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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FibroBiologics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 FibroBiologics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41934 86-3329066 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| July 31, 2025 |
Consulting Agreement, dated May 15, 2025, between FibroBiologics, Inc. and Robert E. Hoffman. Exhibit 10.3 FIBROBIOLOGICS, INC. CONSULTING AGREEMENT This Consulting Agreement, along with its exhibits and Statements of Work (collectively, the “Agreement”), effective as of May 15, 2025 (the “Effective Date”) is between Robert E. Hoffman, with an address of *** (the “Consultant”), and FibroBiologics, Inc., a Delaware corporation, with offices located at 455 E. Medical Center Blvd., Suite 300, |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41934 FibroBiol |
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| July 31, 2025 |
Employment Agreement effective from June 9, 2025, between FibroBiologics, Inc. and Jason D. Davis. Exhibit 10.1 FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from June 9, 2025 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Jason D. Davis (“CFO”). The Company and CFO are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party”. RECITALS The Company desires to employ CF |
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| July 18, 2025 |
FORM 8-K Item 3.02 Unregistered Sales of Equity Securities. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 FibroBiologics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41934 86-3329066 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 18, 2025 |
FORM 8-K/A Item 3.02 Unregistered Sales of Equity Securities. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 FibroBiologics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41934 86-3329066 (State or Other Jurisdiction of Incorporation) (Commissio |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 01, 2025 FibroBiologics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41934 86-3329066 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organization) |
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| June 16, 2025 |
Convertible Promissory Note, dated June 16, 2025, between FibroBiologics, Inc. and YA II PN, Ltd. Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| June 16, 2025 |
FibroBiologics Closes Third $5 Million Tranche of $25 Financing Exhibit 99.1 FibroBiologics Closes Third $5 Million Tranche of $25 Financing HOUSTON, June 16, 2025 /GlobeNewswire/ — FibroBiologics, Inc. (Nasdaq: FBLG) (“FibroBiologics”), a clinical-stage biotechnology company with 275+ patents issued and pending with a focus on the development of therapeutics and potential cures for chronic diseases using fibroblasts and fibroblast-derived materials, today ann |
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| June 13, 2025 |
Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIBROBIOLOGICS, INC. FibroBiologics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The name of the Corporation is FibroBiologics, Inc. 2. Pursuant to |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organization) |
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| June 9, 2025 |
Exhibit 99.1 FibroBiologics Appoints Jason D. Davis, CPA, as Chief Financial Officer Seasoned finance executive brings over 20 years of public company and capital markets experience to support clinical-stage growth HOUSTON, June 9, 2025 /GlobeNewswire/ — FibroBiologics, Inc. (Nasdaq: FBLG) (“FibroBiologics”), a clinical-stage biotechnology company with 275+ patents issued and pending with a focus |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organization) ( |
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| June 9, 2025 |
Employment Agreement, effective from June 9, 2025, between FibroBiologics, Inc. and Jason D. Davis Exhibit 10.1 FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from June 9, 2025 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Jason D. Davis (“CFO”). The Company and CFO are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party”. RECITALS The Company desires to employ CF |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41934 FibroBio |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organization) (C |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-4 |
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| March 31, 2025 |
FibroBiologics, Inc. Insider Trading Policy Exhibit 19.1 FibroBiologics, Inc. Insider Trading Policy This Insider Trading Policy (the “Policy”) describes the standards of FibroBiologics, Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of material non-public information. This Policy prohibits trading in cert |
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| March 31, 2025 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following description summarizes certain important terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section, you should r |
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| March 31, 2025 |
FibroBiologics, Inc. Clawback Policy Exhibit 97.1 FibroBiologics, Inc. Clawback Policy The Board of Directors (the “Board”) of FibroBiologics, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this p |
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| February 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organization |
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| February 6, 2025 |
FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 February 6, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Joshua Gorsky RE: FibroBiologics, Inc. (the “Company”) Registration Statement on Form S-3 File No. 333- 284663 Dear Mr. Gorsky: Pursuant to Rule 461( |
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| February 3, 2025 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FibroBiologics, Inc. |
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| February 3, 2025 |
As filed with the Securities and Exchange Commission on February 3, 2025 As filed with the Securities and Exchange Commission on February 3, 2025 Registration No. |
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| February 3, 2025 |
Form of Debt Securities Indenture. Exhibit 4.5 FIBROBIOLOGICS, INC. INDENTURE Dated as of [●] [●], Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 11.03 (c) 11.03 313(a) 7.06 (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06 314(a) 4.03; 4.04; 11.05 (b) N.A. (c)(l) |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizatio |
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| January 17, 2025 |
As filed with the Securities and Exchange Commission on January 17, 2025. As filed with the Securities and Exchange Commission on January 17, 2025. Registration No. 333-277019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdicti |
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| January 14, 2025 |
FibroBiologics, Inc. 41,489,581 Shares of Common Stock Filed pursuant to 424(b)(4) Registration Statement No. 333-284077 FibroBiologics, Inc. 41,489,581 Shares of Common Stock This prospectus relates to the registration of the resale or other disposition of up to 41,489,581 shares of our common stock by YA II PN, LTD, or Yorkville. Yorkville is also referred to in this prospectus as the Selling Stockholder. The shares of our common stock to which this |
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| January 10, 2025 |
FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 January 10, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Dickerson RE: FibroBiologics, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333- 284077 Dear Mrs. Dickerson: Pursuant to R |
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| January 10, 2025 |
As filed with the Securities and Exchange Commission on January 10, 2025. As filed with the Securities and Exchange Commission on January 10, 2025. Registration No. 333-284077 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorpora |
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| January 10, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FibroBiologics, Inc. |
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| December 31, 2024 |
FibroBiologics Closes Second $5 Million Tranche of $25 Million Financing Exhibit 99.1 FibroBiologics Closes Second $5 Million Tranche of $25 Million Financing HOUSTON, December 30, 2024/Globe Newswire/ – FibroBiologics, Inc. (Nasdaq: FBLG) (“FibroBiologics”), a clinical-stage biotechnology company with 160+ patents issued and pending with a focus on the development of therapeutics and potential cures for chronic diseases using fibroblasts and fibroblast-derived materia |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizati |
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| December 31, 2024 |
Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| December 30, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FibroBiologics, Inc. |
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| December 30, 2024 |
Offer Letter, dated October 29, 2024, between FibroBiologics, Inc. and Robert E. Hoffman Exhibit 10.15 October 29, 2024 Robert Hoffman Via Email: *** Dear Mr. Hoffman, FibroBiologics, Inc. (“FibroBiologics”) is pleased to offer you the full-time position of Interim Chief Financial Officer. The starting salary offered for this position is the gross amount of $22,916.50 per semi-monthly pay cycle ($45,833 full-time monthly salary, 2 pay cycles per month). Your salary will be subject to |
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| December 30, 2024 |
As filed with the Securities and Exchange Commission on December 30, 2024. As filed with the Securities and Exchange Commission on December 30, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorporation or organization) (P |
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| December 30, 2024 |
Separation Letter Agreement, dated October 28, 2024, between FibroBiologics, Inc. and Mark Andersen Exhibit 10.14 October 28, 2024 Mr. Mark Andersen Chief Financial Officer FibroBiologics, Inc. 455 E. Medical Center Blvd., Suite 300 Houston, Texas 77598 Re: Transition Dear Mark: You have announced your intention to resign from your position of Chief Financial Officer of FibroBiologics, Inc. (the “Company”) on the date that is the earlier of (i) the date an interim or new Chief Financial Officer |
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| December 23, 2024 |
Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| December 23, 2024 |
Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 20, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and FIBROBIOLOGICS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individ |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizati |
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| December 23, 2024 |
Registration Rights Agreement, dated December 20, 2024, between the Registrant and YA II PN, LTD. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 20, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and FIBROBIOLOGICS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually a |
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| December 23, 2024 |
FibroBiologics Announces $25 Million Financing Exhibit 99.1 FibroBiologics Announces $25 Million Financing HOUSTON, December 23, 2024/Globe Newswire/ – FibroBiologics, Inc. (Nasdaq: FBLG) (“FibroBiologics”), a clinical-stage biotechnology company with 160+ patents issued and pending with a focus on the development of therapeutics and potential cures for chronic diseases using fibroblasts and fibroblast-derived materials, announced that it has |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizati |
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| December 20, 2024 |
Exhibit 10.1 [***] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL, (II) IS THE TYPE THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, AND (III) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SIDE LETER THIS SIDE LETTER (the “Agreement”), dated as of December 19, 2024 (the “Effective Date”), is entered into b |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41934 Fibr |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizatio |
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| September 24, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizat |
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| September 24, 2024 |
Exhibit 10.1 [***] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL, (II) IS THE TYPE THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, AND (III) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MSA FibroBiologics Page 1 of 11 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made as |
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| August 28, 2024 |
Amended and Restated Certificate of Incorporation of the Registrant Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIBROBIOLOGICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) FibroBiologics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. That the name of this corporatio |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organization |
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| August 27, 2024 |
Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organization |
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| August 13, 2024 |
As filed with the Securities and Exchange Commission on August 13, 2024. As filed with the Securities and Exchange Commission on August 13, 2024. Registration No. 333-275361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdictio |
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| August 7, 2024 |
Exhibit 10.1 AMENDMENT 1 to the INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT This Amendment 1, by and between SpinalCyte LLC, a Texas limited liability company (“SpinalCyte”), and FibroBiologics, Inc., a Delaware corporation (“FibroBiologics”), (“Amendment 1”), amends the Intellectual Property Cross-License Agreement dated May 17, 2021, entered into by and between SpinalCyte and FibroBiologics (t |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41934 FibroBiol |
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| August 7, 2024 |
Exhibit 10.2 AMENDMENT 2 to the PATENT ASSIGNMENT AGREEMENT This Amendment 2, by and between SpinalCyte LLC, a Texas limited liability company (“SpinalCyte”), and FibroBiologics, Inc., a Delaware corporation (“FibroBiologics”), (“Amendment 2”), amends the Patent Assignment Agreement dated May 17, 2021, entered into by and between SpinalCyte and FibroBiologics (as amended, the “Assignment”), and is |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| June 27, 2024 |
