FibroBiologics Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, FibroBiologics, Inc., (the “Company”) entered into a share purchase agreement, dated November 12, 2021 (the “GEM SPA”), with GEM Global Yield LLC SCS (“GEM”) and GEM Yield Bahamas Limited. On August 26, 2024, the Company sold 100,000 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), to GEM pursuant to a draw down notice delivered on July 12, 2024. The Shares were sold at a net price of $ 4.51 per share after applying the 10% discount resulting in gross proceeds to the Company of $451 thousand. The sale of the Shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as a transaction by an issuer not involving a public offering.
Item 7.01. Regulation FD Disclosure.
As disclosed in the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2024, (the “Quarterly Report”), on June 27, 2024, the Company issued 3,000,000 shares of Common Stock to facilitate a draw down notice (the “Draw Down”) under the GEM SPA. GEM subsequently accepted the Draw Down for 840,000 shares and sent a Closing Notice dated July 11, 2024, for the 840,000 shares issued at a net price of $4.09 per share after applying the 10% discount, returned 560,000 shares of Common Stock to the Company for cancellation, and remitted $3,436 thousand in gross proceeds to the Company.
Subsequent to June 30, 2024, the Company has received aggregate gross proceeds of $3,887 thousand from the sale of its securities to GEM under the GEM SPA. The remaining 1,500,000 shares of Common Stock that were not utilized in the July 12, 2024, draw down notice described above will be returned to the Company and cancelled.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 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: August 27, 2024 | FibroBiologics, Inc. | |
| By: | /s/ Pete O’Heeron | |
| Name: | Pete O’Heeron | |
| Title: | Chief Executive Officer | |