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Discontinued Operations and Divestiture | 9 Months Ended
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Sep. 30, 2025
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations and Divestiture | 2. Discontinued Operations and Divestiture On February 20, 2025, the Company entered into the Share Purchase Agreement with AstraZeneca Treasury Limited, pursuant to which FibroGen and its subsidiary FibroGen China Anemia Holdings, Ltd. agreed to sell all of the issued and outstanding equity interests of FibroGen International to AstraZeneca Treasury Limited. This sale includes all of our roxadustat assets in China, including FibroGen International’s subsidiary FibroGen Beijing and its 51.1% interest in Falikang. The Company determined that FibroGen International met the “held for sale” criteria and the “discontinued operations” criteria in accordance with FASB ASC 205, Presentation of Financial Statements, as of December 31, 2024. Accordingly, the operating results related to the FibroGen International are classified as discontinued operations, and have been reflected as discontinued operations in the condensed consolidated statements of operations, while the related assets and liabilities were classified within the condensed consolidated balance sheets as held for sale for all periods presented. The Transaction was closed on August 29, 2025 for a total consideration of $220.4 million comprised of $85.0 million in cash for the enterprise value of FibroGen International and $135.4 million in net cash held in China. The total consideration included a $210.4 million in cash paid at closing, and a total of $10.0 million cash payable by AstraZeneca at the closing subject to holdbacks of: (i) a $6.0 million holdback to offset final net cash adjustments which will be released following a customary adjustment process approximately 90 days post-closing (as such time may be extended for the parties to mutually agree upon final adjustments), and (ii) a $4.0 million holdback to satisfy any indemnity claims, which will be released, net of any claims paid or unresolved, nine months after the closing. The Company does not expect such adjustments to be material, therefore have recorded the $10.0 million as other receivable as of September 30, 2025, which were included in the prepaid expenses and other current assets on the condensed consolidated balance sheets. On November 6, 2025, the Company received a $6.4 million payment from AstraZeneca, which is in full satisfaction of the first holdback of $6.0 million, plus $0.4 million that was an additional payment following the final net cash adjustments after closing. The financial results of the discontinued operations with respect to FibroGen International reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue: |  |  |  |  |  |  |  |  |  |  |  |
Product revenue, net |  | $ | 167,179 |  |  |  | 46,210 |  |  | $ | 226,651 |  |  | $ | 126,391 |
Operating costs and expenses: |  |  |  |  |  |  |  |  |  |  |  |
Cost of goods sold |  |  | 3,761 |  |  |  | 5,371 |  |  |  | 13,454 |  |  |  | 14,820 |
Research and development |  |  | 438 |  |  |  | 1,733 |  |  |  | 1,739 |  |  |  | 5,382 |
Selling, general and administrative |  |  | 1,311 |  |  |  | 8,191 |  |  |  | 14,849 |  |  |  | 21,666 |
Total operating costs and expenses |  |  | 5,510 |  |  |  | 15,295 |  |  |  | 30,042 |  |  |  | 41,868 |
Income from operations |  |  | 161,669 |  |  |  | 30,915 |  |  |  | 196,609 |  |  |  | 84,523 |
Interest and other, net |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (1,900 | ) |  |  | (2,926 | ) |  |  | (7,816 | ) |  |  | (8,745 | )
Gain on divestiture |  |  | 52,163 |  |  |  | — |  |  |  | 52,163 |  |  |  | — |
Interest income and other income (expenses), net |  |  | 475 |  |  |  | 2,330 |  |  |  | (2,173 | ) |  |  | 484 |
Total interest and other, net |  |  | 50,738 |  |  |  | (596 | ) |  |  | 42,174 |  |  |  | (8,261 | )
Income before income taxes |  |  | 212,407 |  |  |  | 30,319 |  |  |  | 238,783 |  |  |  | 76,262 |
Provision for income taxes |  |  | — |  |  |  | 9 |  |  |  | — |  |  |  | 54 |
Investment income in unconsolidated variable interest entity |  |  | 1,375 |  |  |  | 898 |  |  |  | 2,483 |  |  |  | 2,664 |
