SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June [●], 2024, between FibroBiologics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT FibroBiologics, Inc.Common Stock Purchase Warrant • June 4th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from FibroBiologics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.00001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FIBROBIOLOGICS, INC. and VStock Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 26th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2024 (“Agreement”), by and between FibroBiologics, Inc., a Delaware corporation (the “Company”), and VStock Transfer LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 4th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among FIBROBIOLOGICS LLC, a Delaware limited liability company and having a principal place of business at 16815 Royal Crest Drive, Suite 100, Houston, TX 77058 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made this December 1, 2023 (the “Effective Date”) between FibroBiologics, Inc., a Delaware corporation (the “Company”) and Peter O’Heeron (the “Executive” and, together with the Company, the “Parties” or each individually, a “Party”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among FIBROBIOLOGICS LLC, a Delaware limited liability company and having a principal place of business at 16815 Royal Crest Drive, Suite 100, Houston, TX 77058 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from May 31, 2022 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Mark Andersen (“CFO”). The Company and CFO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 28th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [●], 2023 by and between FibroBiologics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTIntellectual Property Cross-License Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is made between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company (“FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”.
SUBLEASE AGREEMENTSublease Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
THIS SUBLEASE AGREEMENT (“Sublease”), is made by and between United Fire & Casualty Company, an Iowa corporation doing business as United Fire Group (“Sublandlord”) and FibroBiologics, Inc., a Delaware corporation (“Subtenant”), and shall be effective as of the date set forth below Landlord’s signature (“Effective Date”). Sublandlord and Subtenant collectively shall be referred to herein as “Parties”, and individually as a “Party.”
FIBROBIOLOGICS, LLC EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from July 20, 2021 (the “Effective Date”) by and among FIBROBIOLOGICS, LLC (the “Company”) and Hamid Khoja (“CSO”). The Company and CSO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
AGREEMENTIntellectual Property Agreements • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
THIS AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is made and entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”), and FIBROBIOLOGICS LLC, a Texas limited liability company (“FibroBiologics”). FibroBiologics and SpinalCyte are each referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF COMMON STOCK PURCHASE WARRANT FibroBiologics, Inc.Common Stock Purchase Warrant • April 26th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from FibroBiologics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.00001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from March 1, 2024 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Ruben Garcia (“GC”). The Company and GC are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party”.
LICENSE AGREEMENTLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This PATE T ASSIGNMENT AGREEMENT (this “Assignment”), dated as of May 17,202l (the “Effective Date”), is made and entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company ( “FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individually as a “ “ and collectively as the “Parties.”
AMENDMENT 2 to the PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • August 7th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations
This Amendment 2, by and between SpinalCyte LLC, a Texas limited liability company (“SpinalCyte”), and FibroBiologics, Inc., a Delaware corporation (“FibroBiologics”), (“Amendment 2”), amends the Patent Assignment Agreement dated May 17, 2021, entered into by and between SpinalCyte and FibroBiologics (as amended, the “Assignment”), and is effective as of May 17, 2021 (“Effective Date”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”
Amendment 004 to the License Agreement Between K2 Biolabs and FibrobiologicsLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Amendment 004 (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., Delaware corporation, as Licensee (the “Licensee”), and is effective on January 1st, 2023 (the “Effective Date”).
Standard AmendmentEnergy Research Park Industrial Lease • June 18th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations
This amendment (“Amendment”) is entered into between the University of Houston on behalf of its Department/College/Division/School of OTTI/Energy & Innovation (“University”) and FibroBiologics, Inc. (“Contractor”). University and Contractor may be referred to singularly as a Party and collectively as the “Parties.” This Amendment incorporates by reference and amends the Agreement entitled “Energy Research Park Industrial Lease” executed on August 1, 2023 (the “Agreement”).
AMENDMENT 1Patent Assignment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This AMENDMENT 1 (“Amendment 1”) to the Patent Assignment Agreement (the “Assignment”) dated May 17, 2021 entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”), and FIBROBIOLOGICS, INC., a Delaware corporation (“FibroBiologics”), is effective as of August 2, 2022 (“Effective Date”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”
Amendment 003 to the License Agreement Between K2 Biolabs and FibrobiologicsLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on October 1st, 2022 (the “Effective Date”).
CONFIDENTIAL April 24, 2023 Mr. Peter O’Heeron Chairman & CEO FibroBiologics, Inc.Financial Advisory and Investment Banking Agreement • January 22nd, 2024 • FibroBiologics Inc. • Pharmaceutical preparations • New York
We are pleased that FibroBiologics, Inc., a Delaware corporation (the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.
Amendment to the License Agreement Between K2 Biolabs and Ponce TherapeuticsLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on July 1s1, 2022 (the “Effective Date”).
Standard AmendmentEnergy Research Park Industrial Lease • March 15th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations
This amendment (“Amendment”) is entered into between the University of Houston on behalf of its Department/College/Division/School of OTTI/Energy & Innovation (“University”) and FibroBiologics, Inc. (“Contractor”). University and Contractor may be referred to singularly as a Party and collectively as the “Parties.” This Amendment incorporates by reference and amends the Agreement entitled “Energy Research Park Industrial Lease” executed on August 1, 2023 (the “Agreement”).
ENERGY RESEARCH PARK INDUSTRIAL LEASE BETWEEN UNIVERSITY OF HOUSTON SYSTEM, AS LANDLORD AND FibroBiologics, Inc., AS TENANT HOUSTON, TEXASIndustrial Lease • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Lease Agreement (the “Lease”) is made and entered into on this the 1st day of August , 2023 between the UNIVERSITY OF HOUSTON SYSTEM, an institution of higher education in the State of Texas (“Landlord”), and FibroBiologics, Inc., a Delaware Corporation (“Tenant”).
ContractWarrant Agreement • April 26th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
Amendment 002 to the License Agreement Between K2 Biolabs and FibrobiologicsLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on August 1st, 2022 (the “Effective Date”).
MASTER SERVICES AGREEMENTMaster Services Agreement • September 24th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made as of the date of last signature below (the “Effective Date”) by and between Charles River Laboratories, Inc., a Delaware corporation with a business address at 251 Ballardvale Street, Wilmington, Massachusetts 01887 (“Company”) and FibroBiologics, Inc., a Delaware corporation with a business address at 455 East Medical Center Boulevard, Suite 300, Houston, TX 77598 (“Sponsor”).
Agreement Regarding Right of First NegotiationRight of First Negotiation Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This Agreement Regarding Right of First Negotiation dated January 20, 2023, is by and between SpinalCyte LLC (“SpinalCyte”), and FibroBiologics, Inc. (“FibroBiologics”).
AMENDMENT 1 to the INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTIntellectual Property Cross-License Agreement • August 7th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations
This Amendment 1, by and between SpinalCyte LLC, a Texas limited liability company (“SpinalCyte”), and FibroBiologics, Inc., a Delaware corporation (“FibroBiologics”), (“Amendment 1”), amends the Intellectual Property Cross-License Agreement dated May 17, 2021, entered into by and between SpinalCyte and FibroBiologics (the “License”), and is effective as of May 17, 2021 (“Effective Date”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”
