Current Report Filing (8-k)
December 06 2018 - 6:12AM
Edgar (US Regulatory)
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): December 5, 2018
FibroGen, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36740
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77-0357827
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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FibroGen, Inc.
409 Illinois Street
San
Francisco, CA 94158
(Address of principal executive offices, including zip code)
(415)
978-1200
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(d) Appointment of New Director
On December 5, 2018, 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 Maykin Ho, Ph.D., as a Class I director of the Company, effective December 5, 2018.
Dr. Ho will hold office for the term expiring at the Companys 2021 annual meeting of stockholders and she will receive compensation
as a
non-employee
director of the Company under the Companys
Non-Employee
Director Compensation Policy, as amended, filed as Exhibit 10.6 with the Companys
Quarterly Report on Form
10-Q
filed with the Securities and Exchange Commission (the SEC) on August 7, 2018. Under the
Non-Employee
Director
Compensation Policy, Dr. Ho received 1) two option grants to purchase a total of 13,408 shares of the Companys common stock with an exercise price of $41.34 per share, and 2) a grant of restricted stock units covering 1,855 shares of the
Companys common stock.
Dr. Ho and the Company have also entered into the Companys standard Indemnity Agreement,
effective December 5, 2018, a form of which is filed as Exhibit 10.26 with the Companys registration statement on Form
S-1,
as amended, filed with the SEC on October 23, 2014.
A copy of the Companys press release announcing Dr. Hos appointment to the Board is attached as Exhibit 99.1 to this
report.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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F
IBROGEN
, I
NC
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Dated: December 6, 2018
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By:
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/s/ Michael Lowenstein
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Michael Lowenstein
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Chief Legal Officer
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