FIBROGEN INC
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 26, 2024
KYNB$3.57-8.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) We have filed the following documents as part of this Annual Report:
- Consolidated Financial Statements
Information in response to this Item is included in Part II, Item 8 of this Annual Report.
- Financial Statement Schedules
Schedule II is included on page 150. All other schedules are omitted because they are not required or the required information is included in the consolidated financial statements or notes thereto.
- Exhibits
See Item 15(b) below.
(b)Exhibits—We have filed, or incorporated into this Annual Report by reference, the exhibits listed below. Where an exhibit is incorporated by reference, the number in parentheses indicates the document to which cross-reference is made. Refer to the end of this table for a listing of cross-reference documents.
| Exhibit · Incorporation By Reference | |||||
|---|---|---|---|---|---|
| Number | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of FibroGen, Inc. | 8-K | 001-36740 | 3.1 | 11/21/2014 |
| 3.2 | Amended and Restated Bylaws of FibroGen, Inc. | S-1/A | 333-199069 | 3.4 | 10/23/2014 |
| 4.1 | Form of Common Stock Certificate. | 8-K | 001-36740 | 4.1 | 11/21/2014 |
| 4.2 | Shareholders’ Agreement by and among FibroGen International (Cayman) Limited and certain of its shareholders, dated as of September 8, 2017. | 10-Q | 001-36740 | 4.6 | 11/8/2017 |
| 4.3 | Common Stock Purchase Agreement by and between FibroGen, Inc. and AstraZeneca AB, dated as of October 20, 2014. | S-1/A | 333-199069 | 4.17 | 10/24/2014 |
| 4.4 | Description of Capital Stock of FibroGen, Inc | 10-K | 001-36740 | 4.4 | 3/2/2020 |
| 10.1(i)+ | FibroGen, Inc. Amended and Restated 2005 Stock Plan. | S-1 | 333-199069 | 10.3(i) | 10/1/2014 |
| 10.1(ii)+ | Forms of stock option agreement, restricted stock purchase agreement and stock appreciation right agreement under the FibroGen, Inc. Amended and Restated 2005 Stock Plan. | S-1 | 333-199069 | 10.3(ii) | 10/1/2014 |
| 10.1(iii)+ | Form of stock option agreement under the FibroGen, Inc. Amended and Restated 2005 Stock Plan applicable to options exchanged pursuant to FibroGen, Inc.’s 2010 amendment and exchange offer. | S-1 | 333-199069 | 10.3(iii) | 10/1/2014 |
| 10.1(iv)+ | Form of 2010 amendment to the form of stock option agreement under the FibroGen, Inc. Amended and Restated 2005 Stock Plan applicable to options amended pursuant to FibroGen, Inc.’s 2010 amendment and exchange offer. | S-1 | 333-199069 | 10.3(iv) | 10/1/2014 |
| 10.1(v)+ | Form of 2013 amendment to the form of stock option agreement under the FibroGen, Inc. Amended and Restated 2005 Stock Plan applicable to options amended or exchanged pursuant to FibroGen, Inc.’s 2010 amendment and exchange offer. | S-1 | 333-199069 | 10.3(v) | 10/1/2014 |
| 10.2+ | FibroGen, Inc. 2014 Equity Incentive Plan and forms of agreement thereunder. | S-1/A | 333-199069 | 10.4 | 11/12/2014 |
| 10.3+ | FibroGen, Inc. 2014 Employee Stock Purchase Plan. | S-1/A | 333-199069 | 10.5 | 11/12/2014 |
| 10.4+ | FibroGen, Inc. Non-Employee Director Compensation Policy, as amended. | 10-Q | 001-36740 | 10.3 | 5/8/2023 |
| 10.5*+ | FibroGen, Inc. Bonus Plan. | — | — | — | — |
| 10.6 | Lease Agreement by and between FibroGen, Inc. and X-4 Dolphin LLC, dated as of September 22, 2006; as amended by First Amendment to Lease by and between FibroGen, Inc. and X-4 Dolphin LLC, dated as of October 10, 2007; as amended by Second Amendment to Lease by and between FibroGen, Inc. and X-4 Dolphin LLC, dated as of June 29, 2009; as amended by Third Amendment to Lease by and between FibroGen, Inc. and Are-San Francisco No. 43, LLC (as successor in interest to X-4 Dolphin LLC), dated as of May 19, 2011; as amended by Fourth Amendment to Lease by and between FibroGen, Inc. and Are-San Francisco No. 43, LLC, dated as of September 8, 2011. | S-1 | 333-199069 | 10.8 | 10/1/2014 |
