FibroGen Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Leadership Update, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 5.07 Submission of Matters to a Vote of Security Holders.

At the 2025 annual meeting of stockholders of FibroGen, Inc. (“FibroGen” or the “Company”) held on June 4, 2025, the stockholders voted on the four proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 25, 2025. The results of the matters voted upon at the meeting were:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointment

Effective June 4, 2025, the Board of the Company, upon recommendation of the Nominating and Corporate Governance Committee, appointed Michael Kauffman, M.D., Ph.D. as a Class III director of the Company. Dr. Kauffman was appointed to the Audit Committee and Compensation Committee of the Board.

FibroGen is delighted to welcome Dr. Kauffman to the Board. Dr. Kauffman’s oncology expertise and strategic insight will bring a valuable perspective to the Company as FibroGen focuses on development of novel therapies at the frontiers of cancer biology and anemia.

Dr. Kauffman will hold office for the term expiring 2026. Dr. Kauffman will receive compensation as a non-employee director of the Company as approved by the Board under the Company’s Non-Employee Director Compensation Policy, as amended, provided that each of the directors’ annual option grants for 2025, approved by the Board and effective June 4, 2025, will be for 120,000 shares vesting quarterly over the next year, subject to their continued service.

Dr. Kauffman has entered into the Company’s standard Indemnity Agreement, effective June 4, 2025, a form of which is filed as Exhibit 10.27 with the Company’s registration statement on Form S-1, as amended, filed with the SEC on October 23, 2014.

A copy of the Company’s press release announcing the appointment of Dr. Kauffman to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Director Resignation

On June 4, 2025, Aoife Brennan, M.B., B.Ch. provided to the Board of Directors (the “Board”) notification of her resignation from the Board of FibroGen, effective June 4, 2025. Dr. Brennan’s resignation as director is not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies, or practices.

Dr. Brennan joined the Company in August 2020 and served in a number of capacities during her tenure with the Company, including as a member of the Audit Committee, and as a member of the Compensation Committee.

The Company is extremely grateful for Dr. Brennan’s valuable counsel and direction over the years, and wish her the best in her future endeavors.

Item 1.01 Entry into a Material Definitive Agreement.

On June 5, 2025, FibroGen entered into the second amendment (“Second Amendment”) to the financing agreement, dated as of April 29, 2023 as amended (“Financing Agreement”) with investment funds managed by Morgan Stanley Tactical Value, as lenders (the “Lenders”) and Wilmington Trust National Association, as administrative agent for the Lenders (the “Administrative Agent”). The Second Amendment further reduces the minimum qualified cash balance required to be held in deposit accounts or securities accounts in the United States by the Company from $27 million to $22.5 million.

The foregoing description of the Second Amendment to the Financing Agreement is not complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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 thereunto duly authorized.