8-K
0000921299false00009212992022-11-072022-11-07

 

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): November 07, 2022

 

 

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.)

 

 

 

 

 

409 Illinois Street

 

San Francisco, California

 

94158

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 415 978-1200

 

 

(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(s)

 


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 2.02 Results of Operations and Financial Condition.

On November 7, 2022, FibroGen, Inc. (“FibroGen”) issued a press release announcing financial results for the quarter ended September 30, 2022. A copy of such press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

 

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02, in Exhibit 99.1 shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by FibroGen, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

 

 

 

 

Exhibit No.

 

Description

 

 

99.1

 

Press Release titled “FibroGen Reports Third Quarter 2022 Financial Results,” dated November 7, 2022

104

 

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 thereunto duly authorized.

 

 

 

FIBROGEN, INC.

 

 

 

 

Date:

November 7, 2022

By:

/s/ Juan Graham

 

 

 

Juan Graham
Senior Vice President and Chief Financial Officer

 


EX-99.1

Exhibit 99.1

FibroGen Reports Third Quarter 2022 Financial Results

Continued advancement of pamrevlumab clinical trials – topline data from five pivotal Phase 3 trials beginning in 1H 2023 through mid-2024
Completed enrollment of MATTERHORN Phase 3 study of roxadustat in patients with anemia of myelodysplastic syndromes with topline data expected 1H 2023
Strong roxadustat volume growth in China of over 80% vs 3Q 2021
Announced non-dilutive royalty monetization transaction with NovaQuest for $50 million of capital secured by 22.5% of roxadustat royalty revenue in the Astellas territories

 

SAN FRANCISCO, November 7, 2022 (GLOBE NEWSWIRE) -- FibroGen, Inc. (NASDAQ: FGEN) today reported financial results for the third quarter 2022 and provided an update on the company’s recent developments.

 

“I am very pleased with our progress across our clinical development programs with 3 pivotal trials expected to read out for pamrevlumab in 2023 and two more in 2024. Notably, our Phase 3 trials of roxadustat in the U.S. and Europe for anemia of myelodysplastic syndromes, and chemotherapy-induced anemia in China add two more pivotal readouts next year,” said Enrique Conterno, Chief Executive Officer, FibroGen. “The strategic financing transaction with NovaQuest provides additional non-dilutive capital which strengthens our balance sheet to support the development and commercialization of pamrevlumab while continuing to advance and expand our pipeline.”

 

Recent Developments:

Announced non-dilutive royalty monetization transaction with NovaQuest Capital Management secured by 22.5% of roxadustat royalty revenue in the territories licensed to Astellas Pharma Inc., providing $50 million to support our strategic priorities.
Completed enrollment of the MATTERHORN Phase 3 study of roxadustat in patients with anemia of myelodysplastic syndromes (MDS).
Roxadustat continues to gain approvals in additional countries around the world. It is now approved in China, Europe, Japan, and numerous other territories for the treatment of anemia in chronic kidney disease (CKD) patients on dialysis and not on dialysis.

 

China Performance:

FibroGen’s net product revenue under U.S. GAAP from the sale of roxadustat in China was $17.4 million compared to $13.4 million in the third quarter of 2021, an increase of 29%.
Third quarter total roxadustat net sales in China1 by FibroGen and the distribution entity (JDE) jointly owned by FibroGen and AstraZeneca was $59.0 million, compared to $57.8 million in the third quarter of 2021.
Roxadustat continues to be the number one brand based on value share in the anemia of CKD market in China.

 

 

________________________________________________

1 Total roxadustat net sales in China includes sales made by the distribution entity as well as FibroGen China’s direct sales, each to its own distributors. The distribution entity jointly owned by AstraZeneca and FibroGen is not consolidated into FibroGen’s financial statements.

 

 

 


Upcoming Milestones:

Pamrevlumab


Topline data from the LELANTOS-1 Phase 3 study of pamrevlumab in non-ambulatory DMD patients expected 1H 2023.

Topline data from the ZEPHYRUS-1 Phase 3 study of pamrevlumab in IPF expected mid-2023.
Topline data from the LELANTOS-2 Phase 3 study of pamrevlumab in ambulatory DMD patients expected 2H 2023.
 
Topline data from the LAPIS Phase 3 study of pamrevlumab in LAPC expected 1H 2024.
 
Topline data from the ZEPHYRUS-2 Phase 3 study of pamrevlumab in IPF expected mid-2024.

 

Roxadustat
 

Topline data from the MATTERHORN Phase 3 study of roxadustat in anemia of MDS expected 1H 2023.
 
Topline data from the China Phase 3 study of roxadustat for the treatment of chemotherapy-induced anemia (CIA) expected mid-2023.
 

