What changed in this filing

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Item 1. Financial Statements

2026-05-12 compared with 2025-11-10 · 200 added, 327 removed, 354 unchanged (60% of the section changed)

2 unchanged sentences

(In thousands, except per share amounts)

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Cash and cash equivalents

Short-term investments

Accounts receivable, net

Prepaid expenses and other current assets

Current assets held for sale

Total current assets

Long-term investments

Long-term assets held for sale

Liabilities, redeemable non-controlling interests and deficit

3 unchanged sentences

Deferred revenue

Current liabilities held for sale

Total current liabilities

1 unchanged sentence

Deferred revenue, net of current

Senior secured term loan facilities, non-current

Liability related to sale of future revenues, non-current

Other long-term liabilities

Long-term liabilities held for sale

Total liabilities

5 unchanged sentences

no shares issued

and outstanding at September 30, 2025 and December 31, 2024

and outstanding at March 31, 2026 and December 31, 2025

Common stock, $ 0.01 par value;

225,000 shares authorized at September 30, 2025

and December 31, 2024;

4,045 and 4,037 shares issued and outstanding

at September 30, 2025 and December 31, 2024

225,000 shares authorized at March 31, 2026 and December 31, 2025;

4,048 and 4,047 shares issued and outstanding at March 31, 2026 and December 31, 2025

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

Total stockholders’ deficit attributable to FibroGen

Total stockholders’ deficit attributable to Kyntra Bio

Nonredeemable non-controlling interests

2 unchanged sentences

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

FIBROGEN, INC.

KYNTRA BIO, INC.

CONDENSED CONSOLIDATED S TATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Development and other revenue

10 unchanged sentences

Interest expense

Loss on debt extinguishments

Interest income and other income (expenses), net

1 unchanged sentence

Loss from continuing operations before income taxes

Provision for (benefit from) income taxes

Provision for income taxes

Loss from continuing operations

Income from discontinued operations, net of tax

Income (loss) from discontinued operations, net of tax

Net income (loss)

Loss from continuing operations per share - basic and diluted

Income from discontinued operations per share - basic and diluted

Income (loss) from discontinued operations per share - basic and diluted

Net income (loss) per share - basic and diluted

2 unchanged sentences

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

FIBROGEN, INC.

KYNTRA BIO, INC.

CONDENSED CONSOLIDATED STATE MENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Net income (loss)

1 unchanged sentence

Foreign currency translation adjustments

Cumulative currency translation adjustment attributable to divestiture

Unrealized gain (loss) on investments, net of tax effect

Other comprehensive income (loss), net of taxes

Unrealized loss on investments, net of tax effect

Other comprehensive income, net of taxes

Comprehensive income (loss)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

FIBROGEN, INC.

KYNTRA BIO, INC.

CONDENSED CONSOLIDATED STATEMENT S OF CHANGES IN REDEEMABLE NON-CONTROLLING

6 unchanged sentences

Non-Controlling

June 30, 2025

Change in unrealized gain or

loss on investments

Foreign currency translation

Cumulative currency translation

adjustment attributable to

divestiture (Note 2)

Distribution to non-controlling

interest (Note 9)

Shares issued from stock

plans, net of payroll taxes

Stock-based compensation

September 30, 2025

Balance at June 30,

Change in unrealized gain or

loss on investments

Foreign currency translation

Shares issued from stock

plans, net of payroll taxes

Stock-based compensation

September 30, 2024

FIBROGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING

INTERESTS AND STOCKHOLDERS’ DEFICIT (CONTINUED)

(In thousands, except share data)

For The Nine Month Period

Comprehensive

Nonredeemable

Non-Controlling

December 31, 2025

Change in unrealized gain

or loss on investments

Change in unrealized

gain or loss on

Foreign currency

translation adjustments

Cumulative currency translation

adjustment attributable to

divestiture (Note 2)

Distribution to non-controlling

interest (Note 9)

Shares issued from stock

plans, net of payroll

Issuance cost under

Redemption of fractional

shares due to reverse

Stock-based compensation

September 30, 2025

March 31, 2026

December 31, 2024

Change in unrealized gain

or loss on investments

Change in unrealized

gain or loss on

Foreign currency

translation adjustments

Shares issued from stock

plans, net of payroll

Stock-based compensation

September 30, 2024

Issuance cost under

March 31, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

FIBROGEN, INC.

KYNTRA BIO, INC.

CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities

4 unchanged sentences

Net accretion of premium and discount on investments

Investment income in unconsolidated variable interest entity

Gain on divestiture

Loss on debt extinguishments

Impairment of property and equipment

Loss on disposal of property and equipment

Investment loss in unconsolidated variable interest entity

Loss on divestiture

Stock-based compensation

Dividend received from unconsolidated variable interest entity

Changes in operating assets and liabilities:

13 unchanged sentences

Purchases of property and equipment

Proceeds from divestiture, net of cash transferred

Proceeds from sale of property and equipment

Cash paid related to divestiture

Purchases of available-for-sale securities

Proceeds from maturities of investments

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Financing activities

Repayments of senior secured term loan facilities

Payment of senior secured term loan facilities pay-off premium and fees

Repayments of finance lease liabilities

Cash paid for payroll taxes on restricted stock unit releases

Cash paid to non-controlling interest

Payment of issuance cost under ATM Program

Proceeds from issuance of common stock under employee stock plans

Net cash used in financing activities

Effect of exchange rate change on cash and cash equivalents

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Total cash and cash equivalents at beginning of period

1 unchanged sentence

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

FIBROGEN, INC.

KYNTRA BIO, INC.

NOTES TO THE CONDENSED CONSOL IDATED FINANCIAL STATEMENTS

1 unchanged sentence

Description of Operations

FibroGen, Inc.

(“FibroGen” or the “Company”) is a biopharmaceutical company focused on development of novel therapies at the frontiers of cancer biology and anemia.

Kyntra Bio, Inc.

(“Kyntra Bio” or the “Company”) is a biopharmaceutical company focused on development of novel therapies in oncology and rare disease.

In January 2026, the Company announced its rebranding from “FibroGen, Inc.” to “Kyntra Bio, Inc.,” representing the next step of its transformation to focus on oncology and rare disease assets.

On January 8, 2026, the Company’s common stock began trading under the new Nasdaq symbol “KYNB.”

The Company is developing FG-3246, a potential first-in-class antibody-drug conjugate (“ADC”) targeting CD46, for the treatment of metastatic castration-resistant prostate cancer (“mCRPC”) and potentially other cancers.

This program also includes the development of FG-3180, an associated CD46-targeted positron emission tomography (“PET”) biomarker and imaging agent.

The Company initiated a Phase 2 monotherapy dose optimization study of FG-3246 for the treatment of mCRPC, along with the exploratory analysis of FG-3180, in the third quarter of 2025.

The Company and its collaboration partners developed roxadustat (爱瑞卓 ® , EVRENZO TM ), which is currently approved in the People’s Republic of China (“China”), Europe, Japan, and numerous other countries for the treatment of anemia in chronic kidney disease (“CKD”) patients on dialysis and not on dialysis.

The Company initiated a Phase 2 monotherapy dose optimization study of FG-3246 for the treatment of mCRPC, along with the exploratory sub-study of FG-3180, in the third quarter of 2025.

The Company and its collaboration partners developed roxadustat (爱瑞卓 ® , EVRENZO TM ), which is currently approved in Europe, Japan, the People’s Republic of China (“China”), and numerous other countries for the treatment of anemia in chronic kidney disease (“CKD”) patients on dialysis and not on dialysis.

On August 29, 2025, the Company closed the sale of its China operations through FibroGen International (Hong Kong) Ltd.

(“FibroGen International”) to AstraZeneca Treasury Limited pursuant to the share purchase agreement entered into by the Company and AstraZeneca Treasury Limited on February 20, 2025, as amended (“Share Purchase Agreement”) for a total consideration of $ 220.4 million comprised of $ 85.0 million in enterprise value and $ 135.4 million in net cash held in China.

