FibroBiologics sells $1,200,000 convertible debenture to Peak One

The debenture and its price

FibroBiologics, Inc. signed a securities purchase agreement with Peak One Opportunity Fund, L.P. on October 7, 2026, according to a Form 8-K dated October 8. The offering closed on October 8. The company issued a convertible debenture in the principal amount of $1,200,000 and 125,000 restricted commitment shares to Peak One and its designee. The debenture was sold for $1,020,000, an original issue discount of 15%. The company also paid Peak One a $20,000 non-accountable fee to cover its accounting, legal and other transaction costs.

The debenture accrues no interest, matures on October 8, 2027, and can be converted only after an event of default, at a fixed price of $0.78 a share. After a default, the holder can raise the rate to the lesser of 18% a year or the legal maximum, and can accelerate the debt at 120% of outstanding principal plus accrued interest.

The filing names no placement agent or advisor. The 8-K lists Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as the basis for the sale.

Payments and the holder's cash claim

The company must make interim payments of $1,080,000 on April 8, 2027, $60,000 on July 8, 2027, and $60,000 or the remaining balance at maturity, whichever is higher. The first and largest payment is due on April 8, 2027.

The holder also has a sweep right. At its sole discretion, the holder can require the company to use 50% of cash it receives above $1,500,000 in the aggregate from equity or debt, warrant conversions, an equity line, an at-the-market program or asset sales to repay the debenture. The company may not enter into a variable rate transaction while the debenture is outstanding, subject to limited exceptions. The company can redeem the debenture at 100% of principal, but only if no event of default is continuing.

Share caps and ownership limits

The agreement caps issuances at 1,671,094 shares under the purchase agreement and the debenture, unless stockholders approve more. The holder may not own more than 4.99% of the outstanding shares when its holdings are aggregated with those of its affiliates. The 8-K says the maximum number of shares issuable on conversion is also 1,671,094.

The conversion price of $0.78 is fixed, and conversion opens only after a default, so a default is what unlocks the dilution from the debenture.

The company's finances

The annual report shows research and development expense of $7.4 million for 2025, up from $4.5 million for 2024. The net loss was $18.6 million in 2025, compared with $11.2 million in 2024. Cash used in operations was $16.4 million in 2025 and $11.9 million in 2024.

Cash is the tight point. Year-end cash and cash equivalents were $14.0 million for 2024 and $4.9 million for 2025, according to a 10-Q filed July 31, 2026. At June 30, 2026, cash and cash equivalents were $3.5 million, per the company's 10-Q. Set against $16.4 million of operating cash use in 2025, that balance is small, and the debenture adds a near-term payment of $1,080,000 on top of the operating burn.

Neither the 8-K nor the annual report's forward-looking statements describe the company's product candidates, their clinical stage or the markets they target. They refer to preclinical studies, clinical trials and cell therapy in general, without saying what the company's own programs are or what they have shown.

What comes next

The debenture has three hard dates: the first payment on April 8, 2027, the July 8, 2027 installment and maturity on October 8, 2027. The sweep right can pull part of any future equity, debt or asset-sale proceeds above $1,500,000 toward the debenture. The 8-K does not say how the company intends to raise the money for the April payment, and the filing does not give a use of proceeds for the $1,020,000 it received.

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