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FibroBiologics, Inc.

For the period ended Jul 8, 2024. Filed Jul 8, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 8, 2024 · Filed Jul 8, 2024

FBLG$0.98+2.4%Stored close · as of Nov 6, 2026
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Appendix A – Capital Decrease Amendment

Appendix A

Capital Decrease Amendment

The Certificate of Amendment that becomes effective will not mark changes to the Amended and Restated Certificate of Incorporation as currently in effect, but this Appendix A has marked all such changes for ease of stockholder review. Words with adouble-underlineare additions to and words with astrikethrough are deletions from the Amended and Restated Certificate of Incorporation as currently in effect.

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 Section 242 of the DGCL, the amendment herein set forth has been duly approved by the Board of Directors and holders of a majority of the outstanding shares of the Corporation.
3.The fifth sentence of Article FOURTH of the Amended and Restated Certificate of Incorporation is hereby replaced with the following:

“Immediately after the effective time of the Reverse Stock Split, the Thetotal number of shares of all classes of capital stock that the Corporation is authorized to issue is 150,000,000110,000,000 shares, consisting of (i) 100,000,000 shares ofvoting common stock, par value $0.00001 per share (“Common Stock”), and(ii)30,000,000 shares of non-voting common stock, par value $0.00001 per share (“Non-Voting Common Stock”) and (iii) 20,000,000 shares 10,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”), of which 8,750,000 shares are designated as Series A Preferred Stock (“Series A Preferred Stock”), 5,000,000 shares are designated as Series B Preferred Stock (“Series B Preferred Stock”), 5,000,000 shares are designated as Series B-1 Preferred Stock (“Series B-1 Preferred Stock,” and together with the Series B Preferred Stock, the “Convertible Preferred Stock”) and 2,500 shares are designated as Series C Preferred Stock (“Series C Preferred Stock”).”

4.This Certificate of Amendment was duly adopted and approved by the stockholders of this Corporation on the 27th day of August, 2024 in accordance with Section 242 of the DGCL.

A-1

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this day of August, 2024.

FIBROBIOLOGICS, INC.
By:
Name:Mark Andersen
Title:Chief Financial Officer

A-2

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