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 6, 2015
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.) |
FibroGen, Inc.
409 Illinois Street
San Francisco, CA 94158
(Address of principal executive offices, including zip code)
(415) 978-1200
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (d) | Appointment of New Director |
On August 6, 2015, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of FibroGen, Inc. (the “Company”), the Board appointed Jeffrey W. Henderson as a Class I director of the Company and a member of the Audit Committee, effective August 6, 2015.
Mr. Henderson will hold office for the term expiring at the Company’s 2018 annual meeting of stockholders. Mr. Henderson will receive compensation as a non-employee director of the Company under the Company’s Non-Employee Director Compensation Policy, as amended, filed as Exhibit 10.5 with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2015. Under the Non-Employee Director Compensation Policy, Mr. Henderson received two option grants to purchase a total of 21,896 shares of the Company’s common stock with an exercise price of $22.09 per share.
Mr. Henderson and the Company have also entered into the Company’s standard Indemnity Agreement, effective August 6, 2015, a form of which is filed as Exhibit 10.26 with the Company’s registration statement on Form S-1, as amended, filed with the SEC on October 23, 2014.
A copy of the Company’s press release announcing Mr. Henderson’s appointment to the Board is attached as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release titled “FibroGen Appoints Jeffrey W. Henderson to Board of Directors” dated August 6, 2015 | |
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. | ||||||
| Dated: August 12, 2015 | ||||||
| By: | /s/ Michael Lowenstein | |||||
| Michael Lowenstein | ||||||
| VP, Legal Affairs | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press Release titled “FibroGen Appoints Jeffrey W. Henderson to Board of Directors” dated August 6, 2015 | |
Exhibit 99.1
|
|
NEWS RELEASE
|
FibroGen Appoints Jeffrey W. Henderson to Board of Directors
Selects Industry Veteran With Broad Financial, Operations and China-Based Experience
SAN FRANCISCO, Aug. 6, 2015 (GLOBE NEWSWIRE) — FibroGen, Inc. (NASDAQ:FGEN), a research-based biopharmaceutical company, today announced that Jeffrey W. Henderson has joined the company’s board of directors.
“Jeff’s impressive industry knowledge, financial expertise and deep operational and commercial experience span both established and emerging markets. His counsel and know-how will be invaluable as we work together with our partners to advance the global Phase 3 development of roxadustat and broaden our development pipelines in fibrosis and hypoxia biology,” said Tom Neff, chief executive officer and chairman of the board at FibroGen.
Mr. Henderson has nearly 30 years of financial, commercial and pharmaceutical industry experience. He most recently served as chief financial officer for Cardinal Health, Inc. from 2005 until 2014. His many responsibilities at Cardinal Health included commercial operations in China. Prior to Cardinal Health, Mr. Henderson was president and general manager of Eli Lilly Canada Inc. and vice president and corporate controller of Eli Lilly & Company. He joined Eli Lilly in 1998 as vice president and corporate treasurer. His prior experience includes 10 years at General Motors, where he served in executive and managerial posts in Great Britain, Singapore, New York, and Canada.
He received his Bachelor of Science degree in electrical engineering from Kettering University, Flint, Michigan, and his Master of Business Administration degree from Harvard Graduate School of Business Administration. Mr. Henderson is a native of St. Catharines, Ontario, Canada. He is a director of Halozyme Therapeutics, Inc. and Integrated DNA Technologies, Inc., and serves as a trustee for the Columbus School for Girls.
About FibroGen
FibroGen is a research-based biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutics to treat serious unmet medical needs. The company utilizes its extensive experience in fibrosis and hypoxia-inducible factor (HIF) biology to generate development programs in multiple therapeutic areas. Its most advanced product candidate, roxadustat, or FG-4592, is an oral small molecule inhibitor of HIF prolyl hydroxylases, or HIF-PHs, in Phase 3 clinical development
for the treatment of anemia in CKD. A second product candidate, FG-3019, is a monoclonal antibody in Phase 2 clinical development for the treatment of idiopathic pulmonary fibrosis (IPF), pancreatic cancer and liver fibrosis. For more information, please visit: www.fibrogen.com.
Contact information
FibroGen, Inc.
Greg Mann, 415-978-1433
gmann@fibrogen.com