FibroBiologics: enters SPA for $1,200,000 convertible debenture

What happened FibroBiologics reported that on Oct 7, 2026 it entered into a securities purchase agreement with Peak One Opportunity Fund, L.P., and that the offering closed on Oct 8, 2026, when the company issued a convertible debenture in the principal amount of $1,200,000 and 125,000 restricted shares to Peak One and Peak One’s designee. The debenture was sold for a purchase price of $1,020,000, reflecting a 15% original issue discount.

Key details

• Debenture principal: $1,200,000; purchase price: $1,020,000 (15% original issue discount).
• Commitment shares issued: 125,000 restricted shares; non-accountable fee paid: $20,000.
• Debenture matures Oct 8, 2027, accrues interest at 0% until an Event of Default, and is convertible only following an Event of Default at a fixed conversion price of $0.78 per share.
• Payment schedule under the debenture: $1,080,000 due Apr 8, 2027; $60,000 due Jul 8, 2027; $60,000 (or remaining balance, if higher) due at maturity.
• Holder may, upon an Event of Default, increase the interest rate to the lesser of 18% per annum and the maximum allowable rate and accelerate repayment to 120% of outstanding principal plus accrued interest.
• At the holder’s discretion, the company agreed to use 50% of cash proceeds received in excess of $1,500,000 to repay the debenture; the company agreed, with limited exceptions, not to enter into a Variable Rate Transaction while the debenture remains outstanding.
• Company may redeem the debenture at 100% of principal if no Event of Default has occurred; issuance of shares under the SPA and debenture is capped at 1,671,094 shares unless stockholder approval is obtained, and the holder and its affiliates may not beneficially own more than 4.99% of outstanding common stock.

Why it may matter The filing reports Item 1.01 (entry into a material definitive agreement) describing the securities purchase agreement and the convertible debenture, Item 2.03 (creation of a direct financial obligation) reflecting the debenture and its payment terms, and Item 3.02 (unregistered sales of equity securities) reflecting the issuance of 125,000 restricted shares. The filing reproduces the SPA and the debenture as exhibits. The filing does not show why the insider traded or why the company acted.