(“FibroGen International”) to AstraZeneca Treasury Limited pursuant to the share purchase agreement entered into by the Company and AstraZeneca Treasury Limited on February 20, 2025, as amended (the “Share Purchase Agreement”) for a total consideration of $ 220.4 million comprised of $ 85.0 million in enterprise value and $ 135.4 million in net cash held in China.

AstraZeneca AB (“AstraZeneca”) was the Company’s long-time commercialization partner for roxadustat in greater China.

This sale included all of its roxadustat assets in China, including FibroGen International’s subsidiary FibroGen (China) Medical Technology Development Co., Ltd (“FibroGen Beijing”) and its 51.1 % interest in Beijing Falikang Pharmaceutical Co.

(“Falikang”).

For additional details, refer to Note 2, Discontinued Operations and Divestiture.

FibroGen has retained the rights to roxadustat in the United States of America (“U.S.”), Canada, Mexico, and in all markets not held by AstraZeneca or licensed to Astellas Pharma Inc.

The Company has retained the rights to roxadustat in the United States of America (“U.S.”), Canada, Mexico, and in all markets not held by AstraZeneca or licensed to Astellas Pharma Inc.

(“Astellas”).

1 unchanged sentence

one for Japan, and one for Europe, the Commonwealth of Independent States, the Middle East and South Africa.

The Company continues to work on its development plan for roxadustat in anemia associated with lower-risk myelodysplastic syndromes (“MDS”), a high-value indication with significant unmet medical need.

The Company had a positive Type-C meeting with the U.S.

Food and Drug Administration (“FDA”) in July 2025, and reached alignment on several elements of our proposed Phase 3 study design for roxadustat in anemia associated with lower-risk MDS, including the starting dose and the inclusion criteria.

The Company continues to advance its development plan for roxadustat in anemia associated with lower-risk myelodysplastic syndromes (“MDS”), a high-value indication with significant unmet medical need.

The Company is now finalizing the Phase 3 trial protocol for roxadustat for the treatment of anemia in patients with lower-risk MDS and high transfusion burden after receiving further comments from the FDA.

The FDA granted roxadustat Orphan Drug Designation for the treatment of MDS in December 2025.

Basis of Presentation and Principles of Consolidation

3 unchanged sentences

The financial information included herein should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 16, 2026.

The condensed consolidated financial statements include the accounts of FibroGen, its wholly-owned subsidiaries and its majority-owned subsidiaries, as well as any variable interest entity (“VIE”) for which FibroGen is the primary beneficiary.

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its majority-owned subsidiaries, as well as any variable interest entity (“VIE”) for which Kyntra Bio is the primary beneficiary.

All inter-company transactions and balances have been eliminated in consolidation.

1 unchanged sentence

Discontinued Operations

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.

On February 20, 2025, the Company entered into the Share Purchase Agreement with AstraZeneca Treasury Limited pursuant to which the Company 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 (the “Transaction”).

This sale includes all of FibroGen’s roxadustat assets in China, including FibroGen International’s subsidiary FibroGen (China) Medical Technology Development Co., Ltd (“FibroGen Beijing”) and its 51.1 % interest in Beijing Falikang Pharmaceutical Co., Ltd.

(“Falikang”).

This sale included all of the Company’s roxadustat assets in China, including FibroGen International’s subsidiary FibroGen Beijing and its 51.1 % interest in Falikang.

The Transaction was closed on August 29, 2025 for a total consideration of $ 220.4 million, subject to certain customary adjustments as set forth in the purchase agreement, comprised of $ 85.0 million in enterprise value and $ 135.4 million in net cash held in China .

The Company analyzed the quantitative and qualitative factors and concluded that the sale of FibroGen International represents a strategic shift in FibroGen’s business and qualified as a discontinued operation since December 31, 2024.

As a result, the Company determined that FibroGen International met the “held for sale” criteria and the “discontinued operations” criteria in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements.

Accordingly, the operating results related to FibroGen International are classified as discontinued operations, and have been reflected as discontinued operations in the condensed consolidated statements of operations for all periods presented, and therefore, the condensed consolidated statements of operations and the notes to the condensed consolidated financial statements were recasted for all comparative periods presented to classify FibroGen International as discontinued operations.

In addition, the related assets and liabilities were classified within the condensed consolidated balance sheets as held for sale for each balance sheet date before the Transaction closes since December 31, 2024.

The Company analyzed the quantitative and qualitative factors and concluded that the sale of FibroGen International represents a strategic shift in the Company’s business and qualified as a discontinued operation since December 31, 2024.

As a result, the Company determined that FibroGen International met the “discontinued operations” criteria in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements.

Accordingly, the operating results related to FibroGen International and the gain (loss) related to the Transaction are classified as discontinued operations, and have been reflected as discontinued operations in the condensed consolidated statements of operations for all periods presented.

See Note 2, Discontinued Operations and Divestiture , for related disclosures.

8 unchanged sentences

GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As disclosed in previous filings (including the September 30, 2024 Form 10-Q and subsequent Form 10-K and Form 10-Qs), if the Company was unable to complete the above-mentioned Transaction, access additional cash from its China operations, or raise additional capital in the U.S., the Company would not have sufficient liquidity to continue operations in the U.S.

for the 12 months from the date that the financial statements were issued and would not be able to comply with its financial covenant that required a minimum balance of unrestricted cash and cash equivalents to be held in accounts in the U.S.

Upon an event of default, the Company’s senior secured term loan facilities with Morgan Stanley Tactical Value (“MSTV”) would become immediately due and payable.

These factors had raised substantial doubt about the Company’s ability to continue as a going concern.

On August 29, 2025, u pon the Transaction close, the Company received cash for the sale of $ 210.4 million and repaid its senior secured term loan facilities with MSTV, outstanding interest and related premium and fees for approximately $ 80.9 million.

With the cash proceeds from the Transaction close, based on its current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund the Company’s planned operating requirements for at least the 12 months following the issuance of the financial statements for September 30, 2025.

Based on its current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund the Company’s planned operating requirements for at least the 12 months following the issuance of the financial statements for March 31, 2026.

Use of Estimates

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.

The more significant areas requiring the use of management estimates and assumptions include valuation and recognition of revenue and deferred revenue, specifically, estimates in variable consideration for drug product sales, and estimates in transaction price per unit for the China performance obligation, which was completed during the third quarter of 2025 upon the above-mentioned Transaction close.

On an ongoing basis, management reviews these estimates and assumptions.

5 unchanged sentences

Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive and as such, these shares are not included in the calculation of diluted earnings per share.

The Company reported a loss from continuing operations for each of the three and nine months ended September 30, 2025 and 2024.

The Company reported a loss from continuing operations for each of the three months ended March 31, 2026 and 2025.

Therefore, dilutive common shares are not assumed to have been issued since their effect is anti-dilutive for these periods.

Diluted weighted average shares excluded the following potential common shares related to s tock options, service-based restricted stock units (“RSUs”), performance-based RSUs (“PRSUs”), total shareholder return (“TSR”) awards and shares to be purchased under the 2014 Employee Stock Purchase Plan (“ESPP”) for the periods presented as they were anti-dilutive (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Employee stock options

10 unchanged sentences

The Company is currently in the process of evaluating the effects of this guidance on its related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.

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.

On February 20, 2025, the Company entered into the Share Purchase Agreement with AstraZeneca Treasury Limited, pursuant to which the Company 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.

This sale included all of the Company’s 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.

1 unchanged sentence

(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.

The Company does not expect such adjustments to be material, therefore have recorded the holdbacks as other receivable .

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,

The second holdback of $ 4.0 million was included in the prepaid expenses and other current assets on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.