Amended and Restated Bylaws of the Registrant Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF FIBROBIOLOGICS, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of FibroBiologics, Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organization) |
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| June 26, 2024 |
16,022,644 Shares FibroBiologics, Inc. Common Stock Filed pursuant to 424(b)(4) Registration Statement No. 333-280303 16,022,644 Shares FibroBiologics, Inc. Common Stock This prospectus relates to the registration of the resale or other disposition of up to 16,022,644 shares of our common stock, or the Draw-Down Shares, by GEM Global Yield LLC SCS, or GEM. GEM is also referred to in this prospectus as the Registered Stockholder. We are registering |
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| June 21, 2024 |
FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 June 21, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama RE: FibroBiologics, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-280303 Dear Mrs. Gama: Pursuant to Rule 461(a |
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| June 21, 2024 |
FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 June 21, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama RE: FibroBiologics, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-280303 Withdrawal of Acceleration Request Dea |
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| June 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FibroBiologics, Inc. |
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| June 18, 2024 |
As filed with the Securities and Exchange Commission on June 18, 2024. As filed with the Securities and Exchange Commission on June 18, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorporation or organization) (Prima |
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| June 18, 2024 |
Exhibit 10.24 Form No: OGC-S-2010-08 Standard Amendment This amendment (“Amendment”) is entered into between the University of Houston on behalf of its Department/College/Division/School of OTTI/Energy & Innovation (“University”) and FibroBiologics, Inc. (“Contractor”). University and Contractor may be referred to singularly as a Party and collectively as the “Parties.” This Amendment incorporates |
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| June 18, 2024 |
FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 June 18, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama RE: FibroBiologics, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-280303 Dear Mrs. Gama: Pursuant to Rule 461(a |
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| June 10, 2024 |
As confidentially submitted to the Securities and Exchange Commission on June 10, 2024. |
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| June 6, 2024 |
FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 June 6, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 RE: FibroBiologics, Inc. Request to Withdraw Registration Statement on Form S-1 File No. 333-278938 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities |
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| June 4, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FibroBiologics, Inc. |
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| June 4, 2024 |
Form of Securities Purchase Agreement Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June [●], 2024, between FibroBiologics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s |
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| June 4, 2024 |
Form of Placement Agent Agreement Exhibit 1.1 PLACEMENT AGENCY AGREEMENT June [●], 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), FibroBiologics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $20,000,000 of units (the “Units”) of the Company, each Unit consisting of one share of th |
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| June 4, 2024 |
Form of Warrant to be issued to Purchasers. Exhibit 4.4 FORM OF COMMON STOCK PURCHASE WARRANT FibroBiologics, Inc. Warrant Shares: [ ] Initial Exercise Date: [ ], 2024 Issue Date: [ ], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
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| June 4, 2024 |
As filed with the Securities and Exchange Commission on June 4, 2024. As filed with the Securities and Exchange Commission on June 4, 2024. Registration No. 333-278938 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorporation |
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| May 15, 2024 |
As filed with the Securities and Exchange Commission on May 15, 2024. As filed with the Securities and Exchange Commission on May 15, 2024. Registration No. 333-278938 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorporation |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 86-3329066 (State or other jurisdiction of incorporation or organization) (I.R.S Employer Identification No.) 455 E. Medical Center Blvd., Suite 300 Houston, Texas 77598 (Address |
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| May 15, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) FibroBiologics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $ |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41934 FibroBio |
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| April 26, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FibroBiologics, Inc. |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organization) |
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| April 26, 2024 |
Exhibit 99.1 Excerpt Our Current Pipeline We have a pipeline of product candidates at various stages of development, including the following: CYWC628 for Wound Healing: We are in the late pre-clinical stages of developing CYWC628 as an allogeneic fibroblast cell-based therapy for wound healing. Our studies are presently focused on utilizing fibroblasts and fibroblast-derived cells to treat wounds |
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| April 26, 2024 |
As filed with the Securities and Exchange Commission on April 25, 2024. As filed with the Securities and Exchange Commission on April 25, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorporation or organization) (Prim |
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| April 26, 2024 |
Form of Warrant issued to Series B-1 Holders. Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE |
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| April 26, 2024 |
Form of Warrant to be issued to Purchasers. Exhibit 4.4 FORM OF COMMON STOCK PURCHASE WARRANT FibroBiologics, Inc. Warrant Shares: [ ] Initial Exercise Date: [ ], 2024 Issue Date: [ ], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
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| April 26, 2024 |
Form of Placement Agent Agreement Exhibit 1.1 PLACEMENT AGENCY AGREEMENT April [●], 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), FibroBiologics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $20,000,000 of units (the “Units”) of the Company, each Unit consisting of one share of t |
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| April 26, 2024 |
Form of Warrant Agent Agreement Exhibit 10.25 FIBROBIOLOGICS, INC. and VStock Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), by and between FibroBiologics, Inc., a Delaware corporation (the “Company”), and VStock Transfer LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”). W I T N E S S |
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| April 26, 2024 |
