FibroGen Inc filed SEC Form 8-K: Other Events

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

FIBROGEN, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 8.01 Other Events.

On November 6, 2025, FibroGen, Inc. (the “Company”) received a $6.4 million payment from AstraZeneca Treasury Limited (“AstraZeneca”). This amount is in full satisfaction of the first holdback set forth in the share purchase agreement entered into between the Company and AstraZeneca on February 20, 2025 (the “Share Purchase Agreement”), plus $0.4 million that was an additional payment following the final net cash adjustments after closing.

On August 29, 2025, the Company closed the sale of its China operations through FibroGen International (Hong Kong) Ltd. to AstraZeneca pursuant to the Share Purchase Agreement for a total consideration of approximately $220 million comprised of $85 million in enterprise value and approximately $135 million in net cash held in China. The total consideration included $210 million paid at closing, and $10.0 million payable by AstraZeneca after closing and subject to the following holdbacks and conditions: (i) a $6.0 million holdback to offset final net cash adjustments, which was released today, following a customary adjustment process, and (ii) a $4.0 million holdback to satisfy any indemnity claims, which will be released, net of any claims paid or unresolved, nine months after the closing.

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.