Historical Agreements with AstraZeneca and China Performance Obligation

In July 2013, the Company entered into a collaboration agreement with AstraZeneca for the development and commercialization of roxadustat for the treatment of anemia in the U.S.

and all other countries in the world, other than China, not previously licensed under the Astellas Europe Agreement and Astellas Japan Agreement as discussed below in Note 3, Collaboration Agreements, License Agreement and Revenues, (“AstraZeneca U.S./RoW Agreement”).

Later in 2024, the Company and AstraZeneca entered into an agreement to terminate the AstraZeneca U.S./RoW Agreement, effective as of February 25, 2024 (“AstraZeneca Termination and Transition Agreement”), as amended and restated on August 29, 2025.

Neither party incurred any early termination penalties.

In July 2013, the Company (through its subsidiaries affiliated with China) entered into a collaboration agreement with AstraZeneca for roxadustat for the treatment of anemia in China (“AstraZeneca China Agreement”).

Prior to the AstraZeneca Termination and Transition Agreement, the Company evaluated under the ASC 606 and accounted for the AstraZeneca U.S./RoW Agreement and the AstraZeneca China Agreement as a single arrangement with the presumption that two or more agreements executed with a single customer at or around the same time should be presumed to be a single arrangement.

The promises identified under the AstraZeneca China Agreement, including the license, co-development services and manufacturing of commercial supplies have been bundled into a single performance obligation (“China Performance Obligation”).

In July 2020, FibroGen China Anemia Holdings, Ltd., FibroGen Beijing, FibroGen International, and AstraZeneca entered into an amendment to the AstraZeneca China Agreement, relating to the development and commercialization of roxadustat in China (the “AstraZeneca China Amendment”).

Under the AstraZeneca China Amendment, in 2020, FibroGen Beijing and AstraZeneca completed the establishment of a jointly owned entity, Falikang, which performed roxadustat distribution, as well as conducted sales and marketing through AstraZeneca.

Substantially all direct roxadustat product sales to distributors in China were made by Falikang, while FibroGen Beijing continued to sell roxadustat product directly in limited areas in China.

Product revenue, net, which is included in the discontinued operations, consists primarily of revenues from sales of roxadustat commercial product to Falikang.

Substantially all direct roxadustat product sales to distributors in China were made by Falikang.

The net transaction price for FibroGen Beijing’s product sales to Falikang was based on a gross transaction price, adjusted for the estimated profit share.

The roxadustat sales to Falikang marked the beginning of the Company’s China Performance Obligation under the Company’s agreements with AstraZeneca .

Product revenue was based on the transaction price of the China Performance Obligation.

Revenue was recognized when control of the product was transferred to Falikang, in an amount that reflects the allocation of the transaction price to the performance obligation satisfied during the reporting period.

Periodically, the Company updated its assumptions such as total sales quantity, timing of China’s volume-based purchasing program, performance period, gross transaction price, profit share and other inputs including foreign currency translation impact, among others.

Any net transaction price in excess of the revenue recognized was added to the deferred balance, and recognized in the periods as the performance obligation was satisfied.

Upon the divestiture of FibroGen International on August 29, 2025, the performance obligation to AstraZeneca was completely satisfied upon the closing of the divestiture, and all the previously deferred revenues were recognized as revenue during the third quarter of 2025.

Financial Information of the Discontinued Operations

The financial results of the discontinued operations with respect to FibroGen International reflected in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three Months Ended March 31,

Product revenue, net

7 unchanged sentences

Interest expense

Gain on divestiture

Loss on divestiture

Interest income and other income (expenses), net

Total interest and other, net

Income before income taxes

Income (loss) before income taxes

Provision for income taxes

Investment income in unconsolidated variable interest entity

Income from discontinued operations, net of tax

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

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

Total current assets held for sale

Property and equipment, net

Equity method investment in unconsolidated variable interest entity

Operating lease right-of-use assets

Total long-term assets held for sale

Accounts payable

Accrued and other current liabilities

Operating lease liabilities, current

Total current liabilities held for sale

Operating lease liabilities, non-current

Total long-term liabilities held for sale

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,

Investment loss in unconsolidated variable interest entity

Income (loss) from discontinued operations, net of tax

Falikang was an unconsolidated VIE accounted for as an equity method investment, and considered as a related party to the Company.

The net product revenue from sales to Falikang was $ 36.9 million for the three months ended March 31, 2025.

The other income from Falikang were immaterial for the three months ended March 31, 2025.

The investment loss in Falikang was $ 0.6 million for the three months ended March 31, 2025.

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 three months ended March 31, 2025 were as follows (in thousands):

Three Months Ended March 31,

Investment income in unconsolidated variable interest entity

Gain on divestiture

Impairment of property and equipment

Dividend received from unconsolidated variable interest entity

Stock-based compensation

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.

Collaboration Agreements, License Agreement and Revenues

4 unchanged sentences

The Astellas Japan Agreement also provides for tiered payments based on net sales of product (as defined) in the low 20% range of the list price published by Japan’s Ministry of Health, Labour and Welfare, adjusted for certain elements, after commercial launch.

The aggregate amount of consideration received under the Astellas Japan Agreement through September 30, 2025 totaled $ 105.1 million , excluding drug product revenue that is discussed under the Drug Product Revenue, Net section below.

The aggregate amount of consideration received under the Astellas Japan Agreement through March 31, 2026 totaled $ 105.1 million , excluding drug product revenue that is discussed under the Drug Product Revenue, Net section below.

Based on its current development plans for roxadustat in Japan, the Company does not expect to receive most or all of the additional potential milestones under the Astellas Japan Agreement.

Amounts recognized as license revenue and development revenue under the Astellas Japan Agreement were no t material for the three and nine months ended September 30, 2025 and 2024.

The transaction price related to consideration received through September 30, 2025 and accounts receivable has been allocated to each of the performance obligations under the Astellas Japan Agreement, including $ 100.3 million for license and $ 17.1 million for co-development.

There was no license revenue or development revenue resulting from changes to estimated variable consideration in the current period relating to performance obligations satisfied or partially satisfied in previous periods for the three months ended September 30, 2025 under the Astellas Japan Agreement.

Amounts recognized as license revenue and development revenue under the Astellas Japan Agreement were no t material for the three months ended March 31, 2026 and 2025.

The transaction price related to consideration received through March 31, 2026 and accounts receivable has been allocated to each of the performance obligations under the Astellas Japan Agreement, including $ 100.3 million for license and $ 17.1 million for co-development.

The Company does no t expect material variable consideration from estimated future co-development billing beyond the development period in the transaction price related to the Astellas Japan Agreement.

In 2018, FibroGen and Astellas entered into an amendment to the Astellas Japan Agreement that allows Astellas to manufacture roxadustat drug product for commercialization in Japan (the “Astellas Japan Amendment”).

In 2018, the Company and Astellas entered into an amendment to the Astellas Japan Agreement that allows Astellas to manufacture roxadustat drug product for commercialization in Japan (the “Astellas Japan Amendment”).

The related drug product revenue is described under the Drug Product Revenue, Net section below.

4 unchanged sentences

The Astellas Europe Agreement also provides for tiered payments based on net sales of product (as defined) in the low 20% range .

The aggregate amount of consideration received under the Astellas Europe Agreement through September 30, 2025 totaled $ 685.0 million , excluding drug product revenue that is discussed under the Drug Product Revenue, Net section below.

The aggregate amount of consideration received under the Astellas Europe Agreement through March 31, 2026 totaled $ 685.0 million , excluding drug product revenue that is discussed under the Drug Product Revenue, Net section below.

Based on its current development plans for roxadustat in Europe, the Company does not expect to receive most or all of the additional potential milestones under the Astellas Europe Agreement.

Amounts recognized as license revenue and development revenue under the Astellas Europe Agreement were no t material for the three and nine months ended September 30, 2025 and 2024.

