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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): August 5, 2020

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) Appointment of New Directors

Effective as of August 5, 2020, the Board of Directors (the “Board”) of FibroGen, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Benjamin Cravatt, Ph.D. as a Class II director of the Company and appointed Aoife Brennan, M.B., B.Ch. as a Class III director of the Company.

Dr. Cravatt will hold office for the term expiring at the Company’s 2022 annual meeting of stockholders and Dr. Brennan will hold office for the term expiring at the Company’s 2023 annual meeting of stockholders. Each of Dr. Cravatt and Dr. Brennan will receive compensation as a non-employee director of the Company under the Company’s Non-Employee Director Compensation Policy, as amended.

Dr. Cravatt and Dr. Brennan have each entered into the Company’s standard Indemnity Agreement, effective August 5, 2020, 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 the appointments of Dr. Cravatt and Dr. Brennan 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

 

104

  

Press Release titled “FibroGen Announces New Appointments to its Board of Directors” dated August 6, 2020

 

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.

Dated: August 6, 2020

 

 

By:

 

/s/ Michael Lowenstein

 

 

 

Michael Lowenstein

 

 

 

Chief Legal Officer

 

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