Fibrobiologics Inc.

06/27/2024 | Press release | Distributed by Public on 06/27/2024 05:23

Certificate of Incorporation/Bylaws Form 8 K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 25, 2024, the Board of Directors (the "Board") of FibroBiologics, Inc. (the "Company") approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:

● address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying certain procedural requirements for a person that intends to solicit proxies in support of a director nominee other than the Board's nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;
● require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;
● align certainprovisions that were inconsistent with the Company's Amended and Restated Certificate of Incorporation (the "Charter"), including raising the threshold by which stockholders can amend the Amended and Restated Bylaws to 66 2/3% ;
● remove certain provisions that were inconsistent with the Charter, including the ability of stockholders holding a majority of shares to remove directors with or without cause and to call a special meeting;
● remove certain provisions duplicative of the Charter, including indemnification matters and the selection of a forum for adjudication of disputes;
● remove provisions that are no longer applicable following the Company's direct listing, including stock transfer restrictions and a market stand-off agreement; and
● address procedural matters in light ofrecent amendments to the Delaware General Corporation Law, including revisions relating to adjournment procedures for meetings of stockholders and eliminating the requirement to make a stockholder list available for examination at meetings of stockholders.

The Amended and Restated Bylaws also include various other updates, including certain technical, conforming and clarifying changes. The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.