The transaction price related to consideration received through September 30, 2025 and accounts receivable has been allocated to each of the performance obligations under the Astellas Europe Agreement, including $ 619.0 million for license and $ 288.5 million for co-development.

There was no license revenue or development revenue resulting from changes to estimated variable consideration in the current period relating to performance obligations satisfied or partially satisfied in previous periods for three months ended September 30, 2025 under the Astellas Europe Agreement.

Amounts recognized as license revenue and development revenue under the Astellas Europe Agreement were no t material for the three months ended March 31, 2026 and 2025.

The transaction price related to consideration received through March 31, 2026 and accounts receivable has been allocated to each of the performance obligations under the Astellas Europe Agreement, including $ 619.0 million for license and $ 288.9 million for co-development.

There was no license revenue or development revenue resulting from changes to estimated variable consideration in the current period relating to performance obligations satisfied or partially satisfied in previous periods for three months ended March 31, 2026 under the Astellas Europe Agreement.

In 2021, the Company entered into an EU Supply Agreement with Astellas under the Astellas Europe Agreement (“Astellas EU Supply Agreement”) to define general forecast, order, supply and payment terms for Astellas to purchase roxadustat bulk drug product from FibroGen in support of commercial supplies.

The related drug product revenue is described under the Drug Product Revenue, Net section below.

AstraZeneca Agreements

AstraZeneca U.S./Rest of World (“RoW”) Agreement

In July 2013, the Company entered into a collaboration agreement with AstraZeneca for the development and commercialization of roxadustat for the treatment of anemia in the U.S.

and all other countries in the world, other than China, not previously licensed under the Astellas Europe Agreement and Astellas Japan Agreement (“AstraZeneca U.S./RoW Agreement”).

On February 25, 2024, the Company and AstraZeneca entered into an agreement to terminate the AstraZeneca U.S./RoW Agreement, as amended and restated on August 29, 2025 (“AstraZeneca Termination and Transition Agreement”).

Pursuant to the AstraZeneca Termination and Transition Agreement, AstraZeneca returns all of their non-China roxadustat rights to the Company, with the exception of South Korea, and provides certain assistance during a transition period.

In addition, as a part of this AstraZeneca Termination and Transition Agreement, AstraZeneca will receive tiered mid-single digit royalties on FibroGen’s sales of roxadustat in the terminated territories, or thirty-five percent of all revenue FibroGen receives if it licenses or sells such rights to a third-party.

Neither party incurred any early termination penalties.

The aggregate amount of consideration for milestone and upfront payments received under the AstraZeneca U.S./RoW Agreement through the termination totaled $ 439.0 million , excluding drug product revenue under the Master Supply Agreement with AstraZeneca under the AstraZeneca U.S./RoW Agreement (“AstraZeneca Master Supply Agreement”), entered in 2020, which is described under the Drug Product Revenue, Net section below.

In addition, resulting from the AstraZeneca Termination and Transition Agreement, the Company and AstraZeneca settled the outstanding balances relating to past transactions under the AstraZeneca Master Supply Agreement.

Accordingly, during the first quarter of 2024, the Company accounted for the termination of the AstraZeneca U.S./RoW agreement as a contract modification under the ASC 606, Revenue from Contracts with Customers (“ASC 606”) and recorded a cumulative catch-up adjustment as described under the Drug Product Revenue, Net section below.

AstraZeneca China Agreement

AstraZeneca was the Company’s long-time commercialization partner for roxadustat in greater China.

Under the terms of the AstraZeneca China Agreement, AstraZeneca agreed to pay upfront consideration and potential milestone payments, totaling $ 376.7 million .

The aggregate amount of such consideration received for milestone and upfront payments through September 30, 2025 totaled $ 81.2 million .

As discussed in Note 2, Discontinued Operations and Divestiture, on August 29, 2025, the Transaction was completed to sell the Company’s China operations to AstraZeneca pursuant to the Share Purchase Agreement.

AstraZeneca China Amendment

Under the AstraZeneca China Amendment, in 2020, FibroGen Beijing and AstraZeneca completed the establishment of a jointly owned entity, Falikang, which performs roxadustat distribution, as well as conducts sales and marketing through AstraZeneca.

Substantially all direct roxadustat product sales to distributors in China are made by Falikang, while FibroGen Beijing continues to sell roxadustat product directly in limited areas in China.

FibroGen Beijing manufactures and supplies commercial product to Falikang based on a gross transfer price, which is adjusted for the estimated profit share.

Further discussion related to the sales to Falikang is discussed under the China Performance Obligation section below.

Prior to the above-mentioned termination of the AstraZeneca U.S./RoW Agreement, the Company evaluated under the ASC 606 and accounted for the AstraZeneca U.S./RoW Agreement and the AstraZeneca China Agreement as a single arrangement with the presumption that two or more agreements executed with a single customer at or around the same time should be presumed to be a single arrangement.

As a result of the termination of the AstraZeneca U.S./RoW Agreement, during the first quarter of 2024, the Company recorded the final development revenue under the AstraZeneca U.S./RoW Agreement and AstraZeneca China Agreement, which was immaterial.

The transaction price related to consideration received and accounts receivable through the termination of the AstraZeneca U.S./RoW Agreement has been allocated to each of the performance obligations under the AstraZeneca U.S./RoW Agreement and AstraZeneca China Agreement, including $ 344.5 million for license, $ 625.5 million for co-development, information sharing and committee services, and $ 573.4 million for China performance obligation (with cumulative revenue of $ 573.4 million through September 30, 2025) that is recognized as product revenue, net, included in discontinued operations as described under China Performance Obligation section below.

China Performance Obligation

Product revenue, net, which is included in the discontinued operations, consists primarily of revenues from sales of roxadustat commercial product to Falikang.

Substantially all direct roxadustat product sales to distributors in China are made by Falikang.

FibroGen Beijing manufactures and supplies commercial product to Falikang.

The net transaction price for FibroGen Beijing’s product sales to Falikang is based on a gross transaction price, adjusted for the estimated profit share.

The roxadustat sales to Falikang marked the beginning of the Company’s China performance obligation under the Company’s agreements with AstraZeneca .

Product revenue is based on the transaction price of the China performance obligation.

Revenue is recognized when control of the product is transferred to Falikang, in an amount that reflects the allocation of the transaction price to the performance obligation satisfied during the reporting period.

Periodically, the Company updates its assumptions such as total sales quantity, timing of China’s volume-based purchasing program, performance period, gross transaction price, profit share and other inputs including foreign currency translation impact, among others.

Any net transaction price in excess of the revenue recognized is added to the deferred balance to date, and recognized in the periods as the performance obligation is satisfied.

As discussed in Note 2, Discontinued Operations and Divestiture, the divestiture of FibroGen International was completed on August 29, 2025 and accordingly, the performance obligation to AstraZeneca was completely satisfied upon the closing of the divestiture.

As a result, all the previously deferred revenues were recognized as revenue during the three months ended September 30, 2025.

The following table includes a roll-forward of the related deferred revenue that was considered as a contract liability that was not included in the disposal group held for sale as of December 31, 2024 (in thousands):

December 31, 2024

(Discontinued

September 30, 2025

AstraZeneca China performance obligation

- deferred revenue

The related net product revenue recognized from the sales to Falikang was $ 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, which were included in the discontinued operations in the condensed consolidated statements of operations together with the sales directly to distributors.

Drug Product Revenue, Net

Drug product revenue from commercial-grade active pharmaceutical ingredient (“API”) or bulk drug product sales to Astellas and AstraZeneca was as follows for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Drug product revenue from commercial-grade active pharmaceutical ingredient (“API”) or bulk drug product sales to Astellas and AstraZeneca was as follows for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Astellas Japan Agreement

Astellas Europe Agreement

AstraZeneca U.S./RoW Agreement

Drug product revenue, net

1 unchanged sentence

The Company updates its estimate of variable consideration related to the API shipments fulfilled under the terms of Astellas Japan Amendment at each balance sheet date.

