UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
FibroBiologics,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
86-3329066 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S
Employer
Identification No.) |
455
E. Medical Center Blvd., Suite 300
Houston, Texas |
|
77598 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
FibroBiologics,
Inc. 2022 Stock Plan
(Full
title of the plan)
Pete
O’Heeron
Chief
Executive Officer
FibroBiologics,
Inc.
455
E. Medical Center Blvd.
Suite
300
Houston,
Texas 77598
(281)
671-5150
Copies
to:
Brian
Fenske
Norton
Rose Fulbright US LLP
1301
McKinney Street
Suite
5100
Houston,
Texas 77010
(713)
651-5151 |
|
Ruben
A. Garcia
General
Counsel
FibroBiologics,
Inc.
455
E. Medical Center Blvd.
Suite
300
Houston,
Texas 77598
(281)
671-5150 |
(Name,
address, and telephone number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 (this “Registration Statement”) is being filed by FibroBiologics, Inc. (the “Registrant”)
with the Securities and Exchange Commission (the “Commission”) to register 12,500,000 shares of its common stock, par value
$0.00001 per share, for issuance under the FibroBiologics, Inc. 2022 Stock Plan (the “Plan”), and any additional shares of
the Registrant’s common stock that become issuable under the Plan by reason of any stock dividend, stock split, or other similar
transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1).
Such documents need not be filed with the Commission, either as part of this Registration Statement, or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
Except
to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents,
which have been previously filed with the Commission, or are being filed with this Registration Statement, are incorporated by reference
into this Registration Statement:
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● |
our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024; |
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● |
our
Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed with the Commission on May 14, 2024; |
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● |
our
Current Reports on Form 8-K, filed with the Commission on February 2, 2024, February 6, 2024, February 8, 2024, February 14, 2024,
February 20, 2024, and April 26, 2024 (except, in each case, any information, including exhibits, furnished and not filed with the
Commission); and |
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● |
the
description of our common stock included under the caption “Description of Capital Stock” contained in the prospectus
forming part of the Registrant’s Registration Statement on Form S-1 (File No. 333-275361), which description has been incorporated
by reference in Item 1 of the Registrant’s Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange
Act, on January 24, 2024, together with any amendment or report filed with the Commission for the purpose of updating such description. |
Except
to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by
the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment that (i) indicates
that all securities offered under this Registration Statement have been sold, or (ii) deregisters all securities then remaining unsold
under this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be a part
of this Registration Statement from the date of filing of such documents. In no event, however, will any information that we disclose
under Item 2.02 or Item 7.01 (and any related exhibits) of any Current Report on Form 8-K that we may from time to time furnish to the
Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement.
For
purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
We
are incorporated under the laws of the State of Delaware. Section 145 of the DGCL provides that a Delaware corporation may indemnify
any person who was or is, or is threatened to be made, a party to any threatened, pending, or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact
that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause
to believe the person’s conduct was unlawful.
Section
145 of the DGCL also provides that a Delaware corporation may indemnify any person who was or is, or is threatened to be made, a party
to any threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that such person
is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation partnership, joint venture, trust or other enterprise, against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification of any claim, issue or matter is permitted without judicial approval if such person
is adjudged to be liable to the corporation.
Under
the DGCL, where a present or former officer or director is successful on the merits or otherwise in the defense of any action referred
to above, or in defense of any claim, issue or matter therein, the corporation must indemnify such present or former officer or director
against the expenses (including attorney’s fees) which such present or former officer or director actually and reasonably incurred
in connection with such action (or claim, issue or matter therein).
Section
102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director
or officer, except for liability for any:
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● |
breach
of a director’s or officer’s duty of loyalty to the corporation or its stockholders; |
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● |
act
or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
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● |
in
the case of a director, unlawful payment of dividends or unlawful stock purchase or redemption; |
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transaction
from which the director or officer derived an improper personal benefit; or |
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in
the case of an officer, any action by or in the right of the corporation. |
Our
amended and restated certificate of incorporation contains a provision that precludes any director or officer of ours from being personally
liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for the aforementioned
liabilities which we are not permitted to eliminate or limit under Section 102(b)(7) of the DGCL.
In
addition, our amended and restated certificate of incorporation and bylaws, in each case, require us to indemnify, and advance expenses
to, to the fullest extent permitted by law, any person who was or is, or is threatened to be made, a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person
is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
Our
bylaws authorize us to purchase and maintain insurance on behalf of any person who is or was our director, officer, employee or agent,
or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust,
enterprise or nonprofit entity against any liability asserted against such person and incurred by such person in any such capacity, or
arising out of such person’s status as such, whether or not we would have the power to indemnify such person against such liability
under the provisions of the DGCL.
We
maintain an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under
the Securities Act. In addition, we entered into separate indemnification agreements with each of our directors and executive officers.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
*
Filed herewith.