Form of Securities Purchase Agreement Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April [●], 2024, between FibroBiologics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| April 12, 2024 |
WARRANT TO PURCHASE COMMON STOCK FIBROBIOLOGICS, INC. Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE |
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| April 12, 2024 |
As confidentially submitted to the Securities and Exchange Commission on April 12, 2024. |
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| April 12, 2024 |
FORM OF COMMON STOCK PURCHASE WARRANT FibroBiologics, Inc. Exhibit 4.4 FORM OF COMMON STOCK PURCHASE WARRANT FibroBiologics, Inc. Warrant Shares: [ ] Initial Exercise Date: [ ], 2024 Issue Date: [ ], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
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| March 28, 2024 |
1,526,840 Shares FibroBiologics, Inc. Common Stock Filed pursuant to 424(b)(4) Registration Statement No. 333-277019 1,526,840 Shares FibroBiologics, Inc. Common Stock This prospectus relates to the registration of the resale of up to (i) 227,057 shares of our common stock sold to GEM Global Yield LLC SCS, or GEM, and (ii) 1,299,783 shares of our common stock underlying warrants issued to GEM Yield Bahamas Limited, or GYBL. Together, GEM and GYBL |
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| March 27, 2024 |
FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 March 27, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy (CF) McNamara Laura Crotty RE: FibroBiologics, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-277019 Dear Mr. McNamara and |
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| March 26, 2024 |
Remainder of page intentionally blank. Signature page follows. Norton Rose Fulbright US LLP Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 nortonrosefulbright. |
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| March 26, 2024 |
As filed with the Securities and Exchange Commission on March 26, 2024. As filed with the Securities and Exchange Commission on March 26, 2024. Registration No. 333-277019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorporati |
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| March 15, 2024 |
As filed with the Securities and Exchange Commission on March 15, 2024. As filed with the Securities and Exchange Commission on March 15, 2024. Registration No. 333-277019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorporati |
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| March 15, 2024 |
Exhibit 10.21 Form No: OGC-S-2010-08 Standard Amendment This amendment (“Amendment”) is entered into between the University of Houston on behalf of its Department/College/Division/School of OTTI/Energy & Innovation (“University”) and FibroBiologics, Inc. (“Contractor”). University and Contractor may be referred to singularly as a Party and collectively as the “Parties.” This Amendment incorporates |
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| March 15, 2024 |
Remainder of page intentionally blank. Signature page follows. Norton Rose Fulbright US LLP Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 nortonrosefulbright. |
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| March 15, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-1 (Form type) FibroBiologics, Inc. |
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| March 15, 2024 |
Form of Warrant of FibroBiologics, Inc. issued pursuant to the GEM SPA Exhibit 4.2 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABL |
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| March 15, 2024 |
Employment Agreement effective from March 1, 2024, between FibroBiologics, Inc. and Ruben Garcia. Exhibit 10.24 FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from March 1, 2024 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Ruben Garcia (“GC”). The Company and GC are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party”. RECITALS The Company desires to employ GC, |
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| February 29, 2024 |
Policy relating to recovery of erroneously awarded compensation. Exhibit 97 FibroBiologics, Inc. Clawback Policy The Board of Directors (the “Board”) of FibroBiologics, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this pol |
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| February 29, 2024 |
Exhibit 14 FibroBiologics, Inc. Code of Ethics and Business Conduct 1. Introduction and Purpose. 1.1 The Board of Directors of FibroBiologics, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promo |
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| February 29, 2024 |
Description of registrant’s securities. Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 12, 2024 FibroBiologics, Inc. (“FibroBiologics”, the “Company”, “we”, “us”, and “our”) has 32,492,068 shares of common stock, $0.00001 par value per share, and 2,500 shares of our Series C Preferred Stock registered under Section 12 of the Securities Exchan |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-4 |
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| February 20, 2024 |
Exhibit 99.1 FibroBiologics to Present Preclinical and Clinical Data at the 2024 Americas Committee for Treatment and Research in Multiple Sclerosis (ACTRIMS) Forum HOUSTON, February 20, 2024 – FibroBiologics (Nasdaq: FBLG) (“FibroBiologics”) is a clinical-stage biotechnology company with 150+ patents issued and pending with a focus on the development of therapeutics and potential cures for chroni |
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| February 20, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizati |
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| February 14, 2024 |
Exhibit 99.1 FibroBiologics Presents Preclinical Data at the 2024 Keystone Symposia for Systemic Autoimmune and Autoinflammatory Diseases HOUSTON, February 13, 2024 /PRNewswire/ – FibroBiologics (Nasdaq: FBLG) (“FibroBiologics”), a clinical-stage biotechnology company focused on the development of therapeutics and potential cures for chronic diseases using fibroblasts and fibroblast-derived materi |
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| February 14, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizati |
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| February 12, 2024 |
As filed with the Securities and Exchange Commission on February 12, 2024. As filed with the Securities and Exchange Commission on February 12, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorporation or organization) (P |
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| February 12, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM F-4 (Form type) FibroBiologics, Inc. |
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| February 8, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizatio |
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| February 8, 2024 |
FibroBiologics Announces Three United States Patents for Fibroblast Technology Exhibit 99.1 FibroBiologics Announces Three United States Patents for Fibroblast Technology HOUSTON, February 8, 2024 /PRNewswire/ – FibroBiologics (Nasdaq: FBLG) (“FibroBiologics”), a clinical-stage biotechnology company focused on the development of therapeutics and potential cures for chronic diseases using fibroblasts and fibroblast-derived materials, announced the issuance of three patents fr |
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| February 6, 2024 |
