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FibroBiologics Inc

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

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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.

FY2023 · Filed Feb 29, 2024

FBLG$0.92-3.5%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits, Financial Statement Schedules

Item 15.Exhibits, Financial Statement Schedules

Financial Statements and Financial Statement Schedules

The 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 financial statements or notes thereto. The Exhibits are listed in the Exhibit Index below.

EXHIBIT INDEX

Exhibit No.
3.1Amended and Restated Certificate of Incorporation of the registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
3.2Bylaws of the registrant, as currently in effect (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
4.1Reference is made to exhibits 3.1 through 3.2.
4.2Description of registrant’s securities.
10.1Intellectual Property Cross-License Agreement dated as of May 17, 2021, between SpinalCyte LLC and FibroBiologics, LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
10.2Patent Assignment Agreement dated May 17, 2021, between SpinalCyte LLC and FibroBiologics, LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
10.3Share Purchase Agreement dated as of November 12, 2021, by and among FibroBiologics, LLC GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
10.4Registration Rights Agreement dated November 12, 2021, by and among FibroBiologics, LLC GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
10.5Bridge Note dated April 1, 2021, between SpinalCyte LLC and FibroBiologics, Inc (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.6Sublease Agreement between United Fire & Casualty Company and FibroBiologics, Inc., effective October 5, 2022 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.7License Agreement, dated November 30, 2021, between K2 Biolabs, LLC and FibroBiologics, LLC (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.8Amendment No. 1, effective July 1, 2022, to the License Agreement between K2 Biolabs, LLC and FibroBiologics, Inc. (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.9Amendment No. 2, effective August 1, 2022, to the License Agreement between K2 Biolabs, LLC and FibroBiologics, Inc. (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.10Amendment No. 3, effective October 1, 2022, to the License Agreement between K2 Biolabs, LLC and FibroBiologics, Inc. (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.11Amendment No. 4, effective January 1, 2023, to the License Agreement between K2 Biolabs, LLC and FibroBiologics, Inc. (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.122022 Stock Plan (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
10.13Employment Agreement effective from July 20, 2021, between FibroBiologics, LLC and Hamid Khoja (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.14Employment Agreement effective from May 31, 2022, between FibroBiologics, Inc. and Mark Andersen (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.15Form of Indemnification Agreement between the Registrant and each of its Directors and Executive Officers (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.16Energy Research Park Industrial Lease between University of Houston System, as Landlord, and FibroBiologics, Inc., as Tenant, effective August 1, 2023 (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.17IP Transfer Agreement between SpinalCyte, LLC and FibroBiologics, LLC, dated as of May 17, 2021 (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
10.18Amendment 1 to the Patent Assignment Agreement, effective August 2, 2022 (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
10.19Agreement Regarding Right of First Negotiation dated January 20, 2023 (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1 filed on November 7, 2023 (File No. 333-275361)).
10.20Form of Stock Option Notice and Grant Agreement (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.21Amendment 1 to Energy Research Park Industrial Lease between University of Houston System, as Landlord, and FibroBiologics, Inc., as Tenant, effective October 1, 2023 (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1/A filed on November 28, 2023 (File No. 333-275361)).
10.22Employment Agreement effective from December 1, 2023, between FibroBiologics, Inc. and Pete O’Heeron (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1/A filed on December 4, 2023 (File No. 333-275361)).
10.23Engagement Letter between FibroBiologics, Inc. and Maxim Group LLC dated April 24, 2023 (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1/A filed on January 22, 2024 (File No. 333-275361)).
14Code of Ethics.
23.2Consent of Howard An, M.D.
24.1Power of Attorney (included in the signature page).
31.1Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32.1Certifications 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
97Policy relating to recovery of erroneously awarded compensation.
101Interactive Data File.
104Cover Page Interactive Data File.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FibroBiologics, Inc.
Date: February 29, 2024By:/s/ Pete O’Heeron
Pete O’Heeron Chief Executive Officer
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