| 10.7 | Lease for Premises in Beijing BDA Biomedical Park by and among Beijing FibroGen Medical Technology Development Co., Ltd., Beijing Economic and Technology Investment Development Parent Company and Beijing BDA International Biological Pharmaceutical Investment Management Co., Ltd., effective as of February 1, 2013, as supplemented by the Supplementary Agreement to Lease of Premises in Beijing BDA Biomedical Park by and among Beijing FibroGen Medical Technology Development Co., Ltd., Beijing Economic Technology Investment Development Parent Company and Beijing BDA International Biological Pharmaceutical Investment Management Co., Ltd., dated as of January 30, 2013. | S-1 | 333-199069 | 10.9 | 10/1/2014 |
| 10.8+ | Form of Employment Offer Letter. | S-1 | 333-199069 | 10.10 | 10/1/2014 |
| 10.9† | Collaboration Agreement, by and between FibroGen, Inc. and Astellas Pharma Inc., effective as of June 1, 2005. | 10-Q | 001-36740 | 10.1 | 11/5/2020 |
| 10.9(i)† | Amendment No. 1 to Collaboration Agreement, by and between FibroGen, Inc. and Astellas Pharma Inc., effective as of January 1, 2013. | 10-K | 001-36740 | 10.9(i) | 2/27/2019 |
| 10.10† | Anemia License and Collaboration Agreement, by and between FibroGen, Inc. and Astellas Pharma Inc., effective as of April 28, 2006. | S-1 | 333-199069 | 10.12 | 10/1/2014 |
| 10.11† | Amendment to Anemia License and Collaboration Agreement, by and between FibroGen, Inc. and Astellas Pharma Inc., effective as of August 31, 2006. | S-1 | 333-199069 | 10.13 | 10/1/2014 |
| 10.12 | Amendment No. 2 to Anemia License and Collaboration Agreement, by and between FibroGen, Inc. and Astellas Pharma Inc., effective as of December 1, 2006. | S-1 | 333-199069 | 10.14 | 10/1/2014 |
| 10.13† | Supplement to Anemia License and Collaboration Agreement, by and between FibroGen, Inc. and Astellas Pharma Inc., effective as of April 28, 2006. | S-1 | 333-199069 | 10.15 | 10/1/2014 |
| 10.14† | Amendment No. 3 to Anemia License and Collaboration Agreement, by and between FibroGen, Inc. and Astellas Pharma Inc., dated as of May 10, 2012. | S-1 | 333-199069 | 10.16 | 10/1/2014 |
| 10.15† | Amended and Restated License, Development and Commercialization Agreement (China) by and among FibroGen China Anemia Holdings, Ltd., Beijing FibroGen Medical Technology Development Co., Ltd., FibroGen International (Hong Kong) Limited and AstraZeneca AB, effective as of July 30, 2013. | 10-Q | 001-36740 | 10.3 | 11/5/2020 |
| 10.16† | Amended and Restated License, Development and Commercialization Agreement (for the U.S. and Certain Other Territories) by and between FibroGen, Inc. and AstraZeneca AB, effective as of July 30, 2013. | 10-Q | 001-36740 | 10.2 | 11/5/2020 |
| 10.17 | Research and Commercialization Agreement by and among FibroGen, Inc., GenPharm International Inc., Medarex, Inc. and FibroPharma, Inc., effective as of July 9, 1998. | S-1 | 333-199069 | 10.21 | 10/1/2014 |
| 10.18 | Amendment No. 1 to Research and Commercialization Agreement by and among FibroGen, Inc., GenPharm International Inc., Medarex, Inc. and FibroPharma, Inc., effective as of June 30, 2001. | S-1 | 333-199069 | 10.22 | 10/1/2014 |
| 10.19† | Amendment No. 2 to Research and Commercialization Agreement by and among FibroGen, Inc., GenPharm International Inc., Medarex, Inc. and FibroPharma, Inc., effective as of January 28, 2002. | 10-Q | 001-36740 | 10.6 | 11/5/2020 |
| 10.20+ | Form of Indemnity Agreement by and between FibroGen, Inc. and its directors and officers. | S-1/A | 333-199069 | 10.27 | 10/23/2014 |
| 10.21† | State-Owned Construction Land Use Right Granting Contract by and between FibroGen (China) Medical Technology Development Co., Ltd. and The Bureau of Land and Resources of Cangzhou, dated as of February 24, 2017. | 10-Q | 001-36740 | 10.32 | 5/9/2017 |