Item
9. Undertakings.
The
undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee
Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on May 15, 2024.
|
FibroBiologics,
Inc. |
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|
By: |
/s/
Pete O’Heeron |
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|
Pete
O’Heeron |
|
|
Chief
Executive Officer |
POWER
OF ATTORNEY
We,
the undersigned officers and directors of FibroBiologics, Inc., hereby severally constitute and appoint Pete O’Heeron and Mark
Andersen, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution in each of them for us and in our name, place and stead, and in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as full to all intents and purposes as we might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
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|
|
/s/
Pete O’Heeron |
|
Chairperson
and Chief Executive Officer |
|
May
15, 2024 |
Pete
O’Heeron |
|
(Principal
Executive Officer) |
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/s/
Mark Andersen |
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Chief
Financial Officer |
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May
15, 2024 |
Mark
Andersen |
|
(Principal
Financial Officer and Principal Accounting Officer) |
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/s/
Robert Hoffman |
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Director |
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May
15, 2024 |
Robert
Hoffman |
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/s/
Victoria Niklas, M.D. |
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Director |
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May
15, 2024 |
Victoria
Niklas, M.D. |
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/s/
Richard Cilento |
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Director |
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May
15, 2024 |
Richard
Cilento |
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/s/
Stacy Coen |
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Director |
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May
15, 2024 |
Stacy
Coen |
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/s/
Matthew Link |
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Director |
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May
15, 2024 |
Matthew
Link |
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Exhibit
5.1
May
15, 2024 |
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Norton
Rose Fulbright US LLP
1301
McKinney, Suite 5100
Houston,
Texas 77010-3095
United
States |
|
|
FibroBiologics
Inc.
455
E. Medical Center Blvd.
Suite
300
Houston,
Texas 77598 |
Tel
+1 713 651 5151
Fax
+1 713 651 5246
nortonrosefulbright.com |
Re:
Registration Statement of FibroBiologics Inc. on Form S-8
Dear
Sirs:
We
have acted as counsel to FibroBiologics Inc. (the Company), a Delaware corporation, in connection with its filing of a registration
statement on Form S-8 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act), on
May 15, 2024. The Registrations Statement relates to the offer by the Company of up to 12,500,000 shares (the Shares) of
the Company’s common stock, par value $0.00001 per share, which are issuable pursuant to the FibroBiologic, Inc. 2022 Stock Plan
(the Plan). We have been requested by the Company to render this opinion in connection with the filing of the Registration Statement.
No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement other than as expressly stated
herein with respect to the issuance of the Shares.
As
counsel, we have made such investigations and examined the originals, or duplicate, certified, conformed, telecopied or photostatic copies
of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered
necessary or relevant for the purposes of this opinion, including:
|
(a) |
the
Registration Statement; |
|
|
|
|
(b) |
the
Amended & Restated Certificate of Incorporation and Bylaws of the Company; and |
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|
|
(c) |
a Unanimous Written Consent of the Company’s Board
of Directors approving the issuance of the Shares pursuant to the Plan. |
With
respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations
of public officials and of officers of the Company and have not performed any independent check or verification of such factual matters.
In
giving this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates,
certified, conformed, telecopied or photostatic copies and the authenticity of the originals of such latter documents, and that all facts
set forth in the certificates supplied by officers of the Company are complete, true and accurate as of the date hereof.
The
opinion set forth below is limited to the General Corporation Law of the State of Delaware in effect on the date hereof. Our opinion
is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the
opinions expressed herein) that hereafter may come to our attention.
Norton
Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton
Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright
South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose
Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each
entity, with certain regulatory information, are available at nortonrosefulbright.com.
May
15, 2024
Page 2
The
opinion set forth below is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the
rights of creditors; (ii) the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific performance, injunctive relief and other equitable remedies),
regardless of whether considered in a proceeding at law or in equity, (iii) the effect of public policy considerations that may limit
the rights of the parties to obtain further remedies, (iv) we express no opinion with respect to the enforceability of provisions relating
to choice of law, choice of venue, jurisdiction or waivers of jury trial, and (v) we express no opinion with respect to the enforceability
of any waiver of any usury defense.
Based
on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Shares
have been duly authorized and, when and to the extent issued pursuant to the Plan upon receipt by the Company of the consideration
for the Shares specified therein, will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name
therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section
7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Very
truly yours, |
|
|
|
Norton
Rose Fulbright US LLP |
|
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 29, 2024,
relating to the financial statements of FibroBiologics, Inc. as of and for the years ended December 31, 2023 and 2022, appearing in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/
WithumSmith+Brown, PC |
|
|
|
East
Brunswick, New Jersey |
|
May
15, 2024 |
|
Exhibit
107.1
Calculation
of Filing Fee Tables
FORM
S-8
(Form
Type)
FibroBiologics,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered(1) | | |
Proposed Maximum Offering Price Per Unit | | |
Maximum Aggregate Offering Price | | |
Fee Rate | |
Amount of Registration Fee | |
Equity | |
Common stock, par value $0.00001 per share | |
Rule 457(c) and (h) | |
| 12,500,000 (2) | | |
$ | 9.01 | (3) | |
$ | 112,625,000 | | |
$147.60 per $1,000,000 | |
$ | 16,623.45 | |
Total Offering Amounts | | |
| | | |
$ | 112,625,000 | | |
| |
$ | 16,623.45 | |
Total Fee Offsets | | |
| | | |
| | | |
| |
| — | |
Net Fee Due | | |
| | | |
| | | |
| |
$ | 16,623.45 | |
|
(1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form
S-8 shall be deemed to cover any additional shares of common stock, par value $0.00001 per share (the “Common Stock”)
of FibroBiologics, Inc. that may be issued pursuant to the FibroBiologics, Inc. 2022 Stock Plan (the “2022 Plan”) as
a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect
to which the outstanding shares are converted or exchanged. |
|
|
|
|
(2) |
Represents
12,500,000 shares of Common Stock that are or may become issuable under the 2022 Plan. |
|
|
|
|
(3) |
Estimated
solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the
average of the high and low sale prices of the Common Stock, as quoted on the Nasdaq Stock Market, on May 9, 2024. |
FibroBiologics (NASDAQ:FBLG)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
FibroBiologics (NASDAQ:FBLG)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024