FibroGen (NASDAQ: FGEN) sells China business to AstraZeneca for $220M

Rhea-AI Filing Summary

FibroGen, Inc. reported that it has completed the sale of FibroGen International (Hong Kong) Ltd., including its FibroGen China operations, to AstraZeneca Treasury Limited for total consideration of approximately $220 million. This amount consists of $85 million in enterprise value and about $135 million in net cash held in China, with $6.0 million held back for final cash adjustments and $4.0 million held back for potential indemnity claims.

FibroGen and a subsidiary sold all equity interests in the Hong Kong entity and its China roxadustat assets to AstraZeneca, which has long partnered with FibroGen on roxadustat in greater China and South Korea. FibroGen keeps roxadustat rights in the United States, Canada, Mexico, and other territories not held by AstraZeneca or licensed to Astellas Pharma Inc. At closing, FibroGen repaid its term loan facility with investment funds managed by Morgan Stanley Tactical Value for approximately $81 million.

Insights

Equity analyst

FibroGen monetizes China operations for $220M and repays $81M debt.

FibroGen has completed the divestiture of its FibroGen China business, including roxadustat assets in China, to AstraZeneca for approximately $220 million. The consideration combines $85 million of enterprise value with about $135 million of net cash in China, indicating that a significant portion reflects cash already within the subsidiary rather than purely franchise valuation.

The structure includes a $6.0 million holdback for final net cash adjustments, to be released after a customary post-closing true-up, and a $4.0 million holdback for indemnity claims, to be released nine months after closing, net of any claims. FibroGen retains roxadustat rights in the United States, Canada, Mexico and other territories outside AstraZeneca’s and Astellas’s regions, so the transaction is focused on the China business rather than the global asset.

At closing, FibroGen used part of the consideration to repay its term loan facility with investment funds managed by Morgan Stanley Tactical Value for approximately $81 million. This reduces financial leverage but also means a portion of the transaction value immediately left the company as debt repayment, so the net cash benefit depends on remaining proceeds after holdbacks and loan payoff.

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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 8.01 Other Events.

On August 29, 2025, FibroGen, Inc. (the “Company”) completed the sale of FibroGen International (Hong Kong) Ltd., (including its subsidiaries, “FibroGen China”) to AstraZeneca Treasury Limited (“AstraZeneca”), 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 sale to AstraZeneca is made pursuant to the Share Purchase Agreement between the parties, dated February 20, 2025, and follows the fulfillment of all closing conditions.

The net cash payable by AstraZeneca at the closing is subject to holdbacks of: (i) a $6.0 million hold back to offset final net cash adjustments which will be released following a customary adjustment process approximately 90 days post-closing (as such time may be extended for the parties to mutually agree upon final adjustments), and (ii) a $4.0 million hold back to satisfy any indemnity claims, which will be released, net of any claims paid or unresolved, nine months after the closing.

FibroGen and its subsidiary FibroGen China Anemia Holdings, Ltd. sold all issued and outstanding equity interests of FibroGen International (Hong Kong) Ltd. (including all of its roxadustat assets in China) to AstraZeneca, the Company’s long-time commercialization partner for roxadustat in greater China and South Korea.

FibroGen retains its rights to roxadustat in the United States, Canada, Mexico, and in all markets not held by AstraZeneca or licensed to Astellas Pharma Inc., our collaboration partner in Europe, Japan, and certain other territories.

At closing, FibroGen repaid its term loan facility to investment funds managed by Morgan Stanley Tactical Value for approximately $81 million.

A copy of the Company's press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated September 2, 2025.
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 hereunto duly authorized.

			FIBROGEN, INC.
Date:	September 2, 2025	By:	/s/ John Alden
			John Alden General Counsel

FAQ

What major transaction did FibroGen (FGEN) disclose?

FibroGen disclosed that it completed the sale of FibroGen International (Hong Kong) Ltd., including its FibroGen China operations, to AstraZeneca Treasury Limited for total consideration of approximately $220 million.

How is the $220 million consideration for FibroGen China structured?

The total consideration of about $220 million includes $85 million in enterprise value and roughly $135 million in net cash held in China, with portions subject to post-closing holdbacks.

What holdbacks are included in the FibroGen China sale to AstraZeneca?

The deal includes a $6.0 million holdback for final net cash adjustments, expected to be resolved after a customary adjustment process, and a $4.0 million holdback for potential indemnity claims, to be released nine months after closing, net of any claims.

Which roxadustat rights does FibroGen retain after selling FibroGen China?

FibroGen retains its rights to roxadustat in the United States, Canada, Mexico, and in all markets not held by AstraZeneca or licensed to Astellas Pharma Inc., which remains FibroGen’s collaboration partner in Europe, Japan, and certain other territories.

How did FibroGen use part of the sale proceeds from the China transaction?

At closing, FibroGen repaid its term loan facility with investment funds managed by Morgan Stanley Tactical Value for approximately $81 million, reducing its outstanding debt.

Who is the buyer of FibroGen’s China business and what is their prior relationship?

The buyer is AstraZeneca Treasury Limited, an affiliate of AstraZeneca, which has been FibroGen’s long-time commercialization partner for roxadustat in greater China and South Korea.