FibroBiologics, Inc.
For the period ended Dec 31, 2024. Filed Apr 23, 2025.
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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.
Dec 31, 2024 · Filed Apr 23, 2025
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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)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
FIBROBIOLOGICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
FIBROBIOLOGICS, INC.
455 E. Medical Center Blvd., Suite 300
Houston, Texas 77598
281-671-5150
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 12, 2025
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders ofFIBROBIOLOGICS, INC., a Delaware corporation, or the Annual Meeting. The meeting will be held on Thursday, June 12, 2025 at 11:00 a.m. Central Time virtually via the Internet at www.virtualshareholdermeeting.com/FBLG2025, originating from Houston, Texas.You will not be able to attend the Annual Meeting in person. At the Annual Meeting, you will be asked to consider and vote upon the following proposals:
| 1. | To elect the two nominees named in the accompanying proxy statement as Class II directors, to hold office until the 2028 Annual Meeting of Stockholders. |
| 2. | To ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2025. |
| 3. | To approve the adoption of an amendment to the Amended and Restated Certificate of Incorporation to increase the authorized capital stock. |
| 4. | To approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of common stock to YA II PN, LTD., a Cayman Islands exempt limited company, pursuant to the Standby Equity Purchase Agreement, in excess of 7,013,635 shares of common stock. |
| 5. | To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the proxy statement that accompanies this notice.
In accordance with rules established by the Securities and Exchange Commission, we are providing you access to our proxy materials over the Internet. Accordingly, we plan to mail a Notice of Internet Availability of Proxy Materials, or the Notice, to our stockholders on or about April 23, 2025. The Notice will describe how to access and review our proxy materials, including our proxy statement and annual report to stockholders. The Notice as well as the printed copy of proxy cards will also describe how you may submit your proxy via the Internet or by telephone. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be accessible during normal business hours for ten days prior to the Annual Meeting at our principal place of business, 455 E. Medical Center Blvd., Suite 300, Houston, Texas 77598.
The record date for the Annual Meeting is April 14, 2025. Only stockholders of record at the close of business on that date are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted at www.virtualshareholdermeeting.com/FBLG2025. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/FBLG. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible.
By Order of the Board of Directors,
/s/ Pete O’Heeron
Pete O’Heeron
Founder, Chief Executive Officer, and Chairperson
Houston, Texas
April 23, 2025
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’Meeting to Be Held
on Thursday, June 12, 2025 at 11:00 a.m. Central Time.
The proxy statement, notice and annual report to stockholders
are available at www.proxyvote.com*.*
Whether or not you expect to attend the Annual Meeting, please vote by telephone or the Internet as instructed in these materials, or if you request or we deliver to you a proxy card in the mail, you may complete, date, sign and return that proxy. Regardless of the method used, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may also vote through our virtual web conference if you attend the Annual Meeting, even if you have voted by proxy.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 7 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 10 |
| PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED CAPITAL STOCK | 11 |
| PROPOSAL 4: APPROVAL, for purposes of Nasdaq Listing Rule 5635(d), of the issuance of shares of common stock to Yorkville pursuant to the SEPA in excess of the Exchange Cap | 12 |
| CORPORATE GOVERNANCE | 15 |
| Our Governance Structure and Philosophy | 15 |
| Composition of the Board | 16 |
| Independence of the Board | 17 |
| Board Leadership Structure | 17 |
| Committees of the Board | 17 |
| Role of the Board in Risk Oversight | 19 |
| Meetings of the Board | 20 |
| Annual Meeting Attendance | 20 |
| Stockholder Communications with the Board | 20 |
| Code of Ethics and Business Conduct | 20 |
| Clawback Policy | 20 |
| Insider Trading Policy | 20 |
| Anti-Hedging Policy | 20 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD | 21 |
| EXECUTIVE OFFICERS | 22 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 23 |
| Executive Compensation | 23 |
| 2024 Summary Compensation Table | 23 |
| Other Elements of Compensation | 25 |
| Employment Agreements with our Named Executive Officers | 26 |
| Equity Compensation Plans | 27 |
| Outstanding Equity Awards at December 31, 2024 | 27 |
| Policies and Practices Related to the Grant of Certain Equity Awards | 28 |
| 2024 Director Compensation | 29 |
| DELINQUENT SECTION 16(a) REPORTS | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 32 |
| EQUITY COMPENSATION PLAN INFORMATION | 35 |
| RELATED PERSON TRANSACTIONS | 36 |
| Certain Relationships and Related Transactions | 36 |
| Indemnification Agreements | 37 |
| OTHER MATTERS | 38 |
| Stockholder Proposals for 2026 Annual Meeting | 38 |
| Householding of Proxy Materials | 38 |
| Availability of Additional Information | 38 |
| Appendix A – Capital INCREASE Amendment | A-1 |
FIBROBIOLOGICS, INC.
455 E. Medical Center Blvd., Suite 300
Houston, Texas 77598
281-671-5150
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.