FibroBiologics Announces Three Japanese Patents on Fibroblast Technology Exhibit 99.1 FibroBiologics Announces Three Japanese Patents on Fibroblast Technology HOUSTON, February 6, 2024 /PRNewswire/ – FibroBiologics (Nasdaq: FBLG) (“FibroBiologics”), a clinical-stage biotechnology company focused on the development of therapeutics and potential cures for chronic diseases using fibroblasts and fibroblast-derived materials, announced the issuance of three patents from the |
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| February 6, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizatio |
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| February 2, 2024 |
FibroBiologics Announces Direct Listing on NASDAQ Under the Stock Ticker FBLG Exhibit 99.1 FibroBiologics Announces Direct Listing on NASDAQ Under the Stock Ticker FBLG HOUSTON, January 31, 2024 – FibroBiologics, Inc. (NASDAQ: FBLG) (“FibroBiologics”), a clinical-stage biotechnology company focused on the development of therapeutics and potential cures for chronic diseases using fibroblasts and fibroblast-derived materials, announced that trading of the FibroBiologics stock |
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| February 2, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41934 86-3329066 (State or other jurisdiction of incorporation or organizatio |
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| January 31, 2024 |
4,806,226 Shares FibroBiologics, Inc. Common Stock Filed pursuant to 424(b)(4) Registration Statement No. 333-275361 4,806,226 Shares FibroBiologics, Inc. Common Stock This prospectus relates to the registration of the resale of up to 4,806,226 shares of our common stock by our stockholders identified in this prospectus, or the Registered Stockholders, in connection with our direct listing, or the Direct Listing, on the Nasdaq Global Market, or Na |
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| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT FibroBiologics, Inc. |
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| January 24, 2024 |
As filed with the Securities and Exchange Commission on January 24, 2024. As filed with the Securities and Exchange Commission on January 24, 2024. Registration No. 333-275361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorpora |
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| January 24, 2024 |
As filed with the Securities and Exchange Commission on January 23, 2024. As filed with the Securities and Exchange Commission on January 23, 2024. Registration No. 333-275361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorpora |
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| January 22, 2024 |
Exhibit 10.23 CONFIDENTIAL April 24, 2023 Mr. Peter O’Heeron Chairman & CEO FibroBiologics, Inc. 455 E. Medical Center Blvd, Suite 300 Houston, TX 77598 Dear Mr. O’Heeron: We are pleased that FibroBiologics, Inc., a Delaware corporation (the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth h |
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| January 22, 2024 |
FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 FIBROBIOLOGICS, INC. 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598 January 22, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Office of Life Sciences Attention: Tim Buchmiller Cindy Polynice Joe McCann RE: FibroBiologics, Inc. (the “Company”) Registration Statement on Form S-1 |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024. As filed with the Securities and Exchange Commission on January 22, 2024. Registration No. 333-275361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorpora |
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| January 16, 2024 |
455 E. Medical Center Blvd. Suite 300 Houston, TX 77598 (281) 671-5150 CONFIDENTIAL TREATMENT REQUESTED BY FIBROBIOLOGICS INC.: FIBR-0001 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. FOIA CONFIDENTIAL TREATMENT REQUESTED |
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| January 12, 2024 |
As filed with the Securities and Exchange Commission on January 12, 2024. As filed with the Securities and Exchange Commission on January 12, 2024. Registration No. 333-275361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorpora |
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| December 14, 2023 |
Filed Pursuant to Rule 433 under the Securities Act of 1933 Relating to the Preliminary Prospectus dated December 4, 2023 Registration Statement No. |
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| December 7, 2023 |
As filed with the Securities and Exchange Commission on December 7, 2023. As filed with the Securities and Exchange Commission on December 7, 2023. Registration No. 333-275361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorpora |
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| December 4, 2023 |
Exhibit 10.8 Amendment to the License Agreement Between K2 Biolabs and Ponce Therapeutics This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on July 1s1, 2022 (the “Effective D |
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| December 4, 2023 |
Exhibit 10.21 |
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| December 4, 2023 |
License Agreement, dated November 30, 2021, between K2 Biolabs, LLC and FibroBiologics, LLC. Exhibit 10.7 LICENSE AGREEMENT This License Agreement (the “Agreement”) is effective November 30th, 2021 (the “Effective Date”), between K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and Fibro Biologics, LLC, a Texas limited liability company, as Licensee (the “Licensee”). Licensor and Licensee are sometimes referred to herein, individually, as a “Party” or, |
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| December 4, 2023 |
Employment Agreement effective from May 31, 2022, between FibroBiologics, Inc. and Mark Andersen. Exhibit 10.14 FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from May 31, 2022 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Mark Andersen (“CFO”). The Company and CFO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. RECITALS The Company desires to employ CF |
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| December 4, 2023 |
Exhibit 10.11 Amendment 004 to the License Agreement Between K2 Biolabs and Fibrobiologics This Amendment 004 (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., Delaware corporation, as Licensee (the “Licensee”), and is effective on January 1st, 2023 |
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| December 4, 2023 |
Exhibit 10.15 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of [●], 2023 by and between FibroBiologics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified directors, officers, legal counsel, employees, fiduciaries and other agents, such as Indemni |
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| December 4, 2023 |
Bridge Note dated April 1, 2021, between SpinalCyte LLC and FibroBiologics, Inc. Exhibit 10.5 BRIDGE NOTE Date: 04/01/2021 Maker: FibroGenesis 18615 Royal Crest Dr. Houston, Harris County, Texas 77058 Payee: FibroBiologics PO Box 891146 Houston, Harris County, Texas 77289 Place for Payment (including county): Principal Amount: Up to $1,000,000.00 to be drawn as needed Interest on Unpaid Principal: Interest-free Note. Terms of Payment: 100% of the principal April 1, 2022, unles |
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| December 4, 2023 |
