SCHEDULE 13G:
Published on February 12, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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FibroBiologics, Inc.
(Name of Issuer) |
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Common Stock
(Title of Class of Securities) |
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31573L105
(CUSIP Number) |
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01/31/2024
(Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 31573L105 |
| 1 | Names of Reporting Persons
Pete O'Heeron
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,951,459.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
18.2 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person: Amount in rows 5 and 7 consists of 5,906,647 shares of common stock, vested stock options to purchase 965,104 shares of common stock and stock options to purchase 77,208 shares of common stock that will vest within 60 days of the date hereof.
Amount in rows 6 and 8 consists of 2,500 shares of Series C Preferred Stock, which constitute the maximum number of Series C Preferred Stock that FibroBiologics, Inc. is authorized to issue. Each share of Series C Preferred Stock is convertible into one share of common stock and is entitled to 13,000 votes. For as long as they remain outstanding, the shares of Series C Preferred Stock are subject to an irrevocable proxy issued by Pete O'Heeron in favor and for the benefit of the Board of Directors of FibroBiologics, Inc.
The total outstanding shares of common stock of the Issuer used in calculating the percent of class assumes the conversion of all of Mr. O'Heeron's Series C Preferred Stock into common stock and exercise of all of Mr. O'Heeron's stock options that have vested or will vest within 60 days of the date hereof, resulting in a total of 38,186,149 shares of common stock outstanding (which reflects the sum of (i) 37,141,337 shares of common stock outstanding as of February 11, 2025, (ii) 2,500 shares of common stock issuable upon conversion of the Series C Preferred Stock, and (iii) 1,042,312 shares of common stock issuable upon exercise of vested stock options and stock options that will vest within 60 days of the date hereof).
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
FibroBiologics, Inc.
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| (b) | Address of issuer's principal executive offices:
455 E. Medical Center Blvd. Suite 300 Houston TX 77598
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| Item 2. | ||
| (a) | Name of person filing:
Pete O'Heeron
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| (b) | Address or principal business office or, if none, residence:
c/o FibroBiologics, Inc., 455 E. Medical Center Blvd., Suite 300, Houston, Texas 77598
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| (c) | Citizenship:
United States
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| (d) | Title of class of securities:
Common Stock
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| (e) | CUSIP No.:
31573L105
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
6,951,459
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| (b) | Percent of class:
18.2 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
6,948,959
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| (ii) Shared power to vote or to direct the vote:
2,500
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| (iii) Sole power to dispose or to direct the disposition of:
6,948,959
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| (iv) Shared power to dispose or to direct the disposition of:
2,500
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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