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): October 28, 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 October 28, 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 Edwards as a Class II director of the Company and a member of the Audit Committee, effective October 28, 2015.
Mr. Edwards will hold office for the term expiring at the Company’s 2016 annual meeting of stockholders. Mr. Edwards 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. Edwards received two option grants to purchase a total of 19,168 shares of the Company’s common stock with an exercise price of $24.77 per share.
Mr. Edwards and the Company have also entered into the Company’s standard Indemnity Agreement, effective October 28, 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. Edwards’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 Edwards to Board of Directors” dated October 29, 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: October 29, 2015 | ||||||
| By: | /s/ Michael Lowenstein | |||||
| Michael Lowenstein | ||||||
| Vice President, Legal Affairs | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press Release titled “FibroGen Appoints Jeffrey Edwards to Board of Directors” dated October 29, 2015 | |
Exhibit 99.1
|
|
NEWS RELEASE
|
FibroGen Appoints Jeffrey Edwards to Board of Directors
SAN FRANCISCO, October 29, 2015 -- FibroGen, Inc. (“FibroGen”) (NASDAQ:FGEN), a research-based biopharmaceutical company, today announced that Jeffrey Edwards has been named to the company’s board of directors. Mr. Edwards is the former Executive Vice President, Finance and Business Development & Chief Financial Officer of Allergan, Inc.
“Jeff has a distinguished record as a pharmaceutical executive with extensive commercial, financial and public company management experience,” said Tom Neff, chief executive officer and chairman of the board at FibroGen. “His skill set is finely suited to FibroGen as we begin to plan with our partners for worldwide commercial efforts for roxadustat and the advancement of other core programs. On behalf of FibroGen and the Board of Directors, I welcome Jeff and look forward to drawing on his strategic, operational and financial judgment.”
Mr. Edwards joined Allergan in 1993 and, during his 21 years of service, held positions of increasing responsibility, including that of Chief Financial Officer from 2005 to 2014. He has been recognized by the Wall Street Journal as among the 25 Best CFOs. From 2003 to 2005, Mr. Edwards served as Allergan’s Corporate Vice President, Corporate Development and previously served as Senior Vice President, Treasury, Tax and Investor Relations. Prior to joining Allergan, Mr. Edwards was with Banque Paribas and Security Pacific National Bank, where he held various senior-level positions in the credit and business development functions. Mr. Edwards received a Bachelor of Arts degree in Sociology from Muhlenberg College and completed the Advanced Management Program at the Harvard Business School.
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
Greg Mann
FibroGen, Inc.
415-978-1433
gmann@fibrogen.com