As filed with the Securities and Exchange Commission on August 9, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 St.
San Francisco, CA 94158
(415) 978-1200
(Address of principal executive offices)
2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
(Full titles of the plans)
Enrique Conterno
Chief Executive Officer
FibroGen, Inc.
409 Illinois Street
San Francisco, CA 94158
(415) 978-1200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael E. Tenta
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304
(650) 843-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
| | | |
| Non-accelerated filer | | ☐ | | 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
Title of Securities to be Registered | | Amount to be Registered(1) | | Proposed Maximum Offering Price Per Share(3) | | Proposed Maximum Aggregate Offering Price(3) | | Amount of Registration Fee |
Common Stock, par value $0.01 per share | | | | | | | | |
– 2014 Equity Incentive Plan | | 7,163,924(2) | | $13.21 | | $94,635,436.04 | | $10,324.73 |
– 2014 Employee Stock Purchase Plan | | 1,790,980(2) | | $13.21 | | $23,658,845.80 | | $2,581.18 |
Total | | 8,954,904(2) | | | | $118,294,281.84 | | $12,905.91 |
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| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock. |
| (2) | Represents additional shares of Registrant’s Common Stock reserved for future issuance under the Registrant’s 2014 Equity Incentive Plan (the “2014 EIP”) and the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”) by reason of the automatic increase provisions of the 2014 EIP and 2014 ESPP. |
| (3) | Estimated in accordance with Rule 457(h) and Rule 457(c) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on August 3, 2021. |
