Fibrogen Inc SEC Filings

FibroGen, Inc. (FGEN) reported Q3 2025 results highlighted by the divestiture of its China operations to AstraZeneca for total consideration of $220.4 million. The company received $210.4 million at closing on August 29, 2025 and used approximately $80.9 million to repay its senior secured term loan facilities, interest, and related fees.

Results reflect discontinued operations for China: income from discontinued operations was $213.8 million in the quarter, including a $52.2 million gain on divestiture. From continuing operations, revenue was $1.1 million and loss was $13.1 million. Net income was $200.6 million, driven by the discontinued operations gain. Cash and cash equivalents were $118.0 million as of September 30, 2025, up from $50.5 million at year-end 2024.

The company effected a 1‑for‑25 reverse stock split on June 16, 2025. Shares outstanding were 4,045,445 as of October 31, 2025. Management now believes existing cash will fund planned operating requirements for at least 12 months following issuance. FibroGen initiated a Phase 2 study of FG‑3246 in mCRPC and aligned with the FDA on key elements of a planned Phase 3 for roxadustat in lower‑risk MDS.

FibroGen, Inc. furnished an 8-K to announce it issued a press release with financial results for the quarter ended September 30, 2025. The press release is provided as Exhibit 99.1.

The company states the information under Item 2.02, including Exhibit 99.1, is not deemed “filed” under the Exchange Act and will not be incorporated by reference into other SEC filings.

FibroGen, Inc. reported receipt of a $6.4 million payment from AstraZeneca. The amount reflects release of the first $6.0 million holdback under their February 20, 2025 share purchase agreement, plus $0.4 million from final net cash adjustments after closing.

This relates to FibroGen’s August 29, 2025 sale of its China operations to AstraZeneca for approximately $220 million, comprised of $85 million in enterprise value and about $135 million in net cash held in China. Of the total, $210 million was paid at closing, with an additional $10.0 million subject to holdbacks: the now-released $6.0 million cash-adjustment holdback and a separate $4.0 million indemnity holdback to be released, net of any claims paid or unresolved, nine months after closing.

David DeLucia, Chief Financial Officer of FibroGen, Inc. (FGEN), reported two dispositions of common stock that were withheld to satisfy tax obligations arising from the vesting of restricted stock units. The Form 4 lists a transaction on 06/06/2025 showing a disposition at a price of $7.8325 and a reported beneficial ownership of 4,594 shares following the transaction. A second reported disposition on 09/06/2025 shows a price of $12.10 and a reported beneficial ownership of 4,541 shares following that transaction. The filer states these shares were withheld by the issuer to cover taxes on RSU vesting. The filing notes a 1-for-25 reverse stock split effective June 16, 2025. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person.

Thane Wettig, listed as CEO and Director of FibroGen, Inc. (FGEN), reported two stock disposals in 2025 and an indirect holding by his spouse. On 06/06/2025 he disposed of 21,487 shares at a reported price of $7.8325, and on 09/06/2025 he disposed of 21,239 shares at $12.10. The filing states these share amounts were withheld by the issuer to satisfy a tax obligation arising from the vesting of restricted stock units.

The form also notes an indirect beneficial ownership of 40 shares by his spouse. A 1-for-25 reverse stock split effective June 16, 2025 is disclosed and the reported share counts and prices reflect that split. The form is signed by an attorney-in-fact on behalf of the reporting person.

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 336,000 shares of FibroGen, Inc. common stock, representing 8.31% of the outstanding class based on the issuer's reported share count in its most recent 10-Q. Armistice Capital acts as investment manager to the Master Fund, the direct holder of the shares, and exercises shared voting and dispositive power over the reported securities. Mr. Boyd, as managing member of Armistice Capital, is similarly reported to have shared voting and dispositive power. The Master Fund disclaims direct beneficial ownership due to the investment management arrangement.