Exhibit 10.10 Amendment 003 to the License Agreement Between K2 Biolabs and Fibrobiologics This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on October 1st, 2022 (the “Effecti |
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| December 4, 2023 |
Exhibit 10.16 Form No. OGC-S-2017-04 ENERGY RESEARCH PARK INDUSTRIAL LEASE BETWEEN UNIVERSITY OF HOUSTON SYSTEM, AS LANDLORD AND FibroBiologics, Inc., AS TENANT HOUSTON, TEXAS Office of the General Counsel Industrial Lease for Energy Research Park (ERP) 5 OGC-S-2017-04 Created 09.30.2016 UNIVERSITY of HOUSTON | ENERGY RESEARCH PARK Innovation Labs – Building 5 TABLE OF CONTENTS Page 1. DEFINITIONS |
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| December 4, 2023 |
Employment Agreement effective from July 20, 2021, between FibroBiologics, LLC and Hamid Khoja. Exhibit 10.13 FIBROBIOLOGICS, LLC EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from July 20, 2021 (the “Effective Date”) by and among FIBROBIOLOGICS, LLC (the “Company”) and Hamid Khoja (“CSO”). The Company and CSO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. RECITALS The Company desires to employ CSO, |
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| December 4, 2023 |
Exhibit 10.1 INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is made between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company (“FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individuall |
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| December 4, 2023 |
As filed with the Securities and Exchange Commission on December 1, 2023. As filed with the Securities and Exchange Commission on December 1, 2023. Registration No. 333-275361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorpora |
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| December 4, 2023 |
Form of Stock Option Notice and Grant Agreement. Exhibit 10.20 FIBROBIOLOGICS, INC. STOCK OPTION GRANT NOTICE (2022 STOCK PLAN) FibroBiologics, Inc. (the “Company”), pursuant to its 2022 Stock Plan (the “Plan”), hereby notifies the Optionholder designated below that the Optionholder has been granted an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions |
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| December 4, 2023 |
Exhibit 10.6 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (“Sublease”), is made by and between United Fire & Casualty Company, an Iowa corporation doing business as United Fire Group (“Sublandlord”) and FibroBiologics, Inc., a Delaware corporation (“Subtenant”), and shall be effective as of the date set forth below Landlord’s signature (“Effective Date”). Sublandlord and Subtenant collectively shall |
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| December 4, 2023 |
Exhibit 10.9 Amendment 002 to the License Agreement Between K2 Biolabs and Fibrobiologics This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on August 1st, 2022 (the “Effective |
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| December 4, 2023 |
Exhibit 10.22 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made this December 1, 2023 (the “Effective Date”) between FibroBiologics, Inc., a Delaware corporation (the “Company”) and Peter O’Heeron (the “Executive” and, together with the Company, the “Parties” or each individually, a “Party”). NOW, THEREFORE, in consideration of the mutual covenants and agreements herein containe |
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| November 30, 2023 |
IP Transfer Agreement between SpinalCyte, LLC and FibroBiologics, LLC, dated as of May 17, 2021. Exhibit 10.17 AGREEMENT THIS AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is made and entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”), and FIBROBIOLOGICS LLC, a Texas limited liability company (“FibroBiologics”). FibroBiologics and SpinalCyte are each referred to herein individually as a “Party” and collectively as the |
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| November 30, 2023 |
Bridge Note dated April 1, 2021, between SpinalCyte LLC and FibroBiologics, Inc. Exhibit 10.5 BRIDGE NOTE Date: 04/01/2021 Maker: FibroGenesis 18615 Royal Crest Dr. Houston, Harris County, Texas 77058 Payee: FibroBiologics PO Box 891146 Houston, Harris County, Texas 77289 Place for Payment (including county): Principal Amount: Up to $1,000,000.00 to be drawn as needed Interest on Unpaid Principal: Interest-free Note. Terms of Payment: 100% of the principal April 1, 2022, unles |
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| November 30, 2023 |
License Agreement, dated November 30, 2021, between K2 Biolabs, LLC and FibroBiologics, LLC. Exhibit 10.7 LICENSE AGREEMENT This License Agreement (the “Agreement”) is effective November 30th, 2021 (the “Effective Date”), between K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and Fibro Biologics, LLC, a Texas limited liability company, as Licensee (the “Licensee”). Licensor and Licensee are sometimes referred to herein, individually, as a “Party” or, |
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| November 30, 2023 |
Employment Agreement effective from May 31, 2022, between FibroBiologics, Inc. and Mark Andersen. Exhibit 10.14 FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from May 31, 2022 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Mark Andersen (“CFO”). The Company and CFO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. RECITALS The Company desires to employ CF |
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| November 30, 2023 |
Exhibit 10.11 Amendment 004 to the License Agreement Between K2 Biolabs and Fibrobiologics This Amendment 004 (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., Delaware corporation, as Licensee (the “Licensee”), and is effective on January 1st, 2023 |
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| November 30, 2023 |
Amended and Restated Certificate of Incorporation of the registrant, as currently in effect. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIBROBIOLOGICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) FibroBiologics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. That the name of this corporatio |
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| November 30, 2023 |
Exhibit 10.16 Form No. OGC-S-2017-04 ENERGY RESEARCH PARK INDUSTRIAL LEASE BETWEEN UNIVERSITY OF HOUSTON SYSTEM, AS LANDLORD AND FibroBiologics, Inc., AS TENANT HOUSTON, TEXAS Office of the General Counsel Industrial Lease for Energy Research Park (ERP) 5 OGC-S-2017-04 Created 09.30.2016 UNIVERSITY of HOUSTON | ENERGY RESEARCH PARK Innovation Labs – Building 5 TABLE OF CONTENTS Page 1. DEFINITIONS |
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| November 30, 2023 |
As filed with the Securities and Exchange Commission on November 27, 2023. As filed with the Securities and Exchange Commission on November 27, 2023. Registration No. 333-275361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorpor |
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| November 30, 2023 |
Exhibit 10.12 FIBROBIOLOGICS, INC. 2022 STOCK PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 10, 2022 APPROVED BY THE STOCKHOLDERS: AUGUST 18, 2022 1. GENERAL. (a) Eligible Stock Award Recipients. Employees are eligible to receive Stock Awards, and Directors and Consultants are eligible to receive Stock Awards other than Incentive Stock Options. (b) Available Stock Awards. The Plan provides for th |
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| November 30, 2023 |