Income from discontinued operations, net of tax |  | $ | 213,782 |  |  | $ | 31,208 |  |  | $ | 241,266 |  |  | $ | 78,872 |
The product revenue, net, consists primarily of revenues from sales of roxadustat commercial product to Falikang, a distribution entity jointly owned by AstraZeneca and FibroGen Beijing, and is discussed in the China Performance Obligation section in Note 3, Collaboration Agreements, License Agreement and Revenues. The gain on divestiture of $52.2 million was resulted from the above-mentioned total consideration of $220.4 million, less the transaction costs and fees of $7.8 million, and the derecognition of the net equity of $154.9 million of FibroGen International at the Transaction close and the cumulative currency translation adjustments of $5.5 million. The carrying value of the assets and liabilities of the discontinued operations with respect to FibroGen International on the condensed consolidated balance sheets as of December 31, 2024 were as follows (in thousands):
|  | December 31, 2024 |
Assets |  |  |
Cash and cash equivalents |  | $ | 51,696 |
Accounts receivable, net |  |  | 18,443 |
Inventories |  |  | 15,547 |
Prepaid expenses and other current assets |  |  | 25,163 |
Total current assets held for sale |  |  | 110,849 |
Property and equipment, net |  |  | 7,041 |
Equity method investment in unconsolidated variable interest entity |  |  | 6,864 |
Operating lease right-of-use assets |  |  | 1,716 |
Other assets |  |  | 990 |
Total long-term assets held for sale |  |  | 16,611 |
Liabilities |  |  |
Accounts payable |  | $ | 26,974 |
Accrued and other current liabilities |  |  | 10,679 |
Operating lease liabilities, current |  |  | 1,264 |
Total current liabilities held for sale |  |  | 38,917 |
Operating lease liabilities, non-current |  |  | 356 |
Total long-term liabilities held for sale |  |  | 356 |
The significant non-cash items and capital expenditures for the discontinued operations with respect to FibroGen International included in the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 were as follows (in thousands):
|  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |
Depreciation |  | $ | 713 |  |  | $ | 1,117 |
Investment income in unconsolidated variable interest entity |  |  | (2,485 | ) |  |  | (2,664 | )
Gain on divestiture |  |  | (52,163 | ) |  |  | — |
Impairment of property and equipment |  |  | 2,062 |  |  |  | — |
Dividend received from unconsolidated variable interest entity |  |  | 3,947 |  |  |  | 2,230 |
Stock-based compensation |  | $ | 231 |  |  | $ | 1,326 |
Included in the discontinued operations, Falikang, an entity jointly owned by FibroGen Beijing and AstraZeneca is an unconsolidated VIE accounted for as an equity method investment, and considered as a related party to the Company. FibroGen Beijing owns 51.1% of Falikang’s equity. The net product revenue from sales to Falikang were $165.3 million and $42.2 million for the three months ended September 30, 2025 and 2024, and $218.6 million and $115.3 million for the nine months ended September 30, 2025 and 2024, respectively. The product revenue recognized for the three months ended September 30, 2025 included an increase in revenue of $118.3 million resulting from changes to estimated variable consideration in the current period relating to performance obligation satisfied in previous periods. The other income from Falikang were immaterial for the three and nine months ended September 30, 2025 and 2024. The investment income in Falikang was $1.4 million and $0.9 million for the three months ended September 30, 2025 and 2024, and $2.5 million and $2.7 million for the nine months ended September 30, 2025 and 2024, respectively. As of December 31, 2024, the Company’s equity method investment in Falikang was $6.9 million, which were included in the long-term assets held for sale on the condensed consolidated balance sheets. As of December 31, 2024, accounts receivable, net, from Falikang was $13.9 million, which were included in the current assets held for sale on the condensed consolidated balance sheets.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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