 

Financial:

Total revenue for the third quarter of 2022 was $15.7 million, as compared to $156.0 million for the third quarter of 2021, which included $120 million of milestone payments from Astellas related to the EU approval of roxadustat.
Net loss for the third quarter of 2022 was $91.7 million, or $0.98 net loss per basic and diluted share, compared to a net income of $49.8 million, or $0.54 net income per basic and diluted share one year ago.
At September 30, 2022, FibroGen had $441.6 million in cash - defined as cash, cash equivalents, investments, and accounts receivable.
Today we announced a non-dilutive royalty monetization transaction with NovaQuest Capital Management, providing $50 million to support our strategic priorities.
After this transaction and based on our latest forecast, we anticipate our 2022 ending cash balance to be $380-$410 million.

 

Conference Call and Webcast Details

FibroGen will host a conference call and webcast today, Monday, November 7, 2022, at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) to discuss financial results and provide a business update. A live audio webcast of the call may be accessed in the investor section of the Company’s website, www.fibrogen.com. To access the call by phone, please go to this link (registration link), and you will be provided with dial-in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time at the following link (webcast replay).

 

About Pamrevlumab

Pamrevlumab is a potential first-in-class antibody being developed by FibroGen to inhibit the activity of connective tissue growth factor (CTGF), a common factor in fibrotic and proliferative disorders characterized by persistent and excessive scarring that can lead to organ dysfunction and failure. Pamrevlumab is in Phase 3 clinical development for the treatment of idiopathic pulmonary fibrosis (IPF), locally advanced unresectable pancreatic cancer (LAPC), and Duchenne muscular dystrophy (DMD), and in Phase 2/3 for the treatment of metastatic pancreatic cancer. The U.S. Food and Drug Administration has granted Orphan Drug Designation (ODD), and Fast Track designation to pamrevlumab for the treatment of patients with IPF, DMD, and LAPC. The U.S. Food and Drug Administration has also granted Rare Pediatric Disease Designation to pamrevlumab for the treatment of patients with DMD. Pamrevlumab has demonstrated a safety and tolerability profile that has supported ongoing clinical investigation in IPF, DMD, and LAPC. Pamrevlumab is an investigational drug and not approved for marketing by any regulatory authority. For information about pamrevlumab studies currently recruiting patients, please visit www.clinicaltrials.gov.


 

About Roxadustat

Roxadustat, an oral medication, is the first in a new class of medicines comprising HIF-PH inhibitors that promote erythropoiesis, or red blood cell production, through increased endogenous production of erythropoietin, improved iron absorption and mobilization, and downregulation of hepcidin. Roxadustat is in clinical development for anemia of chronic kidney disease (CKD) and anemia associated with myelodysplastic syndromes (MDS), and for chemotherapy-induced anemia (CIA).

Roxadustat is approved in China, Europe, Japan, and numerous other countries for the treatment of anemia of CKD in adult patients on dialysis (DD) and not on dialysis (NDD). Several other licensing applications for roxadustat have been submitted by partners, Astellas and AstraZeneca to regulatory authorities across the globe, and are currently under review.

Astellas and FibroGen are collaborating on the development and commercialization of roxadustat for the potential treatment of anemia in territories including Japan, Europe, Turkey, Russia and the Commonwealth of Independent States, the Middle East, and South Africa. FibroGen and AstraZeneca are collaborating on the development and commercialization of roxadustat for the potential treatment of anemia in the U.S., China, and other markets not licensed to Astellas.

 

About FibroGen

FibroGen, Inc. is a biopharmaceutical company committed to discovering, developing, and commercializing a pipeline of first-in-class therapeutics. The Company applies its pioneering expertise in connective tissue growth factor (CTGF) biology and hypoxia-inducible factor (HIF) to advance innovative medicines for the treatment of unmet needs. Pamrevlumab, an anti-CTGF human monoclonal antibody, is in clinical development for the treatment of idiopathic pulmonary fibrosis (IPF), locally advanced unresectable pancreatic cancer (LAPC), metastatic pancreatic cancer, and Duchenne muscular dystrophy (DMD). Roxadustat (爱瑞卓®, EVRENZOTM) is currently approved in China, Europe, Japan, and numerous other countries for the treatment of anemia in CKD patients on dialysis and not on dialysis. Roxadustat is in Phase 3 clinical development in the U.S. and Europe for anemia associated with myelodysplastic syndromes (MDS), and in Phase 3 clinical development in China for the treatment of chemotherapy-induced anemia (CIA). FibroGen recently expanded its research and development portfolio to include product candidates in the immuno-oncology and autoimmune space. For more information, please visit www.fibrogen.com.

 

Forward-Looking Statements

This release contains forward-looking statements regarding our strategy, future plans and prospects, including statements regarding the development and commercialization of the company’s product candidates, the potential safety and efficacy profile of our product candidates, and our clinical programs. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions and are not historical facts and typically are identified by use of terms such as “may,” “will”, “should,” “on track,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. Our actual results may differ materially from those indicated in these forward-looking statements due to risks and uncertainties related to the continued progress and timing of our various programs, including the enrollment and results from ongoing and potential future clinical trials, and other matters that are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, each as filed with the Securities and Exchange Commission (SEC), including the risk factors set forth therein. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and we undertake no obligation to update any forward-looking statement in this press release, except as required by law.

