fgen-8k_20160808.htm

 

 

 

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 8, 2016

 

 

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 2.02

Results of Operations and Financial Condition.

On August 8, 2016, FibroGen, Inc. (“FibroGen”) issued a press release announcing financial results for the quarter ended June 30, 2016. 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 and 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 Financial Results for the Second Quarter of 2016,” dated August 8, 2016



 

 

 

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 8, 2016

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Pat Cotroneo

 

 

 

 

 

 

Pat Cotroneo

 

 

 

 

 

 

Vice President, Finance and Chief Financial Officer



 

 

 

INDEX TO EXHIBITS

 

 

 

 

Exhibit No.

  

Description

 

 

99.1

  

Press Release titled “FibroGen Reports Financial Results for the Second Quarter of 2016,” dated August 8, 2016

 

fgen-ex991_6.htm

Exhibit 99.1

FibroGen Reports Financial Results for the Second Quarter of 2016

Enrollment Completed in Placebo-Controlled Study of FG-3019 (Pamrevlumab) in IPF

China Phase 3 Top Line Data Expected by Year-End 2016

–Webcast Conference Call Scheduled for 4:30pm EST Today–

SAN FRANCISCO—August 8, 2016 -- FibroGen, Inc. (NASDAQ: FGEN) (“FibroGen”), a research-based biopharmaceutical company, today reported financial results for the quarter ended June 30, 2016.

“We continue to develop our multiple key programs across focused therapeutic areas,” said Thomas B. Neff, chief executive officer of FibroGen. “Working jointly with our partners, Astellas and AstraZeneca, we have advanced global clinical development for roxadustat for treatment of anemia in chronic kidney disease patients to Phase 3 in four independent regulatory pathways − the U.S., Europe, China, and Japan − and remain on track to initiate new drug application submissions in 2016 in China, and in 2018 in the U.S. We have completed enrollment in the placebo-controlled portion of our Phase 2 study of FG-3019 (now known as pamrevlumab) for treatment of idiopathic pulmonary fibrosis, and expect to report data from this study in the middle of next year, and our Phase 2 studies in pancreatic cancer and Duchenne muscular dystrophy continue to progress.”

Program Updates

Anemia of Chronic Kidney Disease (CKD): roxadustat (FG-4592)

 

·

China Phase 3 enrollment on track: Completed enrollment in a 300-patient dialysis study, one of two Phase 3 pivotal trials in China; expect to complete enrollment in the second study, a 150-patient non-dialysis study now over 70% enrolled, in Q3 of this year. We expect first reportable data in each of the Phase 3 studies by the end of the year.

 

·

The independent data safety monitoring board overseeing roxadustat U.S and Europe Phase 3 studies met in July 2016 to review the roxadustat safety data, and confirmed that the trials should proceed with current Phase 3 protocols without modification.

 

·

Continue to expect to initiate new drug application submissions for roxadustat in 2016 for China and in 2018 for the U.S.

Fibrosis and Other Fibroproliferative Diseases: pamrevlumab (FG-3019)

 

·

Completed enrollment in the 48-week main study portion of a placebo-controlled Phase 2 trial for treatment of IPF.  We plan to report topline data for the entire study in mid-2017, including the six month combination therapy sub-study in which patients will receive pamrevlumab in combination with pirfenidone or nintedanib, which will continue to enroll until the end of the year.

 

·

Continue to advance our Phase 2 trial in patients with unresectable, locally advanced pancreatic cancer, and anticipate that we will present available findings early next year.

 

·

Enrollment continues in our open-label Phase 2 study of pamrevlumab in non-ambulatory Duchenne muscular dystrophy (DMD) patients.

Financial Highlights

 

·

Net income per basic share for the quarter ended June 30, 2016, was $0.39, and $0.35 on a per diluted share basis.

 

·

At June 30, 2016, FibroGen had $368.6 million of cash, cash equivalents, investments, receivables, and restricted cash.

 

·

During the quarter ended June 30, 2016, we received a $62.0 million upfront payment under the AstraZeneca Agreement. We also recognized $10.0 million milestone revenue under the Astellas Agreement, which payment was received in early July 2016.


Conference Call Details

FibroGen will host a conference call and webcast today, August 8, 2016, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time), to discuss financial results and provide a business update. Interested parties may access a live audio webcast of the conference call via the investor section of the FibroGen website, www.fibrogen.com. To access the conference call by telephone, please dial (888)771-4371 (U.S. and Canada) or (847)585-4405 (international), reference the FibroGen Q2 2016 conference call, and use the passcode 43075857#. It is recommended that listeners register 15 minutes before the scheduled start time to ensure a timely connection. A replay of the webcast will be available shortly after the call for a period of two weeks. To access the replay, please dial (888)843-7419 (U.S. and Canada) or (630)652-3042 (international), reference the FibroGen Q2 2016 conference call, and use the passcode 43075857#.

