FibroBiologics, Inc. closed a private placement offering with Peak One Opportunity Fund, L.P. on October 8, 2026, raising $1,020,000 for a convertible debenture and 125,000 restricted shares of common stock. The company filed a Form 8-K with the U.S. Securities and Exchange Commission on October 7, 2026, to disclose the material definitive agreement.
The securities purchase agreement, signed on October 7, 2026, required FibroBiologics to issue a debenture with a principal amount of $1,200,000 to Peak One. The debenture was sold at a purchase price of $1,020,000, reflecting a 15% original issue discount. In addition to the debt instrument, FibroBiologics issued 125,000 restricted shares of its common stock, which has a par value of $0.00001 per share. The company also paid Peak One a $20,000 non-accountable fee to cover accounting and legal costs associated with the transaction.
The debenture matures on October 8, 2027, and accrues interest at an annual rate of 0%. It is convertible only following an Event of Default at a fixed conversion price of $0.78 per share. If an Event of Default occurs, the holder can increase the interest rate to the lesser of 18% per annum or the maximum rate allowed by law. In that scenario, the holder may also accelerate the full indebtedness, equal to 120% of the outstanding principal amount plus accrued and unpaid interest.
FibroBiologics must make specific interim payments under the agreement: $1,080,000 on April 8, 2027; $60,000 on July 8, 2027; and $60,000, or the remaining balance if higher, at maturity. The company agreed to use 50% of cash proceeds exceeding $1,500,000 in aggregate from various sources to repay outstanding amounts under the debenture if the holder so directs. These sources include equity or debt issuance, warrant conversions, or asset sales. FibroBiologics is also prohibited from entering into Variable Rate Transactions while the debenture remains outstanding, subject to limited exceptions.
The company may redeem the debenture at 100% of the principal amount at any time provided no Event of Default is occurring. Under Nasdaq Stock Market LLC rules and the agreement terms, FibroBiologics cannot issue more than 1,671,094 shares of common stock pursuant to the agreement unless it obtains stockholder approval. Additionally, the company may not issue shares that would result in Peak One and its affiliates beneficially owning more than 4.99% of the then-outstanding shares of common stock.
The offering was conducted in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1934 and Rule 506(b) of Regulation D. The maximum number of shares that may be issued through the conversion of the debenture is capped at 1,671,094 shares.