As filed with the U.S. Securities and Exchange Commission on May 4, 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 | 94304 | |
(Address of Principal Executive Offices) | (Zip Code) |
BRIDGEBIO PHARMA, INC. AMENDED AND RESTATED 2019 INDUCEMENT EQUITY 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. (“BridgeBio”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional 1,000,000 shares of its common stock, $0.001 par value per share under the BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan (formerly known as the BridgeBio Pharma, Inc. 2019 Inducement Equity Plan) (the “Inducement Plan”). Such additional shares are of the same class as other securities for which a registration statement relating to the Inducement Plan has previously been filed and is effective. Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-234803), filed with the Commission on November 20, 2019, is hereby incorporated by reference.
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
* | 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 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed on May 4, 2023 and incorporated herein by reference. |
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 4th day of May, 2023.
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) | May 4, 2023 | ||
/s/ Brian C. Stephenson Brian C. Stephenson, Ph.D., CFA | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 4, 2023 | ||
/s/ Eric Aguiar Eric Aguiar, M.D. | Director | May 4, 2023 | ||
/s/ Jennifer E. Cook Jennifer E. Cook | Director | May 4, 2023 | ||
/s/ Douglas A. Dachille Douglas A. Dachille | Director | May 4, 2023 | ||
/s/ Ronald J. Daniels Ronald J. Daniels | Director | May 4, 2023 | ||
/s/ Andrea J. Ellis Andrea J. Ellis | Director | May 4, 2023 |
/s/ Fred Hassan Fred Hassan | Director | May 4, 2023 | ||
/s/ Charles Homcy Charles Homcy, M.D. | Director | May 4, 2023 | ||
/s/ Andrew W. Lo Andrew W. Lo, Ph.D. | Director | May 4, 2023 | ||
/s/ Frank P. McCormick Frank P. McCormick, Ph.D. | Director | May 4, 2023 | ||
/s/ James C. Momtazee James C. Momtazee | Director | May 4, 2023 | ||
/s/ Ali J. Satvat Ali J. Satvat | Director | May 4, 2023 | ||
/s/ Randal W. Scott Randal W. Scott, Ph.D. | Director | May 4, 2023 | ||
/s/ Hannah A. Valantine Hannah A. Valantine, M.D. | Director | May 4, 2023 |