As a result, the Company recorded a reduction to the drug product revenue of $ 0.4 million f or the three months ended September 30, 2025.

Specifically, the change in estimated variable consideration was based on the API held by Astellas at period end, adjusted to reflect foreign exchange impacts, among others.

For the three months ended June 30, 2025, the adjustment to the drug product revenue was immaterial.

As a result, the Company recorded a reduction to the drug product revenue of $ 2.2 million f or the three months ended March 31, 2026.

Specifically, the change in estimated variable consideration was based on the API held by Astellas at period end, adjusted to reflect changes in the listed price, among others.

For the three months ended March 31, 2025, the Company updated its estimate of variable consideration related to the API shipments fulfilled under the terms of Astellas Japan Amendment, and accordingly recorded an adjustment to the drug product revenue of $ 1.8 million.

Specifically, the change in estimated variable consideration was based on the API held by Astellas at period end, adjusted to reflect the changes in the estimated yield from the manufacture of bulk product tablets, among others.

For the three months ended September 30, 2024, the Company updated its estimate of variable consideration related to the API shipments fulfilled under the terms of Astellas Japan Amendment, and accordingly recorded a reduction to the drug product revenue of $ 1.4 million.

Specifically, the change in estimated variable consideration was based on the API held by Astellas at period end, adjusted to reflect the changes in the estimated bulk product strength mix intended to be manufactured by Astellas, among others.

For the three months ended June 30, 2024, the Company updated its estimate of variable consideration related to the API shipments fulfilled under the terms of Astellas Japan Amendment, and accordingly recorded a reduction to the drug product revenue of $ 0.4 million.

Specifically, the change in estimated variable consideration was based on the API held by Astellas at period end, adjusted to reflect foreign exchange impacts and the changes in the estimated bulk product strength mix intended to be manufactured by Astellas, among others.

For the three months ended March 31, 2024, the Company updated its estimate of variable consideration related to the API shipments fulfilled under the terms of Astellas Japan Amendment, and accordingly recorded a reduction to the drug product revenue of $ 2.2 million.

As of September 30, 2025, t he balances related to the API price true-up under the Astellas Japan Agreement were $ 1.0 million in accrued liabilities, representing the Company’s best estimate of the timing for these amounts to be paid.

As of December 31, 2024, the balances related to the API price true-up under the Astellas Japan Agreement were $ 2.5 million in accrued liabilities and $ 0.6 million in other long-term liabilities.

As of March 31, 2026, t he balances related to the API price true-up under the Astellas Japan Agreement were $ 3.8 million in accrued liabilities, representing the Company’s best estimate of the timing for these amounts to be paid.

As of December 31, 2025, the balances related to the API price true-up under the Astellas Japan Agreement were $ 1.6 million in accrued liabilities.

Astellas Europe Agreement

2 unchanged sentences

The Company updates its estimate of variable consideration related to the bulk drug product transferred in prior years at each balance sheet date.

During the fourth quarter of 2024, the Company transferred bulk drug product for commercial purposes under the terms of the Astellas Europe Agreement and the Astellas EU Supply Agreement, and recognized the related fully-burdened manufacturing costs of $ 0.6 million as drug product revenue, and recorded $ 4.4 million as deferred revenue due to a high degree of uncertainty associated with the variable consideration for revenue recognition purposes.

During the three months ended March 31, 2026, the Company recorded $ 3.3 million in drug product revenue for intermediates under the terms of the Astellas Europe Agreement and the Astellas EU Supply Agreement, and received cash during the same quarter .

Corresponding to the drug product revenue, the Company recorded the related cost of goods sold of $ 3.3 million during the three months ended March 31, 2026.

In addition, during the three months ended March 31, 2026 , the Company transferred bulk drug product for commercial purposes under the terms of the Astellas Europe Agreement and the Astellas EU Supply Agreement, and recognized the related fully-burdened manufacturing costs of $ 0.9 million as drug product revenue, and recorded $ 6.2 million as deferred revenue due to a high degree of uncertainty associated with the variable consideration for revenue recognition purposes.

In addition, the Company updated its estimate of variable consideration related to the bulk drug product transferred in prior years.

Specifically, the change in estimated variable consideration was based on the bulk drug product held by Astellas at the period end, adjusted to reflect the changes in the estimated transfer price, forecast information, shelf-life estimates and other items.

As a result, for the year ended December 31, 2024, the Company reclassified $ 7.2 million from the related deferred revenue to accrued liabilities.

As of December 31, 2024, the related balance in accrued liabilities was $ 10.5 million.

Further for the nine months ended September 30, 2025, the Company reclassified $ 0.9 million from the related deferred revenue to accrued liabilities.

As of September 30, 2025, the balances related to the bulk drug product price true-up under the Astellas Europe Agreement and the Astellas EU Supply Agreement were $ 11.4 million in a ccrued liabilities, representing the Company’s best estimate that these amounts will be paid within the next 12 months, a $ 7.1 million of which was paid to Astellas in October 2025.

The Company recognized royalty revenue of $ 1.3 million and $ 1.1 million as drug product revenue from the deferred revenue under the Astellas Europe Agreement for the three months ended September 30, 2025 and 2024 , and $ 3.3 million and $ 3.2 million for the nine months ended September 30, 2025 and 2024, respectively.

As a result, for the three months ended March 31, 2026, the Company reclassified $ 0.5 million from the related deferred revenue to accrued liabilities.

As of March 31, 2026, the balances related to the bulk drug product price true-up under the Astellas Europe Agreement and the Astellas EU Supply Agreement were $ 1.9 million in a ccrued liabilities, representing the Company’s best estimate that these amounts will be paid within the next 12 months.

As of December 31, 2025, the related balance in accrued liabilities was $ 5.4 million, $ 3.8 million of which was paid to Astellas in the first quarter of 2026.

The Company recognized royalty revenue of $ 1.5 million and $ 0.8 million as drug product revenue from the deferred revenue under the Astellas Europe Agreement for the three months ended March 31, 2026 and 2025, respectively.

It is the Company’s best estimate that the remainder of the deferred revenue will be recognized as revenue when uncertainty is resolved, based on the performance of roxadustat product sales in the Astellas territory.

3 unchanged sentences

Reclassified to Accrued Liability / Accounts Payable

September 30, 2025

March 31, 2026

Drug product revenue - deferred revenue:

Astellas Europe Agreement

AstraZeneca U.S./RoW Agreement

As described under AstraZeneca Agreements section above, pursuant to the AstraZeneca Termination and Transition Agreement related to the AstraZeneca U.S./RoW Agreement, the Company and AstraZeneca settled the outstanding balances relating to past transactions under the AstraZeneca Master Supply Agreement.

Accordingly, during the first quarter of 2024, the Company accounted for the termination of the AstraZeneca U.S./RoW agreement as a contract modification under the ASC 606 and recorded a cumulative catch-up net adjustment of $ 25.7 million to the drug product revenue and received the cash during the second quarter of 2024.

Corresponding to the drug product revenue, during the first quarter of 2024, the Company recorded the related cost of goods sold of $ 21.1 million.

Consolidated Variable Interest Entity - Fortis

In May 2023 (the “Option Acquisition Date”), the Company entered into an exclusive option agreement to acquire Fortis Therapeutics, Inc.

(“Fortis”) with its novel Phase 1 ADC, FOR46 (now referred to as “FG-3246”), that targets a novel epitope on CD46 preferentially expressed on certain cancer cells.

(“Fortis”) with its novel Phase 1 ADC, FOR46 (now referred to as “FG-3246”) that targets CD46, a novel epitope preferentially expressed on certain cancer cells.

FG-3246 is in development for the treatment of mCRPC with potential applicability in other solid tumors and hematologic malignancies.

