KYNB 8-K
Kyntra Bio, Inc. (KYNB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2025, FibroGen entered into the fourth amendment (“Fourth Amendment”) to the financing agreement, dated as of April 29, 2023 as amended (“Financing Agreement”) with investment funds managed by Morgan Stanley Tactical Value, as lenders (the “Lenders”) and Wilmington Trust National Association, as administrative agent for the Lenders (the “Administrative Agent”), as previously amended. The Fourth Amendment further reduces the minimum qualified cash balance required to be held in deposit accounts or securities accounts in the United States by the Company from $18.75 million to $15 million.
The foregoing description of the Fourth Amendment to the Financing Agreement is not complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
||
|
|
|
Exhibit No. |
|
Description |
10.1 |
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
FibroGen, Inc. |
|
|
|
|
Date: |
August 13, 2025 |
By: |
/s/ John Alden |
|
|
|
John Alden |
Execution Version
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
Exhibit 10.1
FOURTH AMENDMENT TO FINANCING AGREEMENT
This FOURTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of August 12, 2025, is entered into among FIBROGEN, INC., a Delaware corporation (the “Borrower”), the lenders party hereto constituting Required Lenders under the Financing Agreement (the “Lenders”), and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Agent”).
RECITALS
The Borrower, the Guarantors party thereto, the lenders from time to time party thereto, and the Agent are parties to that certain Financing Agreement, dated as of April 29, 2023 (as amended by the First Amendment to Financing Agreement dated as of May 8, 2025, the Second Amendment to Financing Agreement dated as of June 5, 2025, the Third Amendment to Financing Agreement dated as of July 14, 2025, and as otherwise amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Financing Agreement”; capitalized terms used herein and not defined shall have the meanings ascribed to them in the Financing Agreement or the Financing Agreement as amended hereby (the “Amended Financing Agreement”), as applicable). The Borrower has requested that Agent and the Required Lenders make certain changes to the Financing Agreement. The Agent and the Required Lenders have agreed to such requests, subject to the terms and conditions set forth herein.
Accordingly, in consideration of the premises and the mutual agreements contained herein, the parties hereto hereby agree as follows:
Section 6.8 Minimum Qualified Cash. The Loan Parties shall not permit the aggregate amount of Qualified Cash in Deposit Accounts or Securities Accounts located in the United States as of each Interest Payment Date (after giving pro forma effect to the interest payment due and payable on such date) to be less than $15,000,000.
Qualified Cash located in the United States as of the Interest Payment Date (after giving pro forma effect to the interest payment due and payable on such date) to not be less than $15,000,000.
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
SECTION 4. Execution in Counterparts; Integration. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment electronically shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment, together with the other Loan Documents, represents the entire agreement of the Borrower, the Lenders and the Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
[SIGNATURE PAGES FOLLOW]
2
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date hereof.
FIBROGEN, INC., |
|
as Borrower
|
|
By: |
/s/ [*] |
Name: [*] |
|
Title: [*]
|
|
[Signature Page to Fourth Amendment]
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
WILMINGTON TRUST, NATIONAL ASSOCIATION, |
|
as Agent
|
|
By: |
/s/ [*] |
Name: [*] |
|
Title: [*] |
|
[Signature Page to Fourth Amendment]
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
NHTV Fairview Holding LLC, |
|
as Lender
|
|
By: |
North Haven Tactical Value Fund LP, its sole member |
By: |
MS Tactical Value Fund GP LP, its general partner |
By: |
MS Tactical Value Fund GP Inc., its general partner |
By: |
/s/ [*] |
Name: [*] |
|
Title: [*] |
|
|
|
|
|
NHTV II Fairview Holding LLC, |
|
as Lender
|
|
By: |
NHTV II Onshore Aggregator LP, its sole member |
By: |
MS Tactical Value Fund II GP LP, its general partner |
By: |
MS Tactical Value Fund II GP Inc., its general partner |
By: |
/s/ [*] |
Name: [*] |
|
Title: [*] |
|
[Signature Page to Fourth Amendment]
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
MSTV Fund II ESC Fairview Holding LLC, |
|
as Lender
|
|
By: |
MSTV Fund II Employees Investments LP, its sole member |
By: |
MS Tactical Value Fund II GP LP, its general partner |
By: |
MS Tactical Value Fund II GP Inc., its general partner |
By: |
/s/ [*] |
Name: [*] |
|
Title: [*] |
|
[Signature Page to Fourth Amendment]
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.