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 (FG-4592), is an oral small molecule inhibitor of HIF prolyl hydroxylases (HIF-PHs) in Phase 3 clinical development for the treatment of anemia in CKD.  A second product candidate, pamrevlumab (FG-3019), our fully-human monoclonal antibody that inhibits the activity of CTGF, is in Phase 2 clinical development for the treatment of IPF, pancreatic cancer, and DMD.  For more information please visit: www.fibrogen.com.

Forward-Looking Statements

This release contains forward-looking statements, including statements regarding our clinical data reporting, potential milestones, clinical plans, regulatory submissions, and financial projections. 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 clinical programs, including enrollment of the Phase 3 clinical trials for roxadustat in CKD, the continued progress of our plans and programs in China, the outcome of regulatory filings for anemia associated with myelodysplastic syndrome, the enrollment and results from ongoing clinical trials for pamrevlumab in IPF, pancreatic cancer, and DMD, and other matters that are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, 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)

 

June 30, 2016

 

 

December 31, 2015

 

 

(Unaudited)

 

 

(1)

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

190,411

 

 

$

153,324

 

Short-term investments

 

40,105

 

 

 

27,847

 

Accounts receivable

 

18,088

 

 

 

15,405

 

Prepaid expenses and other current assets

 

3,705

 

 

 

3,988

 

Total current assets

 

252,309

 

 

 

200,564

 

 

 

 

 

 

 

 

 

Restricted cash

 

7,254

 

 

 

7,254

 

Long-term investments

 

111,540

 

 

 

131,720

 

Property and equipment, net

 

126,264

 

 

 

129,020

 

Other assets

 

1,762

 

 

 

2,016

 

Total assets

$

499,129

 

 

$

470,574

 

 

 

 

 

 

 

 

 

Liabilities, stockholders' equity and non-controlling interests

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

3,474

 

 

$

6,521

 

Accrued liabilities

 

47,942

 

 

 

47,932

 

Deferred revenue

 

15,027

 

 

 

12,728

 

Total current liabilities

 

66,443

 

 

 

67,181

 

 

 

 

 

 

 

 

 

Long-term portion of lease financing obligations

 

97,395

 

 

 

97,042

 

Product development obligations

 

15,515

 

 

 

15,085

 

Deferred rent

 

4,461

 

 

 

4,702

 

Deferred revenue, net of current

 

97,947

 

 

 

85,132

 

Other long-term liabilities

 

4,991

 

 

 

4,607

 

Total liabilities

 

286,752

 

 

 

273,749

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

193,106

 

 

 

177,554

 

Non-controlling interests

 

19,271

 

 

 

19,271

 

Total equity

 

212,377

 

 

 

196,825

 

Total liabilities, stockholders' equity and non-controlling interests

$

499,129

 

 

$

470,574

 

(1)

The condensed consolidated balance sheet amounts at December 31, 2015 are derived from audited financial statements.

 



Condensed Consolidated Statements of Operations

(In thousands, except per share data)

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

(Unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

License and milestone revenue

$

 

73,197

 

 

$

 

106,879

 

 

$

 

92,935

 

 

$

 

118,385

 

Collaboration services and other revenue

 

 

16,083

 

 

 

 

13,671

 

 

 

 

24,628

 

 

 

 

18,463

 

Total revenue

 

 

89,280

 

 

 

 

120,550

 

 

 

 

117,563

 

 

 

 

136,848

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

52,392

 

 

 

 

51,555

 

 

 

 

96,041

 

 

 

 

102,094

 

General and administrative

 

 

10,376

 

 

 

 

9,680

 

 

 

 

21,794

 

 

 

 

20,162

 

Total operating expenses

 

 

62,768

 

 

 

 

61,235

 

 

 

 

117,835

 

 

 

 

122,256

 

Income (loss) from operations

 

 

26,512

 

 

 

 

59,315

 

 

 

 

(272

)

 

 

 

14,592

 

Interest and other, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(2,438

)

 

 

 

(2,762

)

 

 

 

(5,215

)

 

 

 

(5,520

)

Interest income and other, net

 

 

129

 

 

 

 

707

 

 

 

 

1,545

 

 

 

 

1,550

 

Total interest and other, net

 

 

(2,309

)

 

 

 

(2,055

)

 

 

 

(3,670

)

 

 

 

(3,970

)

Income (loss) before income taxes

 

 

24,203

 

 

 

 

57,260

 

 

 

 

(3,942

)

 

 

 

10,622

 

Provision for (benefit from) income taxes

 

 

(113

)

 

 

 

205

 

 

 

 

(418

)

 

 

 

(66

)

Net income (loss)

$

 

24,316

 

 

$

 

57,055

 

 

$

 

(3,524

)

 

$

 

10,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

 

0.39

 

 

$

 

0.95

 

 

$

 

(0.06

)

 

$

 

0.18

 

Diluted

$

 

0.35

 

 

$

 

0.83

 

 

$

 

(0.06

)

 

$

 

0.15

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

62,582

 

 

 

 

59,798

 

 

 

 

62,383

 

 

 

 

59,499

 

Diluted

 

 

69,022

 

 

 

 

68,752

 

 

 

 

62,383

 

 

 

 

69,354

 

 

 

Contact

Leanne Price

415.978.1200

lprice@fibrogen.com