UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





(Mark One)

|☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2017

or



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission file number: 001-36740





FIBROGEN, INC.

(Exact
name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0357827                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|409 Illinois Street                                            |  |                                     
|San Francisco, CA                                              |  | 94158                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(415) 978-1200

Registrants telephone number, including area code





Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  ☒    No  ☐

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer,
accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act:



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☒                                                |  | Accelerated filer         |  | ☐
|                        |  |                                                  | 
|Non-accelerated filer   |  | ☐  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☐
|                        |  |                                                  | 
|                        |  |                                                  |  | 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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes  ☐    No  ☒

The number of outstanding
shares of the registrants common stock as of November 30, 2017 was 82,197,479.









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EXPLANATORY NOTE

FibroGen, Inc. (the Company) filed its Quarterly Report on Form 10-Q for the period ended
September 30, 2017, on November 8, 2017 (the Original Filing). The Company is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q/A (Amendment No. 1) to
file that certain Amended and Restated License, Development and Commercialization Agreement (for the US and Certain Other Territories), by and between the Company and AstraZeneca AB, dated as of October 16, 2014 and effective as of
July 30, 2013 as Exhibit 10.16 thereto. This Amendment No. 1 does not reflect subsequent events occurring after the filing date of the Original Filing or modify or update any disclosures made in the Original Filing, except as described
above.



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ITEM 6. EXHIBITS.



|        |  |                                                                                                                                                        |  |                            |   |  |              |  |   |         |  |  |             |  |  |  |   | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------- | - |  | ------------ |  | - | ------- |  |  | ----------- |  |  |  | - | 
|Exhibit |  |                                                                                                                                                        |  | Incorporation By Reference |  
|Number  |  | Exhibit Description                                                                                                                                    |  | Form                       |   |  | SEC File No. |  |   | Exhibit |  |  | Filing Date | 
|        |  |                                                                                                                                                        |  |                            |  
|10.16* |  | Amended and Restated License, Development and Commercialization Agreement by and between Registrant and AstraZeneca AB, effective as of July 30, 2013. |  |                            |  |  |              |  |  |         |  |  |            |  |  |  |  | 
|        |  |                                                                                                                                                        |  |                            |  
|31.1*   |  | Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a).                                                             |  |                            |  |  |              |  |  |         |  |  |            |  |  |  |  | 
|        |  |                                                                                                                                                        |  |                            |  
|31.2*   |  | Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a).                                                             |  |                            |  |  |              |  |  |         |  |  |            |  |  |  |  | 



|* | Filed herewith
|- | --------------

| | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned thereunto duly authorized.



|                        |  |  |  |                |  |                                                    
|----------------------- |  |  |  | -------------- |  | ---------------------------------------------------
|                        |  |  |  | FibroGen, Inc.
|                        |  |  | 
|Date: December 13, 2017 |  |  |  | By:            |  | /s/ Thomas B. Neff                                 
|                        |  |  |  |                |  | Thomas B. Neff                                     
|                        |  |  |  |                |  | Chairman of the Board and Chief Executive Officer  
|                        |  |  |  |                |  | (Principal Executive Officer)                      
|                        |  |  | 
|Date: December 13, 2017 |  |  |  | By:            |  | /s/ Pat Cotroneo                                   
|                        |  |  |  |                |  | Pat Cotroneo                                       
|                        |  |  |  |                |  | Vice President, Finance and Chief Financial Officer
|                        |  |  |  |                |  | (Principal Financial and Accounting Officer)       



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