| 10.22† | Commercial Supply Agreement by and between FibroGen, Inc. and Catalent Pharma Solutions, LLC, effective as of January 1, 2020. | 10-K | 001-36740 | 10.28 | 3/2/2020 |
| 10.23† | Master Supply Agreement by and among FibroGen, Inc., Shanghai SynTheAll Pharmaceutical Co., Ltd. and STA Pharmaceutical Hong Kong Limited, effective March 2, 2020. | 8-K | 001-36740 | 99.1 | 3/24/2020 |
| 10.24† | Amendment No.1 to Master Supply Agreement by and among FibroGen, Inc., Shanghai SynTheAll Pharmaceutical Co., Ltd. and STA Pharmaceutical Hong Kong Limited, effective May 11, 2020. | 10-Q | 001-36740 | 10.2 | 8/6/2020 |
| 10.25† | Second Amended and Restated License, Development and Commercialization Agreement by and among FibroGen China Anemia Holdings, Ltd., FibroGen China Medical Technology Development Co., Ltd., FibroGen International (Hong Kong) Limited, and AstraZeneca AB, effective July 1, 2020. | 10-Q | 001-36740 | 10.3 | 8/6/2020 |
| 10.26† | Amendment No. 1 to the Amended and Restated License, Development and Commercialization Agreement by and between FibroGen, Inc. and AstraZeneca AB, effective July 1, 2020. | 10-Q | 001-36740 | 10.4 | 8/6/2020 |
| 10.27† | Amendment No. 2 to Master Supply Agreement by and among FibroGen, Inc., Shanghai SynTheAll Pharmaceutical Co., Ltd. and STA Pharmaceutical Hong Kong Limited, effective July 24, 2020. | 10-Q | 001-36740 | 10.8 | 11/5/2020 |
| 10.28† | Master Supply Agreement by and between FibroGen, Inc. and AstraZeneca UK Limited, effective September 10, 2020. | 10-Q | 001-36740 | 10.9 | 11/5/2020 |
| 10.29† | Master Services Agreement by and between FibroGen, Inc. and Samsung Biologics Co., Ltd., effective as of October 30, 2020. | 10-K | 001-36740 | 10.35 | 3/1/2021 |
| 10.30† | Product Specific Agreement by and between FibroGen, Inc. and Samsung Biologics Co., Ltd., effective as of October 30, 2020. | 10-K | 001-36740 | 10.36 | 3/1/2021 |
| 10.31† | Astellas EU Supply Agreement by and between FibroGen, Inc. and Astellas Pharma Europe Ltd, effective as of January 1, 2021. | 10-Q | 001-36740 | 10.2 | 5/10/2021 |
| 10.32† | Amendment No. 3 to Master Supply Agreement by and among FibroGen, Inc., Shanghai SynTheAll Pharmaceutical Co., Ltd., and STA Pharmaceutical Hong Kong Limited, dated as of January 12, 2021. | 10-Q | 001-36740 | 10.3 | 5/10/2021 |
| 10.33 | Sixth Amendment to the Lease by and between ARE-San Francisco No., 43, LLC and FibroGen, Inc. as of June 1, 2021. | 10-Q | 001-36740 | 10.1 | 8/9/2021 |
| 10.34† | Exclusive License and Option Agreement by and between FibroGen, Inc. and HiFiBiO (HK) Limited (D.B.A. HiFiBiO Therapeutics), as of June 16, 2021. | 10-Q | 001-36740 | 10.2 | 8/9/2021 |
| 10.35† | Amendment No. 4 to Master Supply Agreement by and among FibroGen, Inc., Shanghai SynTheAll Pharmaceutical Co., Ltd., and STA Pharmaceutical Hong Kong Limited, dated as of October 29, 2021. | 10-K | 001-36740 | 10.36 | 2/28/2022 |
| 10.36+ | Offer Letter, by and between FibroGen, Inc. and Christine Chung, dated as of June 17, 2008. | 10-K | 001-36740 | 10.32 | 3/2/2020 |
| 10.37+ | Offer Letter by and between FibroGen, Inc. and Juan Graham, effective as of July 30, 2021. | 10-Q | 001-36740 | 10.2 | 11/9/2021 |
| 10.38+ | Form of Executive Officer Change in Control and Severance Agreement. | 10-K | 001-36740 | 10.35 | 3/2/2020 |
| 10.39† | Amended and Restated Exclusive License Agreement by and between FibroGen, Inc. and Eluminex Biosciences (Suzhou) Limited as of January 21, 2022. | 10-Q | 001-36740 | 10.1 | 5/9/2022 |
| 10.40 | Amended and Restated Equity Distribution Agreement by and between FibroGen, Inc. and Goldman Sachs & Co. LLC and BofA Securities, Inc., dated February 27, 2023. | 10-K | 001-36740 | 10.44 | 2/27/2023 |
