FibroGen (FGEN) closes $220M sale of Hong Kong subsidiary to AstraZeneca

Rhea-AI Filing Summary

FibroGen, Inc. completed the sale of all issued and outstanding equity interests of its subsidiary FibroGen International (Hong Kong) Ltd. to AstraZeneca Treasury Limited on August 29, 2025 for approximately $220 million, closing a previously announced transaction under a Share Purchase Agreement dated February 20, 2025. The deal represents a disposition of assets associated with FibroGen’s China anemia business structure. The company also provided unaudited pro forma condensed consolidated financial information, including a balance sheet as of June 30, 2025 and statements of operations for the year ended December 31, 2024, in Exhibit 99.1 to help illustrate the financial impact of this divestiture.

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Equity analyst – biotech transactions

FibroGen closes a $220M business divestiture to AstraZeneca.

FibroGen has completed the sale of all equity in FibroGen International (Hong Kong) Ltd. to AstraZeneca Treasury Limited for approximately $220 million. This represents a significant disposition of assets tied to its international anemia structure and converts that business interest into cash proceeds from a large pharmaceutical partner.

The Share Purchase Agreement was signed on February 20, 2025, with closing occurring on August 29, 2025. The timing confirms that regulatory and contractual conditions were satisfied, allowing the transaction to move from agreement to completion. The filing does not elaborate on ongoing operational relationships, so the focus here is on the change in ownership of the Hong Kong entity.

FibroGen has filed unaudited pro forma condensed consolidated financial statements, including a balance sheet as of June 30, 2025 and statements of operations for the year ended December 31, 2024, as Exhibit 99.1. These pro forma statements allow investors to see how FibroGen’s financial profile would look giving effect to the completed divestiture, based on those historical periods.

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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

Date of Report (Date of earliest event reported): August 29, 2025

FIBROGEN, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-36740	77-0357827
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
350 Bay Street Suite 100 #6009
San Francisco, California				94133
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 415 978-1200

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		FGEN		The Nasdaq Global Select Market

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 2.01 Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K is being filed in connection with the completion on August 29, 2025, or the closing (the “Closing”), of the transaction contemplated by the Share Purchase Agreement, dated February 20, 2025, and entered into with AstraZeneca Treasury Limited (“AstraZeneca”) pursuant to which we and our indirect subsidiary FibroGen China Anemia Holdings, Ltd. sold all of the issued and outstanding equity interests of FibroGen International (Hong Kong) Ltd. to AstraZeneca, for approximately $220 million, as previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2025.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The Company’s unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2024, are filed as Exhibit 99.1 hereto and are incorporated into this Item 9.01(b) by reference.

(d) Exhibits

Exhibit No.		Description
99.1		Unaudited Pro Forma Condensed Consolidated Financial Information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			FibroGen, Inc.
Date:	September 5, 2025	By:	/s/ John Alden
			John Alden General Counsel

FAQ

What major transaction did FibroGen (FGEN) complete with AstraZeneca?

FibroGen completed the sale of all issued and outstanding equity interests of FibroGen International (Hong Kong) Ltd. to AstraZeneca Treasury Limited. This represents a completed disposition of that subsidiary.

How much did AstraZeneca pay FibroGen for FibroGen International (Hong Kong) Ltd.?

AstraZeneca Treasury Limited agreed to pay approximately $220 million for all of the issued and outstanding equity interests of FibroGen International (Hong Kong) Ltd..

When did the FibroGen–AstraZeneca divestiture officially close?

The transaction closed on August 29, 2025, referred to as the Closing date in the agreement and related disclosure.

When was the share purchase agreement between FibroGen and AstraZeneca signed?

The Share Purchase Agreement for the sale of FibroGen International (Hong Kong) Ltd. was dated February 20, 2025.

What pro forma financial information did FibroGen (FGEN) provide related to the sale?

FibroGen provided unaudited pro forma condensed consolidated financial information, including a balance sheet as of June 30, 2025 and statements of operations for the year ended December 31, 2024, filed as Exhibit 99.1.

Where can investors find details of FibroGen’s pro forma impact from the divestiture?

Details of the pro forma impact are contained in Exhibit 99.1 to this report, which includes unaudited pro forma condensed consolidated balance sheet and statements of operations reflecting the completed sale.