S-8 1 d708591ds8.htm S-8 S-8

As filed with the U.S. Securities and Exchange Commission on January 25, 2021

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BRIDGEBIO PHARMA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   84-1850815

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

421 Kipling Street

Palo Alto, CA 94301

(Address of Principal Executive Offices)

EIDOS THERAPEUTICS, INC. AMENDED AND RESTATED 2018 STOCK OPTION AND INCENTIVE PLAN

EIDOS THERAPEUTICS, INC. AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN

(Full title of the plan)

Brian C. Stephenson

Chief Financial Officer

BridgeBio Pharma, Inc.

421 Kipling Street

Palo Alto, CA 94301

(Name and address of agent for service)

(650) 391-9740

(Telephone number, including area code, of agent for service)

Copies to:

Mitchell S. Bloom, Esq.

Maggie L. Wong, Esq.

Goodwin Procter LLP

3 Embarcadero Center, 28th Floor

San Francisco, CA 94111

Telephone: (415) 733-6000

 

 

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

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities

to be registered

  

Amount

to be

registered(1)

  

Proposed

maximum

offering price

per share

  

Proposed

maximum

aggregate

offering price

  

Amount of

registration fee

Common stock, $0.001 par value per share

                

— Eidos Therapeutics, Inc. Amended and Restated 2016 Equity Incentive Plan (Options)

   375,059(2)   $1.33(3)   $498,828.47   $54.42

— Eidos Therapeutics, Inc. Amended and Restated 2018 Stock Option and Incentive Plan (Options)

   2,401,613(4)   $18.67(5)   $44,838,114.71   $4,891.84

— Eidos Therapeutics, Inc. Amended and Restated 2018 Stock Option and Incentive Plan (Restricted Stock Units)

   25,972(6)   $67.14(7)   $1,743,760.08   $190.24

Total

   2,802,644           $5,136.50

 

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

(2)

Represents shares of common stock, par value $0.001 per share, of the registrant (the “Common Stock”) issuable under the Eidos Therapeutics, Inc. Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”) in respect of options in connection with the registrant’s acquisition of Eidos Therapeutics, Inc. See “Explanatory Note” on the following page.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and is based on the weighted average exercise prices for such options under the 2016 Plan, which was $1.33 per share.

(4)

Represents Common Stock issuable under the Eidos Therapeutics, Inc. Amended and Restated 2018 Stock Option and Incentive Plan (the “2018 Plan”) in respect of options in connection with the registrant’s acquisition of Eidos Therapeutics, Inc. See “Explanatory Note” on the following page.

(5)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and is based on the weighted average exercise prices for such options under the 2018 Plan, which was $18.67 per share.

(6)

Represents Common Stock issuable under the 2018 Plan in respect of restricted stock units in connection with the registrant’s acquisition of Eidos Therapeutics, Inc. See “Explanatory Note” on the following page.

(7)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act, and is based on $67.14, the average of the high and low sales prices of the registrant’s common stock, as quoted on the Nasdaq Global Select Market, on January 22, 2021.

 

 

 

EXPLANATORY NOTE

On October 5, 2020, BridgeBio Pharma, Inc. (the “Registrant”), Eidos Therapeutics, Inc. (“Eidos”), Globe Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Registrant (“Merger Sub”), and Globe Merger Sub II, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Registrant (“Merger Sub II”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for, under the terms and subject to the conditions contained therein, (i) the merger of Merger Sub with and into Eidos (the “Initial Merger”), with Eidos surviving the Initial Merger, and (ii) thereafter, the merger of Eidos with and into Merger Sub II (together with the Initial Merger, the “Mergers”), with Merger Sub II surviving as an indirect wholly owned subsidiary of the Registrant.

Pursuant to the Merger Agreement, and pursuant to The Nasdaq Stock Market Rule 5635, the Registrant is registering an aggregate of 2,802,644 shares of common stock of the Registrant in connection with the assumption by the Registrant at the effective time of the Mergers contemplated in the Merger Agreement (the “Effective Time”) of previously granted options and restricted stock units under the following stockholder approved equity compensation plans of Eidos (the “Eidos Plans”), on the same terms and conditions applicable to such options and restricted stock units under the Eidos Plans immediately prior to the Effective Time: (i) the Amended and Restated 2016 Equity Incentive Plan; and (ii) the Amended and Restated 2018 Stock Option and Incentive Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The document(s) containing the information specified in Part I will be sent or given to the participants in the 2019 Amended and Restated BridgeBio Stock Option and Incentive Plan pursuant to Rule 428(b)(1). Such document(s) are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These document(s) and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are incorporated by reference into this registration statement:

 

(a)

    The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (“Annual Report”);

(b)

    The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September  30, 2020, filed with the Commission on May  14, 2020, August  11, 2020 and November 5, 2020;

(c)

    The Registrant’s Current Reports on Form 8-K filed with the Commission on January  7, 2020, February 19, 2020, March  4, 2020, March 6, 2020, March  10, 2020, March 24, 2020, April  29, 2020, June 8, 2020, June  24, 2020, October 5, 2020, October  6, 2020, October 23, 2020, November  6, 2020, January 4, 2021, January 12, 2021 and January 20, 2021; and

(d)

    The description of the Registrant’s common stock, which is registered under Section  12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), contained in Exhibit 4.4 to the Annual Report, including any amendments or reports filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

 

Item 4.