If FibroGen exercises the option to acquire Fortis, it will pay Fortis an option exercise payment of $ 80.0 million, and thereafter, legacy Fortis shareholders would be eligible to receive from FibroGen up to $ 200.0 million in contingent payments associated with the achievement of various regulatory approvals.

If FibroGen acquires Fortis, it would also be responsible to pay University of California, San Francisco (“UCSF”), an upstream licensor to Fortis, development milestone fees and a single digit royalty on net sales of therapeutic or diagnostic products arising from the licensing arrangement between Fortis and UCSF .

If FibroGen chooses not to acquire Fortis, its exclusive license to FG-3246 would expire.

On March 28, 2025, the Company and Fortis entered into amendments and modified the option exercise deadline to December 31, 2027.

Pursuant to an evaluation agreement entered into with Fortis concurrent with the option agreement (together the “Fortis Agreements”), FibroGen has exclusively licensed FG-3246 and will control and fund future research, development, including a Phase 2 clinical study sponsored by FibroGen, and manufacturing of FG-3246 during the up-to four-year option period (which ends on the earlier of 120 days after Fortis or FibroGen submits data from any Phase 2 clinical trial of a product to the U.S.

Food and Drug Administration for the purpose of progressing to a Phase 3 clinical trial or December 31, 2027 absent extension).

As part of the clinical development strategy, FibroGen will continue the work to develop a PET-based biomarker utilizing a radiolabeled version of the targeting antibody for patient selection.

Additionally, the Company is obligated to make four quarterly payments totaling $ 5.4 million to Fortis in support of its continued development obligations, of which the last payment was $ 1.7 million and made during the three months ended March 31, 2024.

If the Company exercises the option to acquire Fortis, it will pay Fortis an option exercise payment of $ 80.0 million, and thereafter, legacy Fortis shareholders would be eligible to receive from the Company up to $ 200.0 million in contingent payments associated with the achievement of various regulatory approvals.

If the Company acquires Fortis, it would also be responsible to pay University of California, San Francisco (“UCSF”), an upstream licensor to Fortis, development milestone fees and a single digit royalty on net sales of therapeutic or diagnostic products arising from the licensing arrangement between Fortis and UCSF .

If the Company chooses not to acquire Fortis, its exclusive license to FG-3246 would expire.

Pursuant to an evaluation agreement entered into with Fortis concurrent with the option agreement (together the “Fortis Agreements”), the Company has exclusively licensed FG-3246 and will control and fund future research, development, including a Phase 2 clinical study sponsored by the Company, and manufacturing of FG-3246 during the option period (which ends on December 31, 2027).

As part of the clinical development strategy, the Company will continue the work to develop a PET-based biomarker utilizing a radiolabeled version of the targeting antibody for patient selection.

Pursuant to the guidance under ASC 810, Consolidation (“ASC 810”), the Company determined that Fortis is a VIE and that the Company is the primary beneficiary of Fortis, as through the Fortis Agreements the Company has the power to direct activities that most significantly impact the economic performance of Fortis.

Therefore, the Company consolidated Fortis starting from the Option Acquisition Date and continues to consolidate as of September 30, 2025.

Therefore, the Company consolidated Fortis starting from the Option Acquisition Date and continues to consolidate as of March 31, 2026.

Fortis has authorized and issued common shares and Series A preferred shares.

As of the Option Acquisition Date and September 30, 2025 , the Company owned approximately 2 % of Fortis’ Series A preferred shares, which was acquired previously and carried at zero cost.

The Company owned approximately 2 % of Fortis’ Series A preferred shares, which was acquired prior to the Option Acquisition Date and carried at zero cost.

The non-controlling interests (“NCI”) attributable to the common shares is classified as nonredeemable NCI, as it is 100 % owned by third party shareholders.

The NCI attributable to the approximately 98 % of Series A preferred shares owned by other investors are classified as redeemable NCI in temporary equity, as the preferred shares are redeemable by the non-controlling shareholders upon occurrence of certain events out of the Company’s control.

The NCI attributable to the approximately 98 % of Series A preferred shares owned by other investors are classified as redeemable NCI in temporary equity, as the preferred shares are redeemable by the non-controlling share holders upon occurrence of certain events out of the Company’s control.

Subsequent to the Option Acquisition Date, Fortis’ net income is allocated to its common shares and preferred shares based on their respective stated rights.

Fortis’ net loss is allocated to its common shares only as the holders of preferred shares do not have a contractual obligation to absorb such losses.

As of September 30, 2025, total assets and liabilities of Fortis were immaterial.

For the three and nine months ended September 30, 2025 and 2024 , Fortis’ net income (losses) was immaterial.

As of March 31, 2026, total assets and liabilities of Fortis were immaterial.

For the three months ended March 31, 2026 and 2025 , Fortis’ net income (losses) was immaterial.

Fair Value Measurements

The fair values of the Company’s financial assets that are measured on a recurring basis are as follows (in thousands):

September 30, 2025

March 31, 2026

Money market funds

4 unchanged sentences

Money market funds

Corporate bonds

Commercial paper

3 unchanged sentences

These inputs include reported trades of and broker/dealer quotes on the same or similar investments, issuer credit spreads, benchmark investments, prepayment/default projections based on historical data and other observable inputs.

During the three and nine months ended September 30, 2025 , a total of $ 10.0 million and $ 17.8 million, respectively, of U.S.

During the three months ended March 31, 2026 and 2025 , a total of $ 6.0 million and $ 6.5 million, respectively, of U.S.

treasury notes and bills were transferred from Level 1 to Level 2 as such instruments were changed to off-the-run when they were issued before the most recent issue and were still outstanding at measurement day.

2 unchanged sentences

Cash and cash equivalents consisted of the following (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

3 unchanged sentences

Total cash and cash equivalents

As of September 30, 2025, the Company’s investments consist primarily of available-for-sale debt investments.

As of March 31, 2026 , the Company’s investments consist primarily of available-for-sale debt investments.

The amortized cost, gross unrealized holding gains or losses, and fair value of the Company’s investments by major investments type are summarized in the table below (in thousands):

September 30, 2025

March 31, 2026

Amortized Cost

4 unchanged sentences

Corporate bonds

Commercial paper

government bonds

Total investments

As of September 30, 2025 , the available-for-sale investments had remaining contractual maturities of two years .

December 31, 2025

Amortized Cost

Gross Unrealized

Holding Gains

Gross Unrealized

Holding Losses

Corporate bonds

Commercial paper

government bonds

Total investments

The following table summarizes, for all available for sale securities in an unrealized loss position, the fair value and gross unrealized loss by length of time the security has been in a continual unrealized loss position (in thousands):

March 31, 2026

Less than 12 Months

12 Months or More

Gross Unrealized

Holding Losses

Gross Unrealized

Holding Losses

Gross Unrealized

Holding Losses

Corporate bonds

government bonds

As of March 31, 2026 , the available-for-sale investments had remaining contractual maturities within two years .

The Company periodically assesses whether the unrealized losses on its available-for-sale investments were temporary.

1 unchanged sentence

For debt securities, the Company also considers whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses.

There was no available for sale security in an unrealized loss position as of September 30, 2025, and the Company did not recognize any other-than-temporary impairment loss during the three and nine months ended September 30, 2025 and 2024.

The Company did not have any short-term or long-term investments as of December 31, 2024.

Based on the results of its review, the Company did no t recognize any credit related losses or other impairment loss during the three months ended March 31, 2026 and 2025.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

Insurance proceeds receivable for litigation settlement

Holdback consideration receivable related to divestiture

2 unchanged sentences

Total prepaid expenses and other current assets

As of September 30, 2025, the Company recorded a $ 10.0 million receivable in prepaid expenses and other current assets for the holdbacks related to the closing of the divestiture of FibroGen International.

As of March 31, 2026 and December 31, 2025, the Company recorded a $ 4.0 million receivable in prepaid expenses and other current assets for the holdbacks related to the closing of the divestiture of FibroGen International.

