As filed with the U.S. Securities and Exchange Commission on February 6, 2023

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.)
3160 Porter Drive, Suite 250 Palo Alto, CA (Address of Principal Executive Offices)		94304 (Zip Code)

2021 AMENDED AND RESTATED BRIDGEBIO PHARMA, INC. STOCK OPTION AND INCENTIVE PLAN

(Full title of the plan)

Brian C. Stephenson

Chief Financial Officer

BridgeBio Pharma, Inc.

3160 Porter Drive, Suite 250

Palo Alto, CA 94304

(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.

Natalie T. Martirossian, 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.  ☐

 

 

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, BridgeBio Pharma, Inc. is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 7,531,278 additional shares of its common stock under the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (formerly known as the Amended and Restated BridgeBio Pharma, Inc. 2019 Stock Option and Incentive Plan) (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2023. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement. The contents of the Registrant’s Registration Statements on Form S-8 (File Nos. 333-232491, 333-236872, 333-239718, 333-252394 and 333-263009), filed with the Commission on July 1, 2019, March 4, 2020, July 7, 2020, January 25, 2021 and February 25, 2022, respectively, are hereby incorporated by reference pursuant to General Instruction E.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

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		2021 Amended and Restated Stock Option and Incentive Plan and Forms thereunder (4)
107*		Filing Fee Table

 

*	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 the Registrant’s Annual Report on Form 10-K, filed on February 25, 2022 and incorporated herein by reference.

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 6th day of February, 2023.

 

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)		February 6, 2023
/s/ Brian C. Stephenson Brian C. Stephenson, Ph.D., CFA		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		February 6, 2023
/s/ Eric Aguiar Eric Aguiar, M.D.		Director		February 6, 2023
/s/ Jennifer E. Cook Jennifer E. Cook		Director		February 6, 2023
/s/ Douglas A. Dachille Douglas A. Dachille		Director		February 6, 2023
/s/ Ronald J. Daniels Ronald J. Daniels		Director		February 6, 2023
/s/ Andrea Ellis Andrea Ellis		Director		February 6, 2023

/s/ Fred Hassan Fred Hassan		Director		February 6, 2023
/s/ Charles Homcy Charles Homcy, M.D.		Director		February 6, 2023
/s/ Andrew W. Lo Andrew W. Lo, Ph.D.		Director		February 6, 2023
/s/ James C. Momtazee James C. Momtazee		Director		February 6, 2023
/s/ Ali Satvat Ali Satvat		Director		February 6, 2023
/s/ Brenton L. Saunders Brenton L. Saunders		Director		February 6, 2023
/s/ Richard H. Scheller Richard H. Scheller, Ph.D.		Director		February 6, 2023
/s/ Randal Scott Randal Scott, Ph.D.		Director		February 6, 2023
/s/ Hannah A. Valantine Hannah A. Valantine, M.D.		Director		February 6, 2023