View:
United States securities and exchange commission logo
February 2, 2022
Pat Cotroneo
Chief Financial Officer
FibroGen, Inc.
409 Illinois Street
San Francisco, CA 94158
Re: FibroGen, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed March 1, 2021
File No. 001-36740
Dear Mr. Cotroneo:
We have reviewed your January 20, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional comments.
Unless we note otherwise, our references to prior comments are to
comments in our January 5,
2022 letter.
Form 10-K filed March 1, 2021
Cover Page
1. We note your response
to our prior comment 5, which we reissue in part. Please revise
your proposed
disclosure to include related disclosure at the onset of Part 1. We will not
object to expanded
disclosure under the heading "China Operations," as referenced in
response to prior
comment 1.
Pat Cotroneo
FirstName LastNamePat Cotroneo
FibroGen, Inc.
Comapany2,NameFibroGen,
February 2022 Inc.
February
Page 2 2, 2022 Page 2
FirstName LastName
Item 1A. Risk Factors, page 49
2. We note your proposed additional risk factor in response to our prior
comment 6. Please
revise your proposed disclosure to explicitly address the consequences
to you and your
investors if it is later determined that the PCAOB is unable to
inspect or investigate
completely your auditor, including but not limited to, the risk that
lack of inspection could
cause trading in your securities to be prohibited under the Holding
Foreign Companies
Accountable Act and that an exchange may determine to delist your
securities.
3. We note your response to our prior comment 7, which we reissue. Please
revise your
proposed disclosure to also disclose that the United States Senate has
passed the
Accelerated Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of "non-inspection years" from three years to two
years, and thus,
would reduce the time before your securities may be prohibited from
trading or delisted.
Additionally, disclose that the Commission adopted rules to implement
the HFCAA and
that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission
of its determination that is unable to inspect or investigate
completely accounting firms
headquartered in mainland China or Hong Kong.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jane Park at 202-551-7439 or Christine Westbrook at
202-551-5019
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Juan Graham