See Note 2, Discontinued Operations and Divestiture, for details.

As of December 31, 2024 , the Company recorded a $ 28.5 million receivable in prepaid expenses and other current assets, corresponding to the accrued litigation settlement of the same amount related to the Company’s agreement in principle with plaintiffs to settle the class action lawsuit.

As the Company maintains insurance that covers exposure related to the class action lawsuit, this amount is fully recoverable under the Company’s insurance policies.

The determination that the recorded receivables are probable of collection is based on the terms of the applicable insurance policies and communications with the insurers.

Such amount was fully distributed during the first quarter of 2025.

As a result, the related accrued liability and the corresponding receivable were fully settled in the same period.

See the Accrued and Other Current Liabilities section below, and the Legal Proceedings and Other Matters section in Note 11, Commitments and Contingencies , for details.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

API and bulk drug product price true-up

Litigation settlement

Payroll and related accruals

3 unchanged sentences

Total accrued and other current liabilities

The accrued liabilities of $ 12.4 million and $ 13.1 million for API and bulk drug product price true-up as of September 30, 2025 and December 31, 2024, respectively, resulted from changes in estimated variable consideration associated with the API shipments fulfilled under the terms of the Astellas Japan Amendment, and the bulk drug product transferred under the terms of the Astellas Europe Agreement and the Astellas EU Supply Agreement.

The accrued liabilities of $ 5.7 million and $ 7.0 million for API and bulk drug product price true-up as of March 31, 2026 and December 31, 2025, respectively, resulted from changes in estimated variable consideration associated with the API shipments fulfilled under the terms of the Astellas Japan Amendment, and the bulk drug product transferred under the terms of the Astellas Europe Agreement and the Astellas EU Supply Agreement.

See the Drug Product Revenue, Net section in Note 3, Collaboration Agreements, License Agreement and Revenues, for details.

As of December 31, 2024 , the accrued litigation settlement of $ 28.5 million was related to the Company’s agreement in principle with plaintiffs to settle the class action lawsuit, which was fully distributed during the first quarter of 2025 as mentioned above.

See the Legal Proceedings and Other Matters section in Note 11, Commitments and Contingencies , for details.

Responding to the reported results for pamrevlumab in July 2024, the Company implemented an immediate and significant cost reduction plan in the U.S., including terminating pamrevlumab research and development investment and expeditiously wind down remaining obligations, and reducing U.S.

workforce by approximately 75 %.

The total cash payments under the reduction in force was $ 0.9 million and $ 3.2 million during the three and nine months ended September 30, 2025, respectively.

The remaining accrued restructuring charge of $ 0.8 million as of September 30, 2025 will be substantially paid out by the end of 2025.

Senior Secured Term Loan Facilities

In April 2023, the Company entered into a financing agreement (“Financing Agreement”) with investment funds managed by MSTV, as lenders (the “Lenders”), and Wilmington Trust, National Association, as the administrative agent, providing for senior secured term loan facilities, and received $ 74.1 million, representing a $ 75.0 million i nitial term loan (the “Initial Term Loan”), net of $ 0.9 million issuance costs.

In April 2023, the Company entered into a financing agreement (“Financing Agreement”) with investment funds managed by MSTV, as lenders (the “Lenders”), and Wilmington Trust, National Association, as the administrative agent, providing for senior secured term loan facilities, and received $ 74.1 million, representing a $ 75.0 million initial term loan (the “ Initial Term Loan”) , net of $ 0.9 million issuance costs.

The Initial Term Loan accrued interest at a fixed rate of 14.0 % per annum, payable monthly in arrears.

2 unchanged sentences

The Company was permitted to prepay the Initial Term Loan from time to time, in whole or in part, subject to payment of a make-whole amount equal to the unpaid principal amount of the portion of the Initial Term Loan being repaid or prepaid, plus accrued and unpaid interest of the portion of the Initial Term Loan being repaid or prepaid, plus an amount equal to the remaining scheduled interest payments due on such portion of the Initial Term Loan being repaid or prepaid as if such Initial Term Loan were to remain outstanding until the scheduled maturity date.

The initial issuance costs and the related transaction costs, totaling $ 3.7 million were amortized as interest expense using the effective interest method over the term of the Initial Term Loan and were reported on the balance sheet as a direct deduction from the amount of the Initial Term Loan.

The effective annual interest rate of the Initial Term Loan was 16.13 % for the three and nine months ended September 30, 2025 and 2024 .

The Company recorded interest expense of $ 1.9 million and $ 7.8 million for the three and nine months ended September 30, 2025 , and $ 2.9 million and $ 8.7 million, respectively, for the three and nine months ended September 30, 2024, respectively, which were included in discontinued operations as the Company was required to repay the loan upon the closing of the divestiture of FibroGen International.

On August 29, 2025, u pon the above-mentioned Transaction close, the Company paid the Lenders a total of $ 80.9 million, including $ 75.0 million for paying off the senior secured term loan facilities, $ 0.4 million for outstanding interest and $ 5.5 million for related premium and fees.

Accordingly, the Company recorded a loss on debt extinguishments of $ 6.6 million, including the $ 5.5 million of premium and fees and a $ 1.1 million amortization of issuance costs, for the three and nine months ended September 30, 2025.

The balance of the Company’s senior secured term loan facilities as of December 31, 2024 was as follows (in thousands):

December 31, 2024

Principal of senior secured term loan facilities

Unamortized issuance costs and transaction costs

Senior secured term loan facilities, ending balance

Representing:

Senior secured term loan facilities, current

Senior secured term loan facilities, non-current

On August 29, 2025, upon the closing of the divestiture FibroGen International , the Company paid the Lenders a total of $ 80.9 million, including $ 75.0 million for paying off the senior secured term loan facilities, $ 0.4 million for outstanding interest and $ 5.5 million for related premium and fees .

The effective annual interest rate of the Initial Term Loan was 16.13 % for the three months ended March 31, 2025.

The Company recorded interest expense of $ 3.0 million for the three months ended March 31, 2025, which was included in discontinued operations as the Company was required to repay the loan upon the closing of the divestiture of FibroGen International .

Liability Related to Sale of Future Revenues

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NovaQuest will retain this entitlement until it has reached the Payment Cap, at which point 100 % of such revenue interest on future global net sales of Astellas will revert to the Company.

Based on the current estimates of drug product revenue and revenue from milestone payments under the Astellas Agreements, and taking into the consideration of the terms discussed above, the Company anticipates reaching a Payment Cap up to $ 125.0 million by 2031.

Over the course of the RIFA, the effective interest rate is affected by the amount and timing of drug product revenue and revenue from milestone payments recognized, the changes in the timing of forecasted drug product revenue and revenue from milestone payments, and the timing of the Company’s payments to NovaQuest.

On a quarterly basis, the Company reassesses the expected total revenue and the timing of such revenue, recalculates the amortization of debt discount and transactions costs and effective interest rate, and adjusts the accounting prospectively as needed.

The Company’s estimated effective annual interest rate was 15.23 % as of September 30, 2025.

The following table summarizes the activities of the liability related to sale of future revenues for the nine months ended September 30, 2025:

Nine Months Ended

September 30, 2025

The Company’s estimated effective annual interest rate was 15.19 % as of March 31, 2026.

The following table summarizes the activities of the liability related to sale of future revenues for the three months ended March 31, 2026:

Three Months Ended March 31,

Liability related to sale of future revenues - beginning balance

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Liability related to sale of future revenues, non-current

During the three and nine months ended September 30, 2025, the Company recognized, under Astellas Agreements, development revenue of $ 0.1 million and $ 0.4 million , respectively, and drug product revenue of $ 1.0 million and $ 4.8 million , respectively.

