FibroBiologics Inc 2025年度报告

FORM 10-K/A(Amendment No. 1) (Mark One) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller Large accelerated filer☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates at June 30, 2025 was$21.6 million. At February 24, 2026, 67,594,722 shares of FibroBiologics, Inc.’s Common Stock, $0.00001 par value per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None EXPLANATORY NOTE On February 24, 2026, FibroBiologics, Inc. filed its Annual Report on Form 10-K for the year ended December 31, 2025, or the2025Annual Report.The 2025 Annual Report omitted Part III,Items 10(Directors,Executive Officers and CorporateGovernance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Independence) and 14 (Principal Accountant Fees and Services) in reliance on General Instruction G(3) to Form 10-K, whichprovides that such information may be either incorporated by reference from the registrant’s definitive proxy statement or included This Amendment No. 1 to Form 10-K, or this Amendment, is being filed solely to:•amend Part III, Items 10, 11, 12, 13 and 14 of the 2025 Annual Report to include the information required by such items; •delete the reference on the cover of the 2025 Annual Report to the incorporation by reference of portions of our proxystatement into Part III of the 2025 Annual Report; and•file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Because no financial statements have been included in this Amendment and this Amendment does not contain or amend anydisclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the 2025 Annual Report.Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring afterthe date of the 2025 Annual Report. Information not affected by this Amendment remains unchanged and reflects the disclosures TABLE OF CONTENTS Item 10.Directors, Executive Officers and Corporate Governance1Item 11.Executive Compensation5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The 2025 Annual Report, this Amendment, and the documents incorporated by reference therein and herein, if any, containforward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E ofthe Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical factscontained in the 2025 Annual Report and this Amend