| 10.41† | Amendment No. 1 to Product Specific Agreement - Clinical Product Drug Substance by and between FibroGen, Inc. and Samsung Biologics Co., Ltd., effective as of October 25, 2022. | 10-K | 001-36740 | 10.45 | 2/27/2023 |
| 10.42† | Revenue Interest Financing Agreement by and between FibroGen, Inc. and NQ Project Phoebus, L.P., dated as of November 4, 2022. | 10-K | 001-36740 | 10.46 | 2/27/2023 |
| 10.43† | Letter Agreement by and among Astellas Pharma Inc., Astellas Pharma Europe Ltd., and FibroGen, Inc., effective as of November 4, 2022. | 10-K | 001-36740 | 10.47 | 2/27/2023 |
| 10.44† | Amendment No.1 to Commercial Supply Agreement (Roxadustat) by and between FibroGen, Inc. and its Affiliates and Catalent Pharma Solutions, LLC, effective as of January 1, 2023. | 10-Q | 001-36740 | 10.2 | 5/8/2023 |
| 10.45+ | Form of Executive Officer Change in Control and Severance Agreement. | 10-Q | 001-36740 | 10.4 | 5/8/2023 |
| 10.46+ | Offer Letter, dated July 23, 2023, between FibroGen, Inc. and Thane Wettig. | 8-K | 001-36740 | 10.1 | 7/25/2023 |
| 10.47+ | Consulting Agreement, dated July 23, 2023, between FibroGen, Inc. and Enrique Conterno. | 8-K | 001-36740 | 10.2 | 7/25/2023 |
| 10.48† | Amended and Restated Exclusive License Agreement by and among FibroGen, Inc., FibroGen (China) Medical Technology Development Co., Ltd., and Eluminex Biosciences Suzhou) Limited, dated April 19, 2023. | 10-Q | 001-36740 | 10.4 | 8/7/2023 |
| 10.49† | Financing Agreement by and among FibroGen, Inc., certain of its subsidiaries, NHTV Fairview Holding LLC, NHTV II Fairview Holding LLC, MSTV Fund II Employees Fairview Holding LLC, and Wilmington Trust, National Association, dated as of April 29, 2023. | 10-Q | 001-36740 | 10.5 | 8/7/2023 |
| 10.50† | Evaluation Agreement by and between FibroGen, Inc. and Fortis Therapeutics, Inc., dated May 5, 2023. | 10-Q | 001-36740 | 10.6 | 8/7/2023 |
| 10.51† | Option Agreement and Plan of Merger by and among FibroGen, Inc., Fortis Therapeutics, Inc., and Shareholder Representative Services LLC, dated as of May 5, 2023. | 10-Q | 001-36740 | 10.7 | 8/7/2023 |
| 10.52+ | Consulting Agreement, dated September 11, 2023, between FibroGen, Inc. and Mark Eisner. | 8-K | 001-36740 | 10.1 | 9/6/2023 |
| 10.53*† | Amendment No. 1 to the Second Amended and Restated Exclusive License Agreement, dated as of November 16, 2023. | — | — | — | — |
| 21.1 | Subsidiaries of FibroGen, Inc. | 10-Q | 001-36740 | 21.1 | 8/9/2021 |
| 23.1* | Consent of PricewaterhouseCoopers LLP. | — | — | — | — |
| 24.1* | Power of Attorney (included in signature pages). | — | — | — | — |
| 31.1* | Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a). | — | — | — | — |
| 31.2* | Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a). | — | — | — | — |
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350)(1). | — | — | — | — |
| 97.1* | Policy for Recoupment of Incentive Compensation. | — | — | — | — |
| 101.INS* | Inline XBRL Instance Document: the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | — | — | — | — |
| 101.SCH* | Inline XBRL Taxonomy Schema Linkbase Document | — | — | — | — |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | — | — | — | — |
- Filed herewith.
** Furnished herewith.
† Portions of this exhibit (indicated by asterisks) have been omitted as the Company has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm if publicly disclosed or is the type of information the Company treats as confidential.
- Indicates a management contract or compensatory plan.
(1)
This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of FibroGen, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
(c)Financial Statement Schedules—See (a) 2 above. All other financial statement schedules are omitted because they are not applicable because the requested information is included in the consolidated financial statements or notes thereto.
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