Exhibit 10.6 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (“Sublease”), is made by and between United Fire & Casualty Company, an Iowa corporation doing business as United Fire Group (“Sublandlord”) and FibroBiologics, Inc., a Delaware corporation (“Subtenant”), and shall be effective as of the date set forth below Landlord’s signature (“Effective Date”). Sublandlord and Subtenant collectively shall |
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| November 30, 2023 |
Exhibit 10.1 INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is made between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company (“FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individuall |
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| November 30, 2023 |
Exhibit 10.8 Amendment to the License Agreement Between K2 Biolabs and Ponce Therapeutics This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on July 1s1, 2022 (the “Effective D |
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| November 30, 2023 |
Exhibit 10.15 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of [●], 2023 by and between FibroBiologics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified directors, officers, legal counsel, employees, fiduciaries and other agents, such as Indemni |
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| November 30, 2023 |
Exhibit 10.9 Amendment 002 to the License Agreement Between K2 Biolabs and Fibrobiologics This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on August 1st, 2022 (the “Effective |
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| November 30, 2023 |
Exhibit 10.21 |
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| November 30, 2023 |
Agreement Regarding Right of First Negotiation dated January 20, 2023. Exhibit 10.19 Agreement Regarding Right of First Negotiation This Agreement Regarding Right of First Negotiation dated January 20, 2023, is by and between SpinalCyte LLC (“SpinalCyte”), and FibroBiologics, Inc. (“FibroBiologics”). WHEREAS, SpinalCyte owns Series A Preferred Stock of FibroBiologics which has a $35 million liquidation preference to be paid before any distributions are made to the ho |
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| November 30, 2023 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT November 12, 2021 This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among FIBROBIOLOGICS LLC, a Delaware limited liability company and having a principal place of business at 16815 Royal Crest Drive, Suite 100, Houston, TX 77058 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société e |
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| November 30, 2023 |
Bylaws of the registrant, as currently in effect. Exhibit 3.2 BYLAWS OF FIBROBIOLOGICS, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Fibrobiologics, Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board of dir |
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| November 30, 2023 |
Employment Agreement effective from July 20, 2021, between FibroBiologics, LLC and Hamid Khoja. Exhibit 10.13 FIBROBIOLOGICS, LLC EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from July 20, 2021 (the “Effective Date”) by and among FIBROBIOLOGICS, LLC (the “Company”) and Hamid Khoja (“CSO”). The Company and CSO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. RECITALS The Company desires to employ CSO, |
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| November 30, 2023 |
Patent Assignment Agreement dated May 17, 2021, between SpinalCyte LLC and FibroBiologics, LLC. Exhibit 10.2 PATENT ASSIGNMENT AGREEMENT This PATE T ASSIGNMENT AGREEMENT (this “Assignment”), dated as of May 17,202l (the “Effective Date”), is made and entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company ( “FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individually as a “ “ |
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| November 30, 2023 |
Exhibit 10.10 Amendment 003 to the License Agreement Between K2 Biolabs and Fibrobiologics This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on October 1st, 2022 (the “Effecti |
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| November 30, 2023 |
Amendment 1 to the Patent Assignment Agreement, effective August 2, 2022. Exhibit 10.18 AMENDMENT 1 to PATENT ASSIGNMENT AGREEMENT This AMENDMENT 1 (“Amendment 1”) to the Patent Assignment Agreement (the “Assignment”) dated May 17, 2021 entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”), and FIBROBIOLOGICS, INC., a Delaware corporation (“FibroBiologics”), is effective as of August 2, 2022 (“Effective Date”). FibroBiologics and S |
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| November 30, 2023 |
Form of Stock Option Notice and Grant Agreement. Exhibit 10.20 FIBROBIOLOGICS, INC. STOCK OPTION GRANT NOTICE (2022 STOCK PLAN) FibroBiologics, Inc. (the “Company”), pursuant to its 2022 Stock Plan (the “Plan”), hereby notifies the Optionholder designated below that the Optionholder has been granted an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions |
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| November 30, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM F-4 (Form type) FibroBiologics, Inc. |
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| November 30, 2023 |
Exhibit 10.3 SHARE PURCHASE AGREEMENT dated as of November 12, 2021 by and among FIBROBIOLOGICS LLC, GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II PURCHASE AND SALE OF SHARES 6 Section 2.01 Purchase and Sale of Shares 6 Section 2.02 The Shares 6 Section 2.03 Required Filings 6 Section 2.04 Effective Date; |
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| November 28, 2023 |
Exhibit 10.21 |
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| November 28, 2023 |
As filed with the Securities and Exchange Commission on November 27, 2023. As filed with the Securities and Exchange Commission on November 27, 2023. Registration No. 333-275361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorpor |
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| November 28, 2023 |
Exhibit 10.4 |
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| November 28, 2023 |
Agreement Regarding Right of First Negotiation dated January 20, 2023. Exhibit 10.19 |
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| November 28, 2023 |
Bylaws of the registrant, as currently in effect. Exhibit 3.2 |
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| November 28, 2023 |
Exhibit 10.20 FIBROBIOLOGICS, INC. STOCK OPTION GRANT NOTICE (2022 STOCK PLAN) FibroBiologics, Inc. (the “Company”), pursuant to its 2022 Stock Plan (the “Plan”), hereby notifies the Optionholder designated below that the Optionholder has been granted an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions |
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| November 28, 2023 |
Exhibit 10.11 |
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| November 28, 2023 |
Exhibit 10.7 |
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| November 28, 2023 |
Exhibit 10.15 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of [●], 2023 by and between FibroBiologics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified directors, officers, legal counsel, employees, fiduciaries and other agents, such as Indemni |
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| November 28, 2023 |
Exhibit 10.1 |
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| November 28, 2023 |
