UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 2502, 2026

FibroBiologics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41934	86-3329066
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9350 Kirby Drive, Suite 300
Houston, Texas		77054
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 281 671-5150

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	FBLG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 EntryDeparture intoof aDirectors Materialor DefinitiveCertain AgreementOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~June~~July 252, 2026, Matt Link notified FibroBiologics, Inc. (the “Company”) ~~entered~~that ~~into~~he awas ~~Securities~~resigning ~~Purchase~~from ~~Agreement (~~the ~~“Securities~~Board ~~Purchase Agreement”) with an accredited investor (the “Purchaser”) for a private placement offering (the “Offering”), pursuant to which the Company received gross proceeds~~ of ~~$3,000,000,~~Directors ~~before deducting placement agent fees and other offering expenses, in consideration of~~ (~~i) pre-funded warrants in lieu of shares (~~the “~~Shares~~Board”) ~~of the Company’s common stock~~, $0.00001 par value per share (the “Common Stock”) to purchase up to 4,081,633 shares of Common Stock (the “Pre-Funded Warrants”), (ii) warrants to purchase up to 4,081,633 shares of Common Stock at an exercise price of $0.735 per share, which will be exercisable on or after the effective ~~date~~as of ~~stockholder~~July approval (the “Stockholder Approval Date”) of the issuance of the shares of Common Stock upon exercise of such warrants (the “Stockholder Approval”) and will expire 18 months from the later of the Stockholder Approval Date and the effective date (the “Effective Date”) of the resale registration statement registering the shares of common stock issuable upon exercise of such warrants (the “Short-term Warrants”) and (iii) warrants to purchase up to 42,~~081,633~~ shares of Common Stock at an exercise price of $0.735 per share, which will be exercisable on or after the Stockholder Approval Date and will expire 5 years from the later of the Stockholder Approval Date and the Effective Date (the “Long-term Warrants” and together with the Short-term Warrants, the “Warrants”) at a purchase price of $0.735 per share (the “Offering Price”) of Common Stock (or $0.73499 per Pre-Funded Warrant in lieu thereof (equal to the Offering Price, minus $0.00001, the exercise price of each Pre-Funded Warrant)) and associated Warrants. The exercisability of the Warrants is subject to stockholder approval as described below. The Offering closed on June 29, 2026.

~~H.C.~~On ~~Wainwright~~July ~~& Co.~~8, ~~LLC acted as the exclusive placement agent (the “Placement Agent”) in connection with the Offering pursuant to that certain engagement letter, dated November 10, 2025 (as amended on March 12,~~ 2026, the ~~“Engagement~~Board ~~Letter”),~~appointed byKathleen ~~and between the Company and the Placement Agent. Pursuant to the Engagement Letter~~Rubins, ~~the Placement Agent received (i) a cash fee of 7~~Ph.0%D. ofas ~~the aggregate purchase price paid by the Purchasers in the Offering and (ii)~~ a ~~management~~Class ~~fee~~III ofdirector ~~1.0%~~ of the ~~aggregate~~Board, ~~purchase~~effective ~~price~~July ~~paid by the Purchasers in the Offering. The Company additionally reimbursed the Placement Agent for its legal fees in an amount of $50~~8,~~000.~~ ~~In addition~~2026, ~~the Company issued warrants~~ to ~~purchase~~serve upuntil tothe ~~285,714~~expiration ~~shares~~ of ~~Common~~her ~~Stock~~term at anthe ~~exercise~~2029 ~~price~~annual meeting of $0stockholders.~~9188~~ ~~per~~Dr. ~~share~~Rubins towas ~~the~~also ~~Placement~~appointed ~~Agent,~~to orserve ~~its~~on ~~designees (~~the ~~“Placement~~Board’s ~~Agent~~Audit ~~Warrants”)~~Committee, ~~which~~Compensation ~~have~~Committee ~~substantially~~and ~~the~~Governance ~~same~~and ~~terms~~Nominating ~~as the Long-term Warrants described above except for the exercise price~~Committee. ~~The exercisability of the Placement Agent Warrants is subject to stockholder approval as described below.~~