Description of Securities.

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

 

Item 6.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145.

The Registrant has adopted provisions in the Registrant’s certificate of incorporation and bylaws to be in effect at the completion of its initial public offering that limit or eliminate the personal liability of the Registrant’s directors and officers to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director or officer will not be personally liable to the Registrant or its stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

 

  •  

any breach of the director’s duty of loyalty to the Registrant or its stockholders;

 

  •  

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

  •  

any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or

 

  •  

any transaction from which the director derived an improper personal benefit.

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

In addition, the Registrant’s bylaws provide that:

 

  •  

the Registrant will indemnify its directors, officers and, in the discretion of its board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and

 

  •  

the Registrant will advance expenses, including attorneys’ fees, to its directors and, in the discretion of its board of directors, to its officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of the Registrant, subject to limited exceptions.

The Registrant has entered into indemnification agreements with each of its directors and executive officers. These agreements provide that the Registrant will indemnify each of its directors, its executive officers and, at times, their affiliates to the fullest extent permitted by the DGCL. The Registrant will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any proceeding in which indemnification is available and the Registrant will indemnify its directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of the Registrant or in furtherance of the Registrant’s rights.

Additionally, certain of the Registrant’s directors may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates, which indemnification relates to and might apply to the same proceedings arising out of such director’s services as a director referenced herein. Nonetheless, the Registrant has agreed in the indemnification agreements that the Registrant’s obligations to those same directors are primary and any obligation of the affiliates of those directors to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.

The Registrant also maintains general liability insurance which covers certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act.

 

Item 7.

Exemption from Registration Claimed.

Not applicable.

 

Item 8.

Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

 

Exhibit

No.

    Description
  4.1    Form of Amended and Restated Certificate of Incorporation of the Registrant (1)
  4.2    Form of Amended and Restated Bylaws of the Registrant (2)
  4.3    Specimen Common Stock Certificate (3)
  5.1*    Opinion of Goodwin Procter LLP
23.1*    Consent of Independent Registered Public Accounting Firm to BridgeBio Pharma, Inc.
23.2*    Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1*    Power of Attorney (included on signature page)
99.1    Eidos Therapeutics, Inc. Amended and Restated 2016 Equity Incentive Plan and Forms thereunder (4)
99.2    Eidos Therapeutics, Inc. Amended and Restated 2018 Stock Option and Incentive Plan and Forms thereunder (5)

*

Filed herewith.

(1)

Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 3, 2019 and incorporated herein by reference.

(2)

Filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4, filed on November 6, 2020 and incorporated herein by reference.

(3)

Filed as Exhibit 4.1 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1, filed on June 24, 2019 and incorporated herein by reference.

(4)

Filed as Exhibit 10.1 to Eidos Therapeutics, Inc.’s Amendment No. 1 to Registration Statement on Form S-1, filed on June 8, 2018 and incorporated herein by reference.

(5)

Filed as Exhibit 4.4 to Eidos Therapeutics, Inc.’s Registration Statement on Form S-8, filed on June 8, 2020 and incorporated herein by reference.

 

Item 9.

Undertakings.

 

(a)

The undersigned Registrant hereby undertakes:

 

  (1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

  (ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

 

  (2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, this 25th day of January, 2021.

 

BRIDGEBIO PHARMA, INC.
By:   /s/ Neil Kumar
 

Neil Kumar, Ph.D.

Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Neil Kumar and Brian C. Stephenson as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.

 

Signature

   

Title

  

Date

/s/ Neil Kumar

Neil Kumar, Ph.D.

   

Chief Executive Officer and Director

(Principal Executive Officer)

   January 25, 2021

/s/ Brian C. Stephenson

Brian C. Stephenson, Ph.D., CFA

   

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

   January 25, 2021

/s/ Eric Aguiar

Eric Aguiar, M.D.

    Director   January 25, 2021

/s/ Jennifer E. Cook

Jennifer E. Cook

    Director   January 25, 2021

/s/ Ronald J. Daniels

Ronald J. Daniels

    Director   January 25, 2021

/s/ Charles Homcy

Charles Homcy, M.D.

    Director   January 25, 2021

/s/ Andrew W. Lo

Andrew W. Lo, Ph.D.

    Director   January 25, 2021

/s/ James C. Momtazee

James C. Momtazee

    Director    January 25, 2021

/s/ Ali Satvat

Ali Satvat

    Director    January 25, 2021

/s/ Brenton L. Saunders

Brenton L. Saunders

    Director    January 25, 2021

/s/ Randal Scott

Randal Scott, Ph.D.

    Director    January 25, 2021

/s/ Richard H. Scheller

Richard H. Scheller, Ph.D.

    Director    January 25, 2021