FibroBiologics, Inc. entered into a securities purchase agreement with Peak One Opportunity Fund, L.P. on October 7, 2026, to secure financing. The agreement, which closed on October 8, 2026, involves the issuance of a convertible debenture and restricted shares to Peak One.
Under the terms of the agreement, the Company issued a convertible debenture with a principal amount of $1,200,000. The debenture was sold for a purchase price of $1,020,000, representing an original issue discount of 15%. Additionally, the Company issued 125,000 restricted shares of common stock. The Company paid a non-accountable fee of $20,000 to Peak One 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%. Conversion is permitted only following an Event of Default at a fixed conversion price of $0.78 per share. If an Event of Default occurs, the interest rate may increase to the lesser of 18% per annum or the maximum rate allowed by law, and the full indebtedness may be accelerated to 120% of the outstanding principal and interest.
The Company is required to make interim payments of $1,080,000 on April 8, 2027, and $60,000 on July 8, 2027, with the remaining balance due at maturity. The agreement also includes a provision allowing the holder to direct the Company to use 50% of cash proceeds exceeding $1.5 million from any source, including equity issuances or asset sales, to repay the debenture. The Company may redeem the debenture at any time at 100% of the principal amount, provided no Event of Default has occurred.
Regulatory limits were established regarding the total number of shares that may be issued under the agreement. The Company may not issue or sell more than 1,671,094 shares of common stock under the agreement without stockholder approval. Furthermore, the issuance of shares under the agreement is subject to a beneficial ownership limit of 4.99% for the holder and its affiliates.