# # #


Condensed Consolidated Balance Sheets

(In thousands)

 

 

September 30, 2022

 

 

December 31, 2021

 

 

(Unaudited)

 

 

(1)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

155,960

 

 

$

171,223

 

Short-term investments

 

252,560

 

 

 

233,967

 

Accounts receivable, net

 

15,328

 

 

 

17,401

 

Inventory

 

39,950

 

 

 

31,015

 

Prepaid expenses and other current assets

 

10,426

 

 

 

20,453

 

Total current assets

 

474,224

 

 

 

474,059

 

 

 

 

 

 

 

Restricted time deposits

 

2,072

 

 

 

2,072

 

Long-term investments

 

17,780

 

 

 

167,796

 

Property and equipment, net

 

22,287

 

 

 

28,277

 

Equity method investment in unconsolidated variable interest entity

 

4,631

 

 

 

3,825

 

Operating lease right-of-use assets

 

82,903

 

 

 

91,112

 

Other assets

 

4,940

 

 

 

6,680

 

Total assets

$

608,837

 

 

$

773,821

 

 

 

 

 

 

 

Liabilities, stockholders’ equity and non-controlling interests

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

19,323

 

 

$

26,097

 

Accrued and other liabilities

 

213,806

 

 

 

172,599

 

Deferred revenue

 

7,361

 

 

 

15,857

 

Operating lease liabilities, current

 

11,504

 

 

 

10,944

 

Total current liabilities

 

251,994

 

 

 

225,497

 

 

 

 

 

 

 

Product development obligations

 

15,422

 

 

 

17,613

 

Deferred revenue, net of current

 

199,758

 

 

 

186,801

 

Operating lease liabilities, non-current

 

81,091

 

 

 

88,776

 

Other long-term liabilities

 

14,299

 

 

 

26,021

 

Total liabilities

 

562,564

 

 

 

544,708

 

 

 

 

 

 

 

Total stockholders’ equity

 

26,306

 

 

 

209,146

 

Non-controlling interests

 

19,967

 

 

 

19,967

 

Total equity

 

46,273

 

 

 

229,113

 

Total liabilities, stockholders’ equity and non-controlling interests

$

608,837

 

 

$

773,821

 

(1)
The condensed consolidated balance sheet amounts at December 31, 2021 are derived from audited financial statements.

 

 


Condensed Consolidated Statements of Operations

(In thousands, except per share data)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

(Unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

License revenue

$

 

 

$

116,434

 

 

$

22,590

 

 

$

116,434

 

Development and other revenue

 

2,453

 

 

 

26,097

 

 

 

19,672

 

 

 

60,325

 

Product revenue, net

 

17,359

 

 

 

13,442

 

 

 

59,495

 

 

 

42,175

 

Drug product revenue

 

(4,077

)

 

 

 

 

 

4,610

 

 

 

(168

)

Total revenue

 

15,735

 

 

 

155,973

 

 

 

106,367

 

 

 

218,766

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

4,308

 

 

 

3,266

 

 

 

15,355

 

 

 

9,746

 

Research and development

 

75,182

 

 

 

75,880

 

 

 

235,163

 

 

 

273,123

 

Selling, general and administrative

 

29,902

 

 

 

25,853

 

 

 

90,722

 

 

 

89,186

 

Total operating costs and expenses

 

109,392

 

 

 

104,999

 

 

 

341,240

 

 

 

372,055

 

Income (loss) from operations

 

(93,657

)

 

 

50,974

 

 

 

(234,873

)

 

 

(153,289

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other, net:

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(84

)

 

 

(109

)

 

 

(321

)

 

 

(965

)

Interest income and other income (expenses), net

 

1,798

 

 

 

(1,303

)

 

 

6,672

 

 

 

(2,120

)

Total interest and other, net

 

1,714

 

 

 

(1,412

)

 

 

6,351

 

 

 

(3,085

)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

(91,943

)

 

 

49,562

 

 

 

(228,522

)

 

 

(156,374

)

Provision for income taxes

 

114

 

 

 

106

 

 

 

250

 

 

 

235

 

Investment income in unconsolidated
   variable interest entity

 

407

 

 

 

342

 

 

 

1,293

 

 

 

664

 

Net income (loss)

$

(91,650

)

 

$

49,798

 

 

$

(227,479

)

 

$

(155,945

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic and diluted

$

(0.98

)

 

$

0.54

 

 

$

(2.43

)

 

$

(1.69

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares used to calculate net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

93,767

 

 

 

92,644

 

 

 

93,431

 

 

 

92,206

 

Diluted

 

93,767

 

 

 

92,808

 

 

 

93,431

 

 

 

92,206

 

 

 

# # #

 

Contacts:

 

FibroGen, Inc.

Investors:

Michael Tung, M.D.

Corporate Strategy / Investor Relations

415.978.1434

mtung@fibrogen.com

 

Media:

Meichiel Keenan

Investor Relations and Corporate Communications

mkeenan@fibrogen.com