UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices and Zip Code)
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| 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 | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 27, 2024, FibroBiologics, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation giving effect to the Capital Decrease Amendment (as defined below) and the Clarifying Amendment (as defined below), which became effective the same day.
The foregoing description of the Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, 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 August 27, 2024 (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 55,115,522 votes were represented in person or by proxy out of the 68,219,125 votes entitled to be cast as of July 1, 2024, the record date for the Annual Meeting. The final votes on the proposals presented at the Annual Meeting were as follows:
Proposal No. 1
Richard Cilento and Robert Hoffman were elected as Class I directors, by a majority of the votes cast and entitled to vote on the election of directors, to hold office until the 2027 Annual Meeting of Stockholders by the following vote:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Richard Cilento, Jr. | 47,821,779 | 366,614 | 4,807 | 6,922,322 | ||||
| Robert Hoffman | 47,349,896 | 838,498 | 4,806 | 6,922,322 |
In addition to the directors elected above, Victoria Niklas, M.D. and Matthew Link will continue to serve as directors until the 2025 Annual Meeting of Stockholders, and Pete O’Heeron and Stacy Coen will continue to serve as directors until the 2026 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, 2024 was ratified by the following vote:
| For | Against | Abstain | ||
| 54,952,480 | 103,159 | 59,883 |
Proposal No. 3
The adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the authorized capital stock (the “Capital Decrease Amendment”) was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 48,170,543 | 11,108 | 11,549 | 6,922,322 |
Proposal No. 4
The adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to clarify and eliminate obsolete provisions and make certain other immaterial changes (the “Clarifying Amendment”) was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 48,171,159 | 10,223 | 11,818 | 6,922,322 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 3.1 | 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: August 28, 2024 | FibroBiologics, Inc. | |
| By: | /s/ Pete O’Heeron | |
| Name: | Pete O’Heeron | |
| Title: | Chief Executive Officer | |