FibroBiologics, Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 24, 2026
FBLG$0.92-3.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| Item 15. | Exhibits, Financial Statement Schedules |
|---|
Financial Statements and Financial Statement Schedules
The consolidated financial statements filed as part of this Annual Report on Form 10-K are listed in the Index to Financial Statements (see page F-1). Certain schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto. The Exhibits are listed in the Exhibit Index below.
EXHIBIT INDEX
| Incorporation By Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | SECFile No. | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-41934 | 3.1 | August 28, 2024 |
| 3.2 | Amendment to Amended and Restated Certificate of Incorporation of FibroBiologics, Inc. | 8-K | 001-41934 | 3.1 | June 13, 2025 |
| 3.3 | Amended and Restated Bylaws of the Registrant | 8-K | 001-41934 | 3.1 | June 27, 2024 |
| 4.1 | Reference is made to exhibits 3.1 through 3.3. | ||||
| 4.2 · Description of our Securities | |||||
|---|---|---|---|---|---|
| 4.3 | Form of Warrant issued to Series B-1 Holders. | S-1 | 333-278938 | 4.3 | April 26, 2024 |
| 4.4 | Form of Common Stock Purchase Warrant issued November 19, 2025. | 8-K | 001-41934 | 10.2 | November 19, 2025 |
| 4.5 | Form of Pre-Funded Common Stock Purchase Warrant issued November 19, 2025. | 8-K | 001-41934 | 10.3 | November 19, 2025 |
| 4.6 | Form of Common Stock Purchase Warrant issued November 25, 2025. | 8-K | 001-41934 | 4.1 | November 25, 2025 |
| 4.7 | Form of Placement Agent Warrant issued November 25, 2025. | 8-K | 001-41934 | 4.2 | November 25, 2025 |
| 4.8 | Form of Common Stock Purchase Warrant issued December 16, 2025. | 8-K | 001-41934 | 4.1 | December 16, 2025 |
| 4.9 | Form of Placement Agent Warrant issued December 16, 2025. | 8-K | 001-41934 | 4.2 | December 16, 2025 |
| 10.1 | Intellectual Property Cross-License Agreement dated as of May 17, 2021, between SpinalCyte LLC and FibroBiologics, LLC. | S-1/A | 333-275361 | 10.1 | December 4, 2023 |
| 10.2 | Amendment 1 to the Intellectual Property Cross-License Agreement between SpinalCyte LLC and FibroBiologics, Inc., effective as of May 17, 2021. | 10-Q | 001-41934 | 10.1 | August 7, 2024 |
| 10.3 | Patent Assignment Agreement dated May 17, 2021, between SpinalCyte LLC and FibroBiologics, LLC. | S-1/A | 333-275361 | 10.2 | November 30, 2023 |
| 10.4 | Amendment 1 to the Patent Assignment Agreement, effective August 2, 2022. | S-1/A | 333-275361 | 10.18 | November 30, 2023 |
| 10.5 | Amendment 2 to the Patent Assignment Agreement between SpinalCyte LLC and FibroBiologics, Inc., effective as of May 17, 2021. | 10-Q | 001-41934 | 10.2 | August 7, 2024 |
| 10.6 | IP Transfer Agreement between SpinalCyte, LLC and FibroBiologics, LLC, dated as of May 17, 2021. | S-1/A | 333-275361 | 10.17 | November 30, 2023 |
| 10.7 | Agreement Regarding Right of First Negotiation dated January 20, 2023. | S-1/A | 333-275361 | 10.19 | November 30, 2023 |
| 10.8 | Sublease Agreement between United Fire & Casualty Company and FibroBiologics, Inc., effective October 5, 2022. | S-1/A | 333-275361 | 10.6 | December 4, 2023 |
| 10.9# | 2022 Stock Plan. | S-1/A | 333-275361 | 10.12 | November 30, 2023 |
| 10.10# | Form of Stock Option Notice and Grant Agreement. | S-1/A | 333-275361 | 10.20 | December 4, 2023 |
| 10.11# | Employment Agreement effective from December 1, 2023, between FibroBiologics, Inc. and Pete O’Heeron. | S-1/A | 333-275361 | 10.22 | December 4, 2023 |
