FibroBiologics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 12, 2025, FibroBiologics, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized capital stock (the “Amendment”), which became effective the same day.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on June 12, 2025 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited by the Board of Directors of the Company (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition. At the Annual Meeting, shares representing 54,542,916 votes were represented in person or by proxy out of the 70,498,943 votes entitled to be cast as of April 14, 2025, the record date for the Annual Meeting. The final votes on the proposals presented at the Annual Meeting were as follows:
Proposal No. 1
Matthew Link and Victoria Niklas, M.D. were elected as Class II directors, by a majority of the votes cast and entitled to vote on the election of directors, to hold office until the 2028 Annual Meeting of Stockholders by the following vote:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Mathew Link | 44,135,747 | 559,917 | 505,347 | 9,341,905 | ||||
| Victoria Niklas, M.D. | 43,009,016 | 1,687,519 | 504,476 | 9,341,905 |
In addition to the directors elected above, Pete O’Heeron and Stacy Coen will continue to serve as directors until the 2026 Annual Meeting of Stockholders, and Richard Cilento, Jr. and Robert E. Hoffman will continue to serve as directors until the 2027 Annual Meeting of Stockholders, in each case until their successors are elected and qualified, or until their earlier death, resignation, disqualification or removal.
Proposal No. 2
The appointment by the Audit Committee of the Board of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified by the following vote:
| For | Against | Abstain | ||
| 53,940,908 | 73,899 | 528,109 |
Proposal No. 3
The adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized capital stock was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 43,958,216 | 718,306 | 524,489 | 9,341,905 |
Proposal No. 4
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, was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 44,457,182 | 147,648 | 596,181 | 9,341,905 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 3.1 | Amendment to Amended and Restated Certificate of Incorporation | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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 thereunto duly authorized.
| Date: June 13, 2025 | FibroBiologics, Inc. | |
| By: | /s/ Pete O’Heeron | |
| Name: | Pete O’Heeron | |
| Title: | Chief Executive Officer | |