~~The~~Dr. ~~Securities~~Rubins ~~Purchase~~is ~~Agreement~~the ~~contains~~Founding ~~customary representations~~Director, ~~warranties~~Trivedi ~~and~~Institute ~~agreements~~for ofSpace ~~the Company~~ and ~~the~~Global ~~Purchaser~~Biomedicine, ~~customary~~and ~~conditions~~a toProfessor ~~closing,~~of ~~indemnification~~Computational ~~obligations~~and ofSystems ~~the~~Biology ~~Company,~~at ~~including~~the ~~for~~University ~~liabilities~~of ~~arising~~Pittsburgh ~~under~~School ~~the~~of ~~Securities~~Medicine. ~~Act~~She ofis ~~1933,~~also asa ~~amended~~US ~~(the~~Army ~~“Securities~~Reserve ~~Act”)~~Innovation Officer, ~~other~~Major/O-4 ~~obligations~~in of the ~~parties,~~75th ~~and~~US ~~termination~~Army ~~provisions~~Innovation Command. ~~The~~From ~~representations,~~August ~~warranties~~2009 ~~and~~through ~~covenants~~July ~~contained~~2025, inDr. ~~the~~Rubins ~~Purchase~~served ~~Agreement~~as ~~were~~an ~~made~~Astronaut ~~only~~in ~~for~~ the ~~purposes~~National ofAeronautics ~~such~~and ~~agreement~~Space ~~and~~Administration as(NASA). ofDr. ~~the~~Rubins ~~specific~~received ~~dates,~~her ~~were~~Ph.D. ~~solely~~in ~~for~~Cancer ~~the~~Biology ~~benefit~~from ofStanford ~~the~~University ~~parties~~and toa ~~such~~Bachelor ~~agreement~~of ~~and~~Science ~~may~~in beMolecular ~~subject~~Biology tofrom ~~limitations~~the ~~agreed~~University ~~upon~~of byCalifornia, ~~the~~San ~~contracting~~Diego ~~parties~~(UCSD).

~~The~~In ~~Company~~connection ~~offered Pre-Funded Warrants to the Purchaser in lieu of the Common Stock because its purchase of Common Stock in the Offering would have resulted in the Purchaser, together~~ with ~~its~~her ~~affiliates and certain related parties~~appointment, ~~beneficially owning more than 9~~Dr.~~99%~~ ofRubins ~~our~~will ~~outstanding~~be ~~Common~~entitled ~~Stock~~to ~~immediately~~receive ~~following~~compensation ~~the~~consistent ~~consummation~~with that of the ~~Offering.~~Company’s ~~The~~other ~~Pre~~non-~~Funded~~employee ~~Warrants~~directors ~~have~~under anthe ~~exercise~~Company’s ~~price~~Non-Employee ofDirector ~~$0.00001~~Compensation ~~per share~~Policy, ~~may~~as besuch ~~exercised~~policy ~~commencing on the issuance date and do not expire. The Pre-Funded Warrants~~ may be ~~exercised,~~amended infrom ~~whole or in part, at any~~ time ~~by means of a cashless (net) exercise. The exercise price of the Pre-Funded Warrants is subject~~ to ~~adjustment for customary stock splits, stock dividends, stock combinations, and similar capital transactions or such other event as further described in the Pre-Funded Warrants~~time.

~~The net proceeds to the Company from the Offering were approximately $2~~Dr.6 ~~million,~~Rubins ~~after~~is ~~deducting~~not ~~placement~~a ~~agent~~party ~~fees~~to ~~and~~any ~~offering~~transaction ~~expenses~~with ~~payable by~~ the Company. Inthat ~~addition, if the holders of the Warrants exercise such Warrants in full for cash following stockholder approval, the Company~~ would ~~receive~~require ~~additional~~disclosure ~~gross~~under ~~proceeds~~Item 404(a) of ~~approximately~~Regulation ~~$6.0 million. However~~S-K, ~~the~~and ~~Company~~there ~~cannot~~are ~~predict~~no ~~when~~arrangements or ifunderstandings ~~the~~between ~~Warrants will be exercised for cash or exercised at all~~Dr. It isRubins ~~possible that the Warrants may be exercised on a cashless (net) basis as described below or may expire~~ and ~~never~~any beother ~~exercised.~~persons ~~The~~pursuant ~~Company currently plans~~ to ~~use~~which ~~the~~she ~~net~~was ~~proceeds~~selected ~~from~~as ~~the~~a ~~Offering for working capital and general corporate purposes~~director.