| 10.12# | Employment Agreement effective from July 20, 2021, between FibroBiologics, LLC and Hamid Khoja. | S-1/A | 333-275361 | 10.13 | December 4, 2023 |
| 10.13# | Employment Agreement effective from May 31, 2022, between FibroBiologics, Inc. and Jason D. Davis. | 8-K | 001-41934 | 10.1 | June 9, 2025 |
| 10.14# | Employment Agreement effective from March 1, 2024, between FibroBiologics, Inc. and Ruben Garcia. | S-1/A | 333-277019 | 10.24 | March 15, 2024 |
| 10.15#+ | Offer Letter, dated October 29, 2024, between FibroBiologics, Inc. and Robert E. Hoffman | S-1 | 333-284077 | 10.15 | December 30, 2024 |
| 10.16# | Consulting Agreement, dated May 15, 2025, between FibroBiologics, Inc. and Robert E. Hoffman. | 10-Q | 001-41934 | 10.3 | July 31, 2025 |
| 10.17# | Employment Agreement effective from May 31, 2022, between FibroBiologics, Inc. and Mark Andersen. | S-1/A | 333-275361 | 10.14 | December 4, 2023 |
| 10.18#+ | Separation Letter Agreement, dated October 28, 2024, between FibroBiologics, Inc. and Mark Andersen. | S-1 | 333-284077 | 10.14 | December 30, 2024 |
| 10.19# | Form of Indemnification Agreement between the Registrant and each of its Directors and Executive Officers | S-1/A | 333-275361 | 10.15 | December 4, 2023 |
| 10.20+ | Master Services Agreement, effective September 19, 2024, between FibroBiologics, Inc. and Charles River Laboratories, Inc. | 8-K | 001-41934 | 10.1 | September 4, 2024 |
| 10.21 | Standby Equity Purchase Agreement, dated December 20, 2024, between the Registrant and YA II PN, LTD. | 8-K | 001-41934 | 10.1 | December 23, 2024 |
| 10.22 | Form of Securities Purchase Agreement, dated November 18, 2025, between FibroBiologics, Inc. and the purchasers named therein. | 8-K | 001-41934 | 10.1 | November 25, 2025 |
| 10.23 | Form of Securities Purchase Agreement, dated November 24, 2025, between FibroBiologics, Inc. and the purchasers named therein. | 8-K | 001-41934 | 10.1 | November 25, 2025 |
| 10.24 | Form of Securities Purchase Agreement, dated December 14, 2025, between FibroBiologics, Inc. and the purchasers named therein. | 8-K | 001-41934 | 10.1 | December 16, 2025 |
| 10.25 | Form of Voting Agreement, dated December 14, 2025, entered into by each of FibroBiologics, Inc.’s Chief Executive Officer and the purchaser party to the securities purchase agreement, dated November 18, 2025, between FibroBiologics, Inc. and such purchaser. | 8-K | 001-41934 | 10.2 | December 16, 2025 |
| 19.1 | FibroBiologics, Inc. Insider Trading Policy | 10-K | 001-41934 | 19.1 | March 31, 2025 |
| 21.1 | List of subsidiaries of the registrant | ||||
| 23.1 · Consent of WithumSmith+Brown, PC. | |||||
|---|---|---|---|---|---|
| 24.1 · Power of Attorney (included on signature page of this report) | |||||
| 31.1 · Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | |||||
| 31.2 · Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | |||||
| 32.1 · Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |||||
| 97.1 | FibroBiologics, Inc. Clawback Policy | 10-K | 001-41934 | 97.1 | March 31, 2025 |
| 101.INS | Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Schema Document. | ||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | ||||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document. | ||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. | ||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, and 101.PRE). | ||||
| + | Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). |
|---|---|
| # | Indicates management contract or compensatory plan. |
| * | The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
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