Form: 10-K

Annual report pursuant to Section 13 and 15(d)

February 29, 2024


Exhibit 97


FibroBiologics, Inc.

Clawback Policy


The Board of Directors (the “Board”) of FibroBiologics, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and the requirements of the Nasdaq Stock Market (the “Nasdaq”).




This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.


Covered Executives


This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the Nasdaq (“Covered Executives”).


Recoupment; Accounting Restatement


In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture reasonably promptly of any erroneously awarded Incentive Compensation received by any Covered Executive during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement and during any transition period that results from a change in the Company’s fiscal year within or immediately following those three (3) completed fiscal years; however, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to 12 months would be deemed a completed fiscal year.


The accounting restatement includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Company’s obligation to recover erroneously awarded compensation is not dependent on if or when the restated financial statements are filed.




Incentive Compensation


For purposes of this Policy, Incentive Compensation means any of the following erroneously awarded (provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure), and any earnings accrued to date on such amount:


  Annual bonuses and other short- and long-term cash incentives.
  Stock options.
  Stock appreciation rights.
  Restricted stock.
  Restricted stock units.
  Performance shares.
  Performance units.


Financial reporting measures include:


  Company stock price.
  Total shareholder return.
  Net income.
  Earnings before interest, taxes, depreciation, and amortization (EBITDA).
  Funds from operations.
  Liquidity measures such as working capital or operating cash flow.
  Return measures such as return on invested capital or return on assets.
  Earnings measures such as earnings per share.


Erroneously Awarded Incentive Compensation: Amount Subject to Recovery


The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated amounts, computed on a gross (not after-tax) basis, as determined by the Board.


If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the amount will be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive Compensation was received; and the Company will maintain documentation of the determination of that reasonable estimate and, if required, provide such documentation to the Nasdaq.




Method of Recoupment


The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:


(a) requiring reimbursement of cash Incentive Compensation previously paid;


(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;


(c) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive;


(d)) cancelling outstanding vested or unvested equity awards; and/or


(e) taking any other remedial and recovery action permitted by law, as determined by the Board.


No Indemnification


The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.




The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission (the “SEC”) or the Nasdaq.


Effective Date


This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after that date.


Amendment; Termination


The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by the Nasdaq. The Board may terminate this Policy at any time.


Other Recoupment Rights


The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.




The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the committee of independent directors responsible for executive compensation decisions, or a majority of the independent directors of the Board, in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the Nasdaq.




This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.


Adopted by the Board: June 20, 2023