FibroGen, Inc. (NASDAQ:FGEN) Files An 8-K Other Events
Item 8.01. Other Events.

On August15, 2017, FibroGen, Inc. (the “Registrant”) entered into an underwriting agreement with Goldman Sachs& Co. LLC, Citigroup Global Markets Inc. and Leerink Partners LLC (collectively, the “Underwriters”), relating to the issuance and sale of 8,000,000 shares of the Registrant’s common stock (the “Offering”) at a price to the public of $40.75 per share. The gross proceeds to the Registrant from the Offering are expected to be $326million before deducting the underwriting discounts and commissions and offering expenses payable by the Registrant. The offering is scheduled to close on or about August21, 2017, subject to customary closing conditions. In addition, under the terms of the underwriting agreement, the Registrant has granted the Underwriters an option, exercisable for 30 days from the date of the underwriting agreement, to purchase up to an additional 1,200,000 shares of the Registrant’s common stock.

The underwriting agreement contains customary representations, warranties, covenants and agreements by the Registrant, indemnification obligations of the Registrant and the underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the underwriting agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the underwriting agreement, and may be subject to limitations agreed upon by the contracting parties.

The Offering is being made by means of a written prospectus supplement and accompanying prospectus forming part of a shelf registration statement on Form S-3 (Registration Statement No.333-216368), previously filed with the Securities and Exchange Commission.

The underwriting agreement is attached as Exhibit 1.1 hereto, and the description of the terms of the underwriting agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.

On August15, 2017, the Registrant issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto.

Neither the disclosures on this Current Report on Form 8-K nor the attached press release shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FIBROGEN INC Exhibit
EX-1.1 2 d440461dex11.htm EX-1.1 EX-1.1 EXHIBIT 1.1 Execution Version FibroGen,…
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About FibroGen, Inc. (NASDAQ:FGEN)

FibroGen, Inc. is a research-based biopharmaceutical company. The Company is engaged in the discovery, development and commercialization of novel therapeutics to treat serious unmet medical needs. Its lead product candidate is roxadustat (FG-4592). It is also engaged in developing products, such as FG-6874, FG-3019 and FG-5200. FG-4592 is an oral small molecule inhibitor of hypoxia-inducible factor-prolyl hydroxylases (HIF-PHs), which acts by stimulating the body’s natural pathway of erythropoiesis or red blood cell production. FG-4592 is in Phase III clinical development for the treatment of anemia in chronic kidney disease (CKD). FG-3019 is a monoclonal antibody, which is in Phase II clinical development for the treatment of idiopathic pulmonary fibrosis (IPF), pancreatic cancer, Duchenne muscular dystrophy (DMD) and liver fibrosis. FG-6874 is in Phase I clinical trials, and FG-5200 is a corneal implant medical device, which is in preclinical studies.