FibroGen Announces 1-for-25 Reverse Stock Split

Rhea-AI Summary

FibroGen announced a 1-for-25 reverse stock split effective June 16, 2025, with split-adjusted trading beginning June 17 under the same FGEN symbol. The split will reduce outstanding shares from 101.1 million to approximately 4.0 million. This strategic move aims to boost the stock's per-share price to regain compliance with Nasdaq's minimum bid price requirement. The reverse split was approved by stockholders on June 4, 2025. Proportional adjustments will be made to equity incentive plans and outstanding equity awards. Stockholders with fractional shares will receive cash payments, and those holding electronic shares need not take action. Equiniti Trust Company is serving as the exchange agent for this corporate action.

Positive

• Aims to regain Nasdaq listing compliance by increasing share price
• Stockholder-approved corporate action
• No action required from stockholders holding electronic shares

Negative

• Indicates company's struggle to maintain minimum share price requirements
• Significant reduction in total outstanding shares may impact stock liquidity
• Cash payments for fractional shares may result in forced partial position liquidation for some investors

Insights

Financial Restructuring Specialist

FibroGen's 1-for-25 reverse split aims to boost share price to maintain Nasdaq listing, signaling potential financial distress.

FibroGen's announcement of a substantial 1-for-25 reverse stock split represents a significant corporate action designed to artificially increase its per-share price. The primary motivation, explicitly stated in the release, is to regain compliance with Nasdaq's minimum bid price requirement - a clear indication that the company's shares have fallen below the $1 threshold required for continued listing on the Nasdaq Global Select Market.

The mechanics of the split will reduce FibroGen's outstanding shares from approximately 101.1 million to just 4.0 million, effective June 16, 2025. While this mathematical adjustment doesn't change the company's fundamental value or market capitalization, it does raise serious concerns about the underlying financial health of the business.

Reverse splits of this magnitude (25:1) are typically implemented by companies experiencing substantial share price deterioration. This aggressive ratio suggests FibroGen's current share price has fallen significantly, likely well below $1. The move should be viewed as a red flag regarding the company's financial trajectory and market perception.

Importantly, while this action preserves FibroGen's Nasdaq listing temporarily, it doesn't address the fundamental issues causing the stock's decline. Without meaningful operational improvements or positive catalysts, companies implementing such dramatic reverse splits often continue to experience downward pressure, potentially leading to further dilution through additional capital raises or eventual delisting despite these measures.

SAN FRANCISCO, June 12, 2025 (GLOBE NEWSWIRE) -- FibroGen, Inc. (NASDAQ: FGEN) today announced that it will implement a 1-for-25 reverse stock split of its issued and outstanding common stock ("Reverse Stock Split"), effective at 5:00 p.m. Eastern Time on June 16, 2025. FibroGen’s common stock will begin trading on a split-adjusted basis on June 17, 2025, when the markets open, under the Company’s existing trading symbol “FGEN,” with the new CUSIP number 31572Q881.

The Reverse Stock Split was previously approved by stockholders at the Company’s annual meeting of stockholders held on June 4, 2025 (“2025 Annual Meeting”), with the final ratio determined by the Company’s Board of Directors. One of the primary goals of the Reverse Stock Split is to increase the per-share market price of FibroGen’s common stock to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market (Nasdaq Listing Rule 5450(a)(1)).

At the effective time of the Reverse Stock Split, every 25 shares of the Company’s issued and outstanding common stock will automatically be reclassified and combined into one share of the Company’s common stock. This will reduce the number of issued and outstanding shares of common stock from approximately 101.1 million shares to approximately 4.0 million shares. Proportionate adjustments will be made to the number of shares available for issuance under the Company’s equity incentive plans as well as outstanding equity awards, in accordance with their respective terms and as described in the Company's definitive proxy statement for the 2025 Annual Meeting (the "Proxy Statement").   No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share will instead receive a cash payment in lieu of such fractional share.

Equiniti Trust Company, LLC is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split and will receive payment for any fractional shares in accordance with their respective bank's, broker's, or nominee's particular processes. Additional information about the Reverse Stock Split can be found in the Proxy Statement and on the Company’s Investor Relations website at https://investor.fibrogen.com.

About FibroGen  
FibroGen, Inc. is a biopharmaceutical company focused on development of novel therapies at the frontiers of cancer biology and anemia. Roxadustat (爱瑞卓®, EVRENZO™) is currently approved in China, Europe, Japan, and numerous other countries for the treatment of anemia in chronic kidney disease (CKD) patients on dialysis and not on dialysis. The Company continues to evaluate a development plan for roxadustat in anemia associated with lower-risk myelodysplastic syndrome (LR-MDS) in the U.S. FG-3246 (also known as FOR46), a first-in-class antibody-drug conjugate (ADC) targeting CD46 is in development for the treatment of metastatic castration-resistant prostate cancer. This program also includes the development of FG-3180, an associated CD46-targeted PET biomarker. For more information, please visit www.fibrogen.com. 

For Investor Inquiries:
David DeLucia, CFA
Senior Vice President and Chief Financial Officer
ir@fibrogen.com

FAQ

What is the ratio of FibroGen's (FGEN) reverse stock split announced for June 2025?

FibroGen announced a 1-for-25 reverse stock split, meaning every 25 shares will be combined into one share.

When will FGEN's reverse stock split take effect?

The reverse stock split will take effect at 5:00 p.m. Eastern Time on June 16, 2025, with split-adjusted trading beginning June 17, 2025.

How many shares will FGEN have outstanding after the reverse split?

FibroGen's outstanding shares will be reduced from approximately 101.1 million to approximately 4.0 million shares after the reverse split.

Why is FibroGen implementing a reverse stock split?

The primary goal is to increase the per-share market price to regain compliance with Nasdaq's minimum bid price requirement for continued listing.

What happens to FGEN stockholders who would receive fractional shares?

Stockholders entitled to fractional shares will receive cash payments in lieu of these fractional shares.