Exhibit 10.12 FIBROBIOLOGICS, INC. 2022 STOCK PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 10, 2022 APPROVED BY THE STOCKHOLDERS: AUGUST 18, 2022 1. GENERAL. (a) Eligible Stock Award Recipients. Employees are eligible to receive Stock Awards, and Directors and Consultants are eligible to receive Stock Awards other than Incentive Stock Options. (b) Available Stock Awards. The Plan provides for th |
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| November 28, 2023 |
Exhibit 10.8 |
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| November 28, 2023 |
Exhibit 10.10 |
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| November 28, 2023 |
IP Transfer Agreement between SpinalCyte, LLC and FibroBiologics, LLC, dated as of May 17, 2021. Exhibit 10.17 |
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| November 28, 2023 |
Exhibit 10.3 |
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| November 28, 2023 |
Amendment 1 to the Patent Assignment Agreement, effective August 2, 2022. Exhibit 10.18 |
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| November 28, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM F-4 (Form type) FibroBiologics, Inc. |
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| November 28, 2023 |
Exhibit 10.14 |
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| November 28, 2023 |
Exhibit 10.13 |
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| November 28, 2023 |
Exhibit 10.9 |
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| November 28, 2023 |
Exhibit 10.6 |
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| November 28, 2023 |
Exhibit 10.16 |
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| November 28, 2023 |
Amended and Restated Certificate of Incorporation of the registrant, as currently in effect. Exhibit 3.1 |
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| November 28, 2023 |
Patent Assignment Agreement dated May 17, 2021, between SpinalCyte LLC and FibroBiologics, LLC. Exhibit 10.2 |
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| November 28, 2023 |
Exhibit 10.5 |
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| November 7, 2023 |
Remainder of page intentionally blank. Signature page follows. Norton Rose Fulbright US LLP Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 nortonrosefulbright. |
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| November 7, 2023 |
Exhibit 10.19 |
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| November 7, 2023 |
Exhibit 10.4 |
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| November 7, 2023 |
As filed with the Securities and Exchange Commission on November 7, 2023. As filed with the Securities and Exchange Commission on November 7, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FibroBiologics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-3329066 (State or other jurisdiction of incorporation or organization) (Pr |
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| November 7, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM F-4 (Form type) FibroBiologics, Inc. |
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| November 7, 2023 |
Exhibit 3.2 |
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| November 7, 2023 |
Exhibit 10.2 |
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| November 7, 2023 |
Exhibit 3.1 |
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| November 7, 2023 |
Exhibit 10.3 |
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| November 7, 2023 |
Exhibit 10.12 FIBROBIOLOGICS, INC. 2022 STOCK PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 10, 2022 APPROVED BY THE STOCKHOLDERS: AUGUST 18, 2022 1. GENERAL. (a) Eligible Stock Award Recipients. Employees are eligible to receive Stock Awards, and Directors and Consultants are eligible to receive Stock Awards other than Incentive Stock Options. (b) Available Stock Awards. The Plan provides for th |
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| November 7, 2023 |
Exhibit 10.1 |
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| November 7, 2023 |
Exhibit 10.18 |
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| November 7, 2023 |
Exhibit 10.17 |
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| October 13, 2023 |
Exhibit 10.2 |
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| October 13, 2023 |
Exhibit 10.12 FIBROBIOLOGICS, INC. 2022 STOCK PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 10, 2022 APPROVED BY THE STOCKHOLDERS: AUGUST 18, 2022 1. GENERAL. (a) Eligible Stock Award Recipients. Employees are eligible to receive Stock Awards, and Directors and Consultants are eligible to receive Stock Awards other than Incentive Stock Options. (b) Available Stock Awards. The Plan provides for th |
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| October 13, 2023 |
Remainder of page intentionally blank. Signature page follows. Norton Rose Fulbright US LLP Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 nortonrosefulbright. |
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| October 13, 2023 |
Exhibit 10.1 |
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| October 13, 2023 |
Exhibit 3.3 |
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| October 13, 2023 |
Exhibit 10.4 |
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| October 13, 2023 |
Exhibit 10.3 |
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| October 13, 2023 |
Confidential draft No. 3 as confidentially submitted to the Securities and Exchange Commission on October 13, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STAT |
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| October 13, 2023 |
Exhibit 10.17 |
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| October 13, 2023 |
Exhibit 10.18 |
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| October 13, 2023 |
Exhibit 3.1 |
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| August 16, 2023 |
Exhibit 10.18 |
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| August 16, 2023 |
As confidentially submitted to the Securities and Exchange Commission on August 16, 2023. |
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| August 16, 2023 |
Exhibit 3.1 |
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| August 16, 2023 |
Exhibit 10.2 |
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| August 16, 2023 |
Exhibit 10.12 FIBROBIOLOGICS, INC. 2022 STOCK PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 10, 2022 APPROVED BY THE STOCKHOLDERS: AUGUST 18, 2022 1. GENERAL. (a) Eligible Stock Award Recipients. Employees are eligible to receive Stock Awards, and Directors and Consultants are eligible to receive Stock Awards other than Incentive Stock Options. (b) Available Stock Awards. The Plan provides for th |
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| August 16, 2023 |
Exhibit 10.17 |
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| August 16, 2023 |
Exhibit 3.3 |
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| August 16, 2023 |
Exhibit 10.1 |
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| August 16, 2023 |
Remainder of page intentionally blank. Signature page follows. Norton Rose Fulbright US LLP Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 nortonrosefulbright. |
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| May 18, 2023 |
As confidentially submitted to the Securities and Exchange Commission on May 18, 2023. |
