Lower quorum set for FibroBiologics (NASDAQ: FBLG) meetings

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FibroBiologics, Inc. reports that its board of directors approved an amendment and restatement of the company’s Bylaws on April 16, 2026. The change revises Section 2.07 to lower the quorum requirement for stockholder meetings from a majority of the voting power to one-third of the voting power.

The revised section keeps existing provisions that allow the meeting chair or stockholders present to adjourn meetings if a quorum is not reached and confirms that once a quorum is established, it is not lost by subsequent withdrawal of votes. The company filed its Second Amended and Restated Bylaws as an exhibit.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New quorum requirement: one-third in voting power Prior quorum requirement: majority in voting power

2 metrics

New quorum requirement one-third in voting power Quorum for stockholder meetings under amended Section 2.07

Prior quorum requirement majority in voting power Former quorum for stockholder meetings before amendment

Key Terms

Amended and Restated Bylaws, quorum, voting power, Emerging growth company, +1 more

5 terms

Amended and Restated Bylaws regulatory

"the Board amended and restated the Company’s Amended and Restated Bylaws"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

quorum regulatory

"to change the requirement for quorum at a meeting of the stockholders"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

voting power financial

"from a majority of voting power to one-third of the voting power"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

Emerging growth company regulatory

"Emerging growth company Item 5.03 Amendments to Articles"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Second Amended and Restated Bylaws regulatory

"Exhibit 3.1 | | Second Amended and Restated Bylaws"

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Understanding 8-K Material Events →

04/17/2026 - 04:05 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): April 16, 2026

    

FibroBiologics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41934	86-3329066
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9350 Kirby Drive, Suite 300
Houston, Texas		77054
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 281 671-5150

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	FBLG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On April 16, 2026, the board of directors (the “Board”) of FibroBiologics, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”) to amend Section 2.07 of the Bylaws to change the requirement for quorum at a meeting of the stockholders of the Company from a majority of voting power to one-third of the voting power (the “Amendment”).

Prior to the Amendment, Section 2.07 of the Bylaws read in its entirety:

“Section 2.07 Quorum. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting or the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.”

Following the Amendment, Section 2.07 of the Bylaws now reads in its entirety:

“Section 2.07 Quorum. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of the stockholders, the holders of one-third in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting or the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.”

Item 9.01 Financial Statements and Exhibits.


Exhibit 3.1		Second Amended and Restated Bylaws
Exhibit 104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			FibroBiologics, Inc.

Date:	April 17, 2026	By:	/s/ Pete O'Heeron
			Name: Pete O'Heeron Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did FibroBiologics (FBLG) disclose in this 8-K?

FibroBiologics disclosed an amendment and restatement of its Bylaws that changes the quorum requirement for stockholder meetings. The revised Section 2.07 now requires holders of one-third of the voting power, rather than a majority, to constitute a quorum for conducting business.

How did FibroBiologics (FBLG) change its stockholder meeting quorum?

The company changed its quorum threshold from a majority in voting power of shares entitled to vote to one-third in voting power. This means fewer shares present in person or by proxy are now sufficient to conduct stockholder meeting business under the amended Bylaws.

When did FibroBiologics’ board approve the new quorum requirement?

FibroBiologics’ board of directors approved the Bylaw amendment on April 16, 2026. On that date, they adopted Second Amended and Restated Bylaws, revising Section 2.07 to reflect the new one-third voting power quorum standard for meetings of stockholders.

Does the FibroBiologics Bylaw change affect adjournment of meetings?

The amendment keeps prior adjournment mechanics. If a quorum is not present, the meeting chair or stockholders present may adjourn by majority vote in voting power. Once a quorum is established, later withdrawal of votes does not break the quorum under the revised Section 2.07.

Which exhibit contains FibroBiologics’ updated Bylaws?

The updated Second Amended and Restated Bylaws of FibroBiologics are filed as Exhibit 3.1. Another exhibit listed is Exhibit 104, which is the cover page interactive data file embedded within the inline XBRL document accompanying the company’s current report.

What section of FibroBiologics’ Bylaws was amended in this filing?

The amendment targets Section 2.07 of the company’s Bylaws. That section governs the quorum requirement for stockholder meetings, and now specifies that holders of one-third in voting power of shares entitled to vote, present in person or by proxy, constitute a quorum.

Filing Exhibits & Attachments

2 documents