During the three and nine months ended September 30, 2024 , the Company recognized, under Astellas Agreements, development revenue of $ 0.4 million and $ 1.0 million, respectively, and drug product revenue of $( 0.3 ) million and $( 0.7 ) million, respectively.

During the three months ended March 31, 2026 and 2025, the Company recognized, under Astellas Agreements, development revenue of $ 0.2 million and $ 0.1 million , respectively, and drug product revenue of $ 3.5 million and $ 2.6 million, respectively.

See Note 3, Collaboration Agreements, License Agreement and Revenue , for details.

During the three and nine months ended September 30, 2025 , the Company recognized the related interest expense of $ 2.0 million and $ 6.1 million, respectively.

During the three and nine months ended September 30, 2024 , the Company recognized the related interest expense of $ 2.0 million and $ 5.8 million, respectively.

During nine months ended September 30, 2025 and 2024 , the Company paid $ 0.5 million and $ 5.7 million accrued interest, respectively.

FibroGen Cayman Non-Controlling Interests

FibroGen International (Cayman) Limited (“FibroGen Cayman”) has 15,836,966 Series A Preference Shares outstanding, including 10,484,260 shares owned by FibroGen Inc.

and 5,352,706 shares owned by minority shareholders, and 78,000,000 common shares outstanding owned by FibroGen Inc.

In the event of liquidation, dissolution, or winding up of the entity, either voluntary or involuntary, including by means of a merger, the holders of FibroGen Cayman Series A Preference Shares are entitled to be paid an amount equal to their liquidation preference as set forth in the FibroGen Cayman Amended and Restated Memorandum and Articles of Association (the “Articles”).

The discontinued operations sold under the Transaction discussed in the above Note 2, Discontinued Operations and Divestiture , consisted substantially all the assets owned by FibroGen Cayman, and therefore triggered liquidation distribution process of FibroGen Cayman based on its Articles.

Accordingly, during the three months ended September 30, 2025, the Company distributed a total of $ 5.4 million to FibroGen Cayman’s minority shareholders ($ 1.00 for each of the FibroGen Cayman Series A Preference Shares held by the minority shareholders) , and correspondingly recorded a reduction to the related nonredeemable non-controlling interests of $ 7.5 million and an adjustment to additional paid-in capital of $ 2.1 million, for such distribution.

Any further distribution, if applicable, will be paid out on a pro-rata basis to the holders of all common and Series A Preference shares of FibroGen Cayman, and is subject to future adjustments, if any, including additional proceeds received from the holdbacks related to the Transaction, and future costs of FibroGen Cayman.

Provisions for (benefits from) income tax for the three and nine months ended September 30, 2025 and 2024 were immaterial and due to foreign taxes.

During the three months ended March 31, 2026 and 2025 , the Company recognized the related interest expense of $ 2.3 million and $ 2.2 million, respectively.

During the three months ended March 31, 2026 and 2025 , the Company paid $ 1.3 million and $ 0.5 million accrued interest, respectively.

Provision for income taxes for the three months ended March 31, 2026 and 2025 were immaterial.

Based upon the weight of available evidence, which includes its historical operating performance, reported cumulative net losses since inception, the Company has established and continues to maintain a full valuation allowance against its net deferred tax assets as it does not currently believe that realization of those assets is more likely than not.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S.

which contains a broad range of tax reform provisions affecting businesses.

The legislation does not have a material impact on the Company’s financial statements.

Commitments and Contingencies

Contract Obligations

As of September 30, 2025 , the Company had outstanding total non-cancelable purchase obligations of $ 4.0 million for general purchases and other programs and $ 2.6 million for manufacture and supply of roxadustat.

As of March 31, 2026 , the Company had outstanding total non-cancelable purchase obligations of $ 1.5 million for manufacture and supply of roxadustat and $ 1.1 million for general purchases .

The Company expects to fulfill its commitments under these agreements in the normal course of business, and as such, no liability has been recorded.

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A loss or a range of loss is disclosed when it is reasonably possible that a material loss will incur and can be estimated, or when it is reasonably possible that the amount of a loss, when material, will exceed the recorded provision.

The Company did not have any material accruals for any active legal action, in its condensed consolidated balance sheet as of September 30, 2025.

Between April 2021 and May 2021, five putative securities class action complaints were filed against FibroGen and certain of its former executive officers in the U.S.

The Company did not have any material accruals for any active legal action, in its condensed consolidated balance sheet as of March 31, 2026.

Between April 2021 and May 2021, five putative securities class action complaints were filed against the Company and certain of its former executive officers in the U.S.

District Court for the Northern District of California.

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As part of the settlement, and without admitting or denying the findings in the settlement offer or administrative order to be issued by the SEC, the Company agreed to pay a $ 1.25 million civil penalty.

In September 2025, the agreement was approved by the Commission.

In September 2025, the agreement was approved by the Commission and the Company has been making payments to the agreed upon payment schedule .

Between 2022 and 2024, the Company’s Board of Directors received seven litigation demands from purported shareholders of the Company, asking the Board of Directors to investigate and take action against certain current and former officers and directors of the Company for alleged wrongdoing based on the same allegations in the derivative and securities class action lawsuits.

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Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, including in connection with intellectual property infringement claims by any third party with respect to its technology.

The term of these indemnification agreements is generally perpetual any time after the execution of the agreement.

The term of these indemnification agreements is generally perpetual after the execution of the agreement.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the extent permissible under applicable law.

The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable.

There is currently one SEC complaint against the Company's former Chief Medical Officer in U.S.

District Court.

While the Company is not a party to this proceeding, pursuant to its indemnification agreement with the former officer, the Company is obligated to advance certain legal expenses and may be required to indemnify certain costs and judgments;

however, certain judgments, settlements, or fines sought by the SEC would not be covered by the Company under the indemnification agreement.

As of March 31, 2026, the Company’s accrued liabilities related to these obligations were not material.

The Company is unable to reasonably estimate the total amount of future indemnification costs beyond amounts currently accrued due to the early stage of the litigation and significant uncertainties regarding the duration, scope, and outcome of the proceedings.

Segment Information

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These significant segment expenses include cost of goods sold, research and development expenses, selling, general and administrative expenses, and restructuring charge.

Other segment items that are presented on the condensed consolidated statements of operations include interest expense, loss on debt extinguishments, interest income and other income (expense), net, and provision for (benefit from) income taxes.

Other segment items that are presented on the condensed consolidated statements of operations include interest expense, interest income and other income (expense), net, and provision for (benefit from) income taxes.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

Subsequent Event

The Company’s subsidiary, FibroGen Europe Oy (“FibroGen Europe”), has product development obligations to the Technology Development Center of the Republic of Finland (“TEKES”), which consist of 11 separate advances (each in the form of a note agreement) received by FibroGen Europe between 1996 and 2008 from TEKES (“TEKES loans”).

These advances were granted on a project-by-project basis to fund various product development efforts undertaken by FibroGen Europe only.

Kyntra Bio, Inc.

is not a guarantor of these loans and they are non-recourse to Kyntra Bio, Inc.

The principal or the accrued interest of these loans are not repayable by FibroGen Europe until it has distributable funds.

FibroGen Europe voluntarily submitted for bankruptcy to the Finnish bankruptcy court in April 2026.

FibroGen Europe was declared bankrupt by a decision of the Helsinki District Court on April 16, 2026 and the court has appointed an estate administrator of the bankruptcy estate.

As of March 31, 2026 and December 31, 2025, the Company had U.S.

Dollar equivalent of $ 10.9 million and $ 11.1 million of principal outstanding, respectively, and $ 8.4 million and $ 8.5 million of interest accrued, respectively, which were presented in the product development obligations line on the condensed consolidated balance sheets.

While the Company expects the above-mentioned bankruptcy process to result in an eventual relief of the TEKES loans, the definitive timing and the ultimate outcome of such debt relief remain uncertain.

At this time, the Company cannot reasonably estimate the related financial effect on its consolidated financial position or results of operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements