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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): November 10, 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 2.02 Results of Operations and Financial Condition.

On November 10, 2025, FibroGen, Inc. (“FibroGen”) issued a press release announcing financial results for the quarter ended September 30, 2025. A copy of such press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02, in Exhibit 99.1 shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by FibroGen, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release dated November 10, 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:

November 10, 2025

By:

/s/ David DeLucia

 

 

 

David DeLucia
Senior Vice President and Chief Financial Officer

 


EX-99.1 2 fgen-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

FibroGen Reports Third Quarter 2025 Financial Results and Provides Business Update

 

Completed the sale of FibroGen China to AstraZeneca for approximately $220 million
Initiated the Phase 2 monotherapy trial of FG-3246, a potential first-in-class antibody-drug conjugate (ADC) targeting CD46 in metastatic castration-resistant prostate cancer (mCRPC)
Reached agreement with the U.S. Food and Drug Administration (FDA) on important design elements for the pivotal Phase 3 trial for roxadustat for the treatment of anemia in patients with lower-risk myelodysplastic syndromes (LR-MDS) and high red blood cell (RBC) transfusion burden
o
Final protocol submission anticipated in 4Q 2025
Topline results from the investigator-sponsored study of FG-3246 in combination with enzalutamide in patients with mCRPC expected to be presented at a medical conference in 1Q 2026
Cash, cash equivalents, investments, and accounts receivable of $121.1 million, providing cash runway into 2028
FibroGen to host conference call and webcast presentation today at 5:00 PM ET

 

SAN FRANCISCO, November 10, 2025 (GLOBE NEWSWIRE) -- FibroGen, Inc. (NASDAQ: FGEN) today reported financial results for the third quarter 2025 and provided an update on the company’s recent developments.

“With the completion of the transformative sale of our FibroGen China operations, we have significantly simplified our capital structure and extended our cash runway into 2028. Notably, we initiated the Phase 2 monotherapy trial of FG-3246 and its companion diagnostic FG-3180, with an interim analysis anticipated in the second half of 2026,” said Thane Wettig, Chief Executive Officer, FibroGen. “We remain on track to submit the Phase 3 protocol for roxadustat in LR-MDS in the fourth quarter of 2025 and continue to assess its development options. We are excited to continue building on the strong momentum we have gained throughout this year.”

 

Recent Developments and Key Highlights of Third Quarter 2025:

Completed the sale of FibroGen China to AstraZeneca for a total consideration of approximately $220 million, consisting of $85 million in enterprise value and approximately $135 million in net cash held in China.
o
Successfully repaid term loan to Morgan Stanley Tactical Value, further simplifying the Company’s capital structure.
o
FibroGen maintains its rights to roxadustat in the U.S. and in all markets outside of China, South Korea, and those licensed to Astellas.
Initiated the Phase 2 monotherapy dose optimization study of FG-3246 in mCRPC. The trial will also evaluate FG-3180 as a companion PET imaging agent and a potential predictive patient selection biomarker.
Reached agreement with the FDA on important design elements for the pivotal Phase 3 trial for roxadustat for the treatment of anemia in patients with LR-MDS and high transfusion burden. FibroGen continues to assess both internal development or partnership opportunities for this program.

 

Upcoming Milestones:

FG-3246 (CD46 Targeting ADC) and FG-3180 (CD46 Targeting PET Imaging Agent)

Topline results from the investigator-sponsored Phase 1b/2 study, conducted by UCSF, of FG-3246 in combination with enzalutamide in patients with mCRPC are expected to be presented at a medical conference in the first quarter of 2026.
Interim results from the Phase 2 monotherapy trial are expected in the second half of 2026. The trial will also assess the diagnostic performance of FG-3180 to determine the potential correlation between CD46 expression and response to FG-3246.

Roxadustat

FibroGen remains on track to file the pivotal Phase 3 clinical trial protocol for roxadustat for the treatment of anemia in patients with LR-MDS and high transfusion burden in the fourth quarter of 2025.

 


Financial:

Total revenue from continuing operations for the third quarter of 2025 was $1.1 million, as compared to $0.1 million for the third quarter of 2024.
Net loss from continuing operations for the third quarter of 2025 was $13.1 million, or $3.25 loss per basic and diluted share, compared to a loss of $48.3 million, or $12.01 loss per basic and diluted share, one year ago.
On September 30, 2025, FibroGen reported cash, cash equivalents, accounts receivable, and investments of $121.1 million.
The Company expects its cash, cash equivalents, accounts receivable, and investments to be sufficient to fund operating plans into 2028.

 

Conference Call and Webcast Presentation

The FibroGen management team will host a conference call and webcast presentation to discuss the financial results and provide a business update. A live Q&A session will follow the brief presentation. Interested parties may access a live audio webcast of the conference call here. To access the call by phone, please register here, and you will be provided with dial in details. A replay of the webcast will also be available for a limited time on the Events & Presentations page on FibroGen’s website.

 

About FG-3246

FG-3246 (FOR46) is a potential first-in-class fully human antibody-drug conjugate (ADC), exclusively in-licensed from Fortis Therapeutics, and is being developed by FibroGen for metastatic castration-resistant prostate cancer and potentially other tumor types. FG-3246 binds to an epitope of CD46, a cell receptor target, that induces internalization upon antibody binding, is present at high levels in prostate cancer and other tumor types and demonstrates very limited expression in most normal tissues. FG-3246 is comprised of an anti-CD46 antibody, YS5, linked to the anti-mitotic agent, MMAE, which is a clinically and commercially validated ADC payload. FG-3246 has demonstrated anti-tumor activity in both preclinical and clinical studies.

 

FG-3246 is currently in an ongoing Phase 1b/2 study being conducted at UCSF as an investigator-sponsored trial to evaluate FG-3246 in combination with enzalutamide. An additional investigator-sponsored radiopharmaceutical marker trial using a zirconium-89 positron emission tomography (PET) tracer for CD46 that utilizes the YS5 antibody is also underway at UCSF. The Phase 2 monotherapy dose optimization trial for FG-3246 in metastatic castration-resistant prostate cancer has been initiated. FG-3246 is an investigational drug and not approved for marketing by any regulatory authority.

 

About Roxadustat

Roxadustat, an oral medication, is the first in a new class of medicines comprising HIF-PH inhibitors that promote erythropoiesis, or red blood cell production, through increased endogenous production of erythropoietin, improved iron absorption and mobilization, and downregulation of hepcidin.

 

Roxadustat is approved in China, Europe, Japan, and numerous other countries for the treatment of anemia of CKD in adult patients on dialysis (DD) and not on dialysis (NDD). FibroGen has the sole rights to roxadustat in the United States, Canada, Mexico, and in all markets not held by AstraZeneca or licensed to Astellas. Astellas and FibroGen are collaborating on the commercialization of roxadustat for the treatment of anemia in territories including Japan, Europe, Turkey, Russia, and the Commonwealth of Independent States, the Middle East, and South Africa.

 

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®, EVRENZOTM) 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 the development plan for the Phase 3 trial of 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 Phase 2 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.


 

Forward-Looking Statements

This release contains forward-looking statements regarding FibroGen’s strategy, future plans and prospects, including statements regarding its commercial products and clinical programs and those of its collaboration partners Fortis and UCSF. These forward-looking statements include, but are not limited to, statements regarding the efficacy, safety, convenience, and potential clinical or commercial success of FibroGen products and product candidates, statements under the caption “Upcoming Milestones”, statements about regulatory interactions, the estimated net cash portion of the purchase price of the sale of FibroGen China, statements regarding cash, such as the expectation that cash, cash equivalents and accounts receivable will be sufficient to fund FibroGen’s operating plans into 2028, and statements about FibroGen’s plans and objectives. These forward-looking statements are typically identified by use of terms such as “may,” “will”, “should,” “on track,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. FibroGen’s actual results may differ materially from those indicated in these forward-looking statements due to risks and uncertainties related to the continued progress and timing of its various programs, including the enrollment and results from ongoing and potential future clinical trials, and other matters that are described in FibroGen’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, each as filed with the Securities and Exchange Commission (SEC), including the risk factors set forth therein. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and FibroGen undertakes no obligation to update any forward-looking statement in this press release, except as required by law.

