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FibroBiologics, Inc.

For the period ended Dec 31, 2024. Filed Mar 31, 2025.

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About this filing

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.

FY2024 · Filed Mar 31, 2025

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

Incorporation By Reference
Exhibit NumberExhibit DescriptionFormSEC File No.ExhibitFiling Date
3.1Amended and Restated Certificate of Incorporation of the Registrant8-K001-419343.1August 28, 2024
3.2Amended and Restated Bylaws of the Registrant8-K001-419343.1June 27, 2024
4.1Reference is made to exhibits 3.1 through 3.2.
4.2Description of our Securities
4.3Form of Warrant issued to Series B-1 Holders.S-1333-2789384.3April 26, 2024
10.1Intellectual Property Cross-License Agreement dated as of May 17, 2021, between SpinalCyte LLC and FibroBiologics, LLC.S-1/A333-27536110.1December 4, 2023
10.2Amendment 1 to the Intellectual Property Cross-License Agreement between SpinalCyte LLC and FibroBiologics, Inc., effective as of May 17, 2021.10-Q001-4193410.1August 7, 2024
10.3Patent Assignment Agreement dated May 17, 2021, between SpinalCyte LLC and FibroBiologics, LLC.S-1/A333-27536110.2November 30, 2023
10.4Amendment 1 to the Patent Assignment Agreement, effective August 2, 2022.S-1/A333-27536110.18November 30, 2023
10.5Amendment 2 to the Patent Assignment Agreement between SpinalCyte LLC and FibroBiologics, Inc., effective as of May 17, 2021.10-Q001-4193410.2August 7, 2024
10.6IP Transfer Agreement between SpinalCyte, LLC and FibroBiologics, LLC, dated as of May 17, 2021.S-1/A333-27536110.17November 30, 2023
10.7Agreement Regarding Right of First Negotiation dated January 20, 2023.S-1/A333-27536110.19November 30, 2023
10.8Sublease Agreement between United Fire & Casualty Company and FibroBiologics, Inc., effective October 5, 2022.S-1/A333-27536110.6December 4, 2023
10.9#2022 Stock Plan.S-1/A333-27536110.12November 30, 2023
10.10#Form of Stock Option Notice and Grant Agreement.S-1/A333-27536110.20December 4, 2023
10.11#Employment Agreement effective from December 1, 2023, between FibroBiologics, Inc. and Pete O’Heeron.S-1/A333-27536110.22December 4, 2023
10.12#Employment Agreement effective from July 20, 2021, between FibroBiologics, LLC and Hamid Khoja.S-1/A333-27536110.13December 4, 2023
10.13#Employment Agreement effective from May 31, 2022, between FibroBiologics, Inc. and Mark Andersen.S-1/A333-27536110.14December 4, 2023
10.14*#Separation Letter Agreement, dated October 28, 2024, between FibroBiologics, Inc. and Mark AndersenS-1333-28407710.14December 30, 2024
10.15*#Offer Letter, dated October 29, 2024, between FibroBiologics, Inc. and Robert E. HoffmanS-1333-28407710.15December 30, 2024
10.16#Employment Agreement effective from March 1, 2024, between FibroBiologics, Inc. and Ruben Garcia.S-1/A333-27701910.24March 15, 2024
10.17#Form of Indemnification Agreement between the Registrant and each of its Directors and Executive Officers.S-1/A333-27536110.15December 4, 2023
10.18+Master Services Agreement, effective September 19, 2024, between FibroBiologics, Inc. and Charles River Laboratories, Inc.8-K001-4193410.1September 24, 2024
10.19Standby Equity Purchase Agreement, dated December 20, 2024, between the Registrant and YA II PN, LTD.8-K001-4193410.1December 23, 2024
10.20Convertible Promissory Note, dated December 20, 2024, between FibroBiologics, Inc. and YA II PN, LTD.8-K001-4193410.2December 23, 2024
10.21Convertible Promissory Note, dated December 30, 2024, between FibroBiologics, Inc. and YA II PN, LTD.8-K001-4193410.1December 31, 2024
10.22Registration Rights Agreement, dated December 20, 2024, between the Registrant and YA II PN, LTD.8-K001-4193410.3December 23, 2024
19.1FibroBiologics, Inc. Insider Trading Policy
23.1Consent of WithumSmith+Brown, PC.
24.1Power of Attorney (included on signature page of this report)
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 and Accounting 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.*
97.1FibroBiologics, Inc. Clawback Policy
101.INSInline 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.SCHInline XBRL Taxonomy Schema Document.
101.CALInline XBRL Taxonomy Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Definition Linkbase Document.
101.LABInline XBRL Taxonomy Label Linkbase Document.
101.PREInline XBRL Taxonomy Presentation Linkbase Document.
104Cover 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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