The Company ~~has~~ also entered into aits ~~Registration~~standard ~~Rights~~form ~~Agreement~~of ~~(the~~indemnification ~~“Registration~~agreement ~~Rights Agreement”)~~ with ~~the~~Dr. ~~Purchaser~~Rubins, in which itwill ~~has~~require ~~agreed to file with~~ the ~~Securities~~Company ~~and~~to ~~Exchange~~indemnify ~~Commission~~Dr. ~~(the~~Rubins ~~“SEC”)~~against acertain ~~registration~~liabilities ~~statement~~that ~~covering~~may ~~the~~arise ~~resale~~as ofa ~~all~~result of ~~the~~her ~~Common~~status ~~Stock~~or ~~issuable~~service ~~upon~~as ~~exercise~~a director of the ~~Pre-Funded~~Company. ~~Warrants~~The ~~and~~description ~~the Warrants within fifteen calendar days after the date~~ of the ~~Registration~~Company’s ~~Rights~~standard ~~Agreement,~~form ~~to use best efforts to cause the registration statement to become effective by the 45th calendar day following the date~~ of ~~the~~indemnification ~~Registration~~agreement ~~Rights~~is ~~Agreement~~qualified ~~(or,~~ in ~~the~~its ~~event~~entirety ~~of a “full review”~~ by ~~the~~reference ~~SEC, the 75th calendar day) and~~ to ~~maintain~~ the ~~effectiveness~~full ~~thereof~~text ~~until~~of the ~~date~~form ~~that~~of ~~all~~indemnification ~~registrable~~agreement, ~~securities~~a ~~covered~~copy byof ~~such~~which ~~registration~~is ~~statement~~filed ~~(i)~~as ~~have~~Exhibit ~~been~~10.19 ~~sold, thereunder or pursuant~~ to ~~Rule 144 under~~ the ~~Securities~~Company’s ~~Act,~~Annual orReport ~~(ii)~~on ~~may~~Form ~~be sold without volume or manner~~10-~~of-sale~~K ~~restrictions~~filed ~~pursuant to Rule 144 and without the requirement for the Company to be in compliance~~ with the ~~current~~SEC ~~public~~on ~~information~~February ~~requirement~~24, ~~under Rule 144~~2026.

~~The~~Item Warrants and the Placement Agent Warrants will not be exercisable until, and are subject to, approval by the Company’s stockholders of the issuance of the shares of Common Stock issuable upon exercise of the Warrants and the Placement Agent Warrants, respectively (together, the “Warrant Shares”)7.01 ~~The~~Regulation ~~Company~~FD intends to submit the issuance of the Warrant Shares upon exercise of the Warrants and Placement Agent Warrants, as the case may be, for approval of its shareholders, but there can be no assurance that such Disclosure.

~~approval will be obtained.~~ A ~~holder~~copy of the ~~Warrants~~Company’s orpress ~~the~~release ~~Placement~~announcing ~~Agent Warrants will not have~~ the ~~right~~appointment ~~to exercise any portion~~ of ~~such warrants if such holder, together with its affiliates, would beneficially own in excess of 4~~Dr.~~99%~~ ofRubins ~~the number of Common Stock outstanding immediately after giving effect~~ to ~~such exercise. If at~~ the ~~time~~Board ofhas ~~exercise~~been offurnished ~~the Warrants or the Placement Agent Warrants,~~ as ~~the~~Exhibit case may be, there is no effective registration statement registering the Warrant Shares for resale or the prospectus contained therein is not available for the resale of the Warrant Shares by their holder, then such warrants may also be exercised, in whole or in part, by cashless (net) exercise99.1 ~~The exercise price of the Warrants and the Placement Agent Warrants is subject~~ to ~~customary~~this ~~adjustment~~Current ~~for~~Report ~~stock~~on ~~splits,~~Form ~~stock~~8-K ~~dividends, stock combinations,~~ and ~~similar~~is ~~capital~~incorporated ~~transactions~~by orreference ~~such~~into ~~other~~this ~~event~~Item ~~as further described in such warrants~~7.01.

The ~~securities~~information ~~sold~~ in ~~the~~this ~~Offering~~report ~~were~~furnished ~~sold~~ pursuant to anItem ~~exemption~~7.01, ~~from~~including ~~the~~Exhibit ~~registration~~99.1 ~~requirements~~attached ofhereto, ~~the~~shall ~~Securities~~not ~~Act~~be ~~under~~deemed ~~Section~~“filed” ~~4(a)(2)~~for of the ~~Securities~~purposes ~~Act~~of ~~and/or~~Section ~~Rule~~18 ~~506(b)~~ of ~~Regulation~~the DSecurities ~~promulgated~~Exchange ~~thereunder.~~Act ~~The~~of ~~Purchaser~~1934, ~~represented~~as toamended (the ~~Company~~“Exchange ~~that~~Act”), itor isotherwise ansubject ~~accredited~~to ~~investor and has purchased~~ the ~~securities~~liabilities asof ~~an investment in a private placement~~ that ~~did not involve a general solicitation~~section. ~~The~~It ~~issuance~~may ofonly ~~the shares of Common Stock to~~ be ~~issued~~incorporated ~~upon~~by ~~exercise~~reference ofin ~~the~~another ~~Pre-Funded~~filing ~~Warrants, Warrants, and Placement Agent Warrants have not been registered~~ under the ~~Securities~~Exchange Act ~~and may not be offered~~ or ~~sold in~~ the ~~United~~Securities ~~States~~Act ~~in the absence~~ of an1933, ~~effective~~as ~~registration statement or exemption from the registration requirements. This Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy~~amended, ~~nor~~if ~~shall there be any sale of these securities in any state in which~~ such ~~offer,~~subsequent ~~solicitation~~filing orspecifically ~~sale~~references ~~would~~the beinformation ~~unlawful~~furnished ~~prior~~pursuant to ~~the~~Item ~~registration~~7.01 ~~or qualification under the securities laws~~ of ~~any~~this ~~such state~~report.

TheItem foregoing9.01 descriptionsFinancial ofStatements the documents referred to do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, the Registration Rights Agreement, the form of Pre-Funded Warrant, the form of Warrants, and the form of Placement Agent Warrant attached hereto as Exhibits 10.1. 10.2, 4.1, 4.2, and 4.3, respectively, each of which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.


Exhibit 99.1		Press Release
Exhibit 104		Cover Page Interactive Data File (embedded within the inline XBRL document)

The disclosure set forth above in Item 1.01 of this Form 8-K relating to (i) the issuance of the Pre-Funded Warrants and Warrants to the Purchaser pursuant to the Securities Purchase Agreement, including the Shares of Common Stock to be issued in connection with exercises of the Pre-Funded Warrants and Warrants, and (ii) the issuance of the Placement Agent Warrants to the Placement Agent (or its designees) pursuant to the Engagement Letter, including the Shares of Common Stock to be issued in connection with exercises of the Placement Agent Warrants, is incorporated by reference herein in its entirety.SIGNATURES

~~The~~Pursuant ~~maximum~~to ~~number of Shares of Common Stock that may be issued through~~ the ~~exercise~~requirements of the ~~Pre-Funded~~Securities ~~Warrants~~Exchange isAct ~~4,081,633, subject to customary anti-dilution adjustments. The maximum number~~ of ~~Shares~~1934, ~~of Common Stock that may be issued through~~ the ~~exercise~~registrant ofhas ~~the~~duly ~~Warrants~~caused isthis ~~8,163,266,~~report ~~subject~~ to ~~customary anti-dilution adjustments. The maximum number of Shares of Common Stock that may~~ be ~~issued~~signed ~~through~~on ~~the~~its ~~exercise~~behalf ofby the ~~Placement~~undersigned ~~Agent~~hereunto ~~Warrants~~duly ~~is 285,714, subject to customary anti-dilution adjustments~~authorized.

The offer and sale of the Pre-Funded Warrants, Warrants and Shares of Common Stock to be issued in connection with exercises of the Pre-Funded Warrants and Warrants pursuant to the Securities Purchase Agreement and the offer and sale of the Placement Agent Warrants and the Shares of Common Stock to be issued in connection with exercises of the Placement Agent Warrants pursuant to the Engagement Letter was and will be made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. This Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.


			FibroBiologics, Inc.

Date:	July 9, 2026	By:	/s/ Pete O'Heeron
			Name: Pete O'Heeron Title: Chief Executive Officer

Item 7.01 Regulation FD Disclosure.

The Company issued a press release announcing the Offering on June 26, 2026. The Company issued a press release announcing closing of the Offering on June 29, 2026. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

The information set forth in this Item 7.01 and contained in the press releases furnished as Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated June 25, 2026, between FibroBiologics, Inc. and the purchaser named

		therein
10.2		Form of Registration Rights Agreement, dated June 25, 2026, between FibroBiologics, Inc. and the purchaser named therein
4.1		Form of Pre-Funded Warrant
4.2		Form of Warrants
4.3		Form of Placement Agent Warrant
99.1		Press Release dated June 26, 2026
99.2		Press Release dated June 29, 2026
104		Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			FibroBiologics, Inc.
Date:	June 29, 2026	By:	/s/ Pete O'Heeron
			Name: Pete O'HeeronTitle: Chief Executive Officer

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