FibroBiologics sells $1.2M in securities offering

The debenture's conversion feature is contingent on an event of default and uses a fixed rate of $0.78 per share.

Rhea-AI Filing Summary

FibroBiologics, Inc. reported $1,200,000 in securities sold under a Rule 506(b) offering, with $0 remaining to be sold. The amount includes a convertible debenture with $1,200,000 principal and 125,000 restricted shares. The debenture is convertible only following an event of default, at a fixed conversion rate of $0.78 per share. The first sale occurred October 7, 2026. The company intends to use net proceeds for working capital and general corporate purposes.

Key Figures

Total amount sold: $1,200,000 USD Debenture principal: $1,200,000 Restricted shares: 125,000 shares +3 more

6 metrics

Total amount sold $1,200,000 USD Offering

Debenture principal $1,200,000 Convertible debenture

Restricted shares 125,000 shares Included in the offering amount

Fixed conversion rate $0.78 per share Applies following an event of default

Total remaining to be sold $0 USD Offering

First sale October 7, 2026 Offering

Key Terms

convertible debenture, Rule 506(b), restricted shares, net proceeds

4 terms

convertible debenture financial

"Includes a convertible debenture"

A convertible debenture is a long-term loan a company issues that pays interest like a bond but can be turned into a set number of the company’s shares under pre-agreed terms. For investors it matters because it mixes safety and upside: you get regular interest and higher repayment priority like a lender, yet you also hold an option to become a shareholder if the stock rises, which can dilute existing owners and change risk and return profiles.

Rule 506(b) regulatory

"Rule 506(b) offering"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

restricted shares financial

"125,000 restricted shares"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

net proceeds financial

"use net proceeds for working capital"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did FBLG sell in the offering?

FibroBiologics reported $1,200,000 in securities sold, with $0 remaining to be sold.

What are the terms of FBLG's convertible debenture?

The debenture has $1,200,000 in principal and is convertible following an event of default at a fixed conversion rate of $0.78 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/13/2026 - 06:03 AM EDT Accepted by SEC EDGAR 10/13/2026 - 06:02 AM EDT Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001958777

FibroBiologics Inc.

FibroBiologics LLC

Fibrobiologics, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

FibroBiologics, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
FibroBiologics, Inc.
Street Address 1		Street Address 2
9350 KIRBY DRIVE		SUITE 300
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HOUSTON	TEXAS	77054	281-671-5150

3. Related Persons

Last Name	First Name	Middle Name
O'Heeron	Pete
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Cilento	Richard	C.
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hoffman	Robert
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Niklas	Victoria
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rubins	Kathleen	H.
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Steinberg	Leigh
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Davis	Jason	D.
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Garcia	Ruben	A.
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

General Counsel

Last Name	First Name	Middle Name
Khoja	Hamid
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Scientific Officer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-10-07				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,200,000	USD	or Indefinite
Total Amount Sold	$1,200,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Includes a convertible debenture in the principal amount of $1,200,000 and 125,000 restricted shares. The debenture is convertible following an event of default at a fixed conversion rate of $0.78 per share.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

The issuer intends to use the net proceeds from this offering for working capital and general corporate purposes.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
FibroBiologics, Inc.	/s/ Ruben A. Garcia	Ruben A. Garia	General Counsel	2026-10-12

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.