# # #

 


Condensed Consolidated Balance Sheets

(In thousands)

 

 

September 30, 2025

 

 

December 31, 2024

 

 

(Unaudited)

 

 

(1)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

117,975

 

 

$

50,482

 

Accounts receivable, net

 

121

 

 

 

481

 

Inventory

 

3,864

 

 

 

3,155

 

Prepaid expenses and other current assets

 

11,463

 

 

 

31,542

 

Current assets held for sale

 

 

 

 

110,849

 

Total current assets

 

133,423

 

 

 

196,509

 

Long-term investments

 

3,035

 

 

 

 

Other assets

 

556

 

 

 

1,405

 

Long-term assets held for sale

 

 

 

 

16,611

 

Total assets

$

137,014

 

 

$

214,525

 

 

 

 

 

 

 

Liabilities, stockholders’ equity and non-controlling interests

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

5,093

 

 

$

5,064

 

Accrued and other liabilities

 

25,776

 

 

 

62,035

 

Deferred revenue

 

5,104

 

 

 

27,290

 

Current liabilities held for sale

 

 

 

 

38,917

 

Total current liabilities

 

35,973

 

 

 

133,306

 

Product development obligations

 

19,471

 

 

 

17,012

 

Deferred revenue, net of current

 

573

 

 

 

114,708

 

Senior secured term loan facilities, non-current

 

 

 

 

73,092

 

Liability related to sale of future revenues, non-current

 

63,414

 

 

 

58,864

 

Other long-term liabilities

 

98

 

 

 

822

 

Long-term liabilities held for sale

 

 

 

 

356

 

Total liabilities

 

119,529

 

 

 

398,160

 

 

 

 

 

 

 

Redeemable non-controlling interests

 

21,480

 

 

 

21,480

 

Total stockholders’ deficit attributable to FibroGen

 

(17,028

)

 

 

(225,602

)

Nonredeemable non-controlling interests

 

13,033

 

 

 

20,487

 

Total deficit

 

(3,995

)

 

 

(205,115

)

Total liabilities, redeemable non-controlling interests and deficit

$

137,014

 

 

$

214,525

 

 

(1)
The condensed consolidated balance sheet amounts at December 31, 2024 are derived from audited financial statements.

 


Condensed Consolidated Statements of Operations

(In thousands, except per share data)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(Unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

Development and other revenue

$

119

 

 

$

385

 

 

 

396

 

 

 

1,532

 

Drug product revenue, net

 

957

 

 

 

(262

)

 

 

4,767

 

 

 

24,954

 

Total revenue

 

1,076

 

 

 

123

 

 

 

5,163

 

 

 

26,486

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

(58

)

 

 

(75

)

 

 

278

 

 

 

21,407

 

Research and development

 

1,209

 

 

 

19,974

 

 

 

16,249

 

 

 

88,824

 

Selling, general and administrative

 

5,295

 

 

 

9,362

 

 

 

20,459

 

 

 

40,984

 

Restructuring charge

 

41

 

 

 

18,554

 

 

 

560

 

 

 

18,554

 

Total operating costs and expenses

 

6,487

 

 

 

47,815

 

 

 

37,546

 

 

 

169,769

 

Loss from operations

 

(5,411

)

 

 

(47,692

)

 

 

(32,383

)

 

 

(143,283

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other, net:

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(2,083

)

 

 

(2,069

)

 

 

(6,346

)

 

 

(6,029

)

Loss on debt extinguishments

 

(6,583

)

 

 

 

 

 

(6,583

)

 

 

 

Interest income and other income (expenses), net

 

931

 

 

 

1,472

 

 

 

1,628

 

 

 

4,608

 

Total interest and other, net

 

(7,735

)

 

 

(597

)

 

 

(11,301

)

 

 

(1,421

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

(13,146

)

 

 

(48,289

)

 

 

(43,684

)

 

 

(144,704

)

Provision for (benefit from) income taxes

 

 

 

 

3

 

 

 

(90

)

 

 

(271

)

Loss from continuing operations

 

(13,146

)

 

 

(48,292

)

 

 

(43,594

)

 

 

(144,433

)

Income from discontinued operations, net of tax

 

213,782

 

 

 

31,208

 

 

 

241,266

 

 

 

78,872

 

Net income (loss)

$

200,636

 

 

$

(17,084

)

 

$

197,672

 

 

$

(65,561

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations per share - basic and diluted

$

(3.25

)

 

$

(12.01

)

 

$

(10.79

)

 

$

(36.19

)

Income from discontinued operations per share - basic and diluted

 

52.86

 

 

 

7.76

 

 

 

59.69

 

 

 

19.76

 

Net income (loss) per share - basic and diluted

$

49.61

 

 

$

(4.25

)

 

$

48.90

 

 

$

(16.43

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares used to
    calculate net income (loss) per share - basic and diluted

 

4,044

 

 

 

4,021

 

 

 

4,042

 

 

 

3,991

 

# # #

 

For Investor Inquiries:

David DeLucia, CFA

Senior Vice President and Chief Financial Officer

ir@fibrogen.com