Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2024, Mr. Mark Andersen informed FibroBiologics, Inc. (the "Company") of his decision to voluntarily resign from his position as the Company's Chief Financial Officer, effective as of the earlier of (i) the date an interim or new Chief Financial Officer commences employment with the Company and (ii) November 15, 2024 (the "Officer Resignation Date"). Mr. Andersen indicated that he is resigning from the Company to pursue other opportunities.

In connection with his resignation, Mr. Andersen and the Company entered into a separation letter agreement on October 28, 2024 (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr. Andersen will continue to be employed as the Company's Chief Financial Officer through the Officer Resignation Date. During the period between the Officer Resignation Date and the Separation Date (as defined below) (the "Transition Period"), Mr. Andersen will continue to be an employee of the Company but will no longer have the powers, duties, and responsibilities commensurate with the position of Chief Financial Officer. During the Transition Period, Mr. Andersen's primary responsibility will be to transition his duties and institutional knowledge to the interim or new Chief Financial Officer (or his or her designee), and to provide assistance on or lead projects as reasonably requested by the Company's Chief Executive Officer and/or the interim or new Chief Financial Officer. Mr. Andersen's employment with the Company will terminate on November 15, 2024, or such earlier date following the Officer Resignation Date as mutually agreed between Mr. Andersen and the Company (the "Separation Date").

Prior to and during the Transition Period, Mr. Andersen will (i) continue to receive his current annual base salary of $325,000, payable in accordance with the Company's normal payroll practices and subject to standard withholdings and deductions, (ii) continue to remain eligible for all regular employee benefits, provided, however, that he will remain eligible for coverage under the Company's healthcare benefit plans only if he works at least 30 hours per week and otherwise continues to qualify for participation in such plans in accordance with their terms, and (iii) will be reimbursed for authorized work-related expenses in accordance with the Company's expense reimbursement policy. Any outstanding options to purchase shares of the Company's common stock previously granted to Mr. Andersen will continue to vest and become exercisable during the Transition Period in accordance with their terms. Except as expressly modified by the Separation Agreement, the Employment Agreement between Mr. Andersen and the Company effective May 31, 2022 will remain in full force and effect in accordance with its terms until the Separation Date.

If Mr. Andersen executes, and does not revoke, the additional release of claims set forth as an exhibit to the Separation Agreement (the "General Release"), the Company will (i) pay Mr. Andersen an amount equal to one-twelfth of the amount of the base salary in effect at the Separation Date paid for a period of nine (9) months following the Separation Date (the "Transition Payment Period"), and (ii) will reimburse Mr. Andersen for the monthly premium he timely pays during the Transition Payment Period or until he obtains new employment, whichever comes first, for COBRA continuation coverage timely elected by him for himself and his family (the "Transition Payments"). The Transition Payments will be subject to required payroll deductions and withholdings, and will be made in installments and paid on the Company's regular payroll cycle as if installments were payments of base salary, provided, however, that those Transition Payments otherwise scheduled to be made prior to the date the General Release becomes effective shall accrue and be paid in the first payroll period that follows such date. If Mr. Andersen executes, and does not revoke, the General Release, the Company will also amend Mr. Andersen's options vested as of the Separation Date to provide that the expiration date to exercise any options that were vested as of the Separation Date shall remain outstanding and exercisable for the shorter of (i) 270 days following the Separation Date, or (ii) the original expiration date as indicated in the grant notice with respect to the particular option.