Item 5. Other Information
Item 5. Other Information
a) Information Required to be Reported on Form 8-K
None.
(b) Material Changes to Nomination Procedures
None.
(c) Director and Officer Trading Plans and Arrangements
On June 6, 2023 , Randal W. Scott, Ph.D . , a member of our Board of Directors , adopted a trading plan for the sale of a maximum of 16,000 shares of our common stock (the “June 6 Plan”). The June 6 Plan is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) and is expected to remain in effect until the earlier of (1) September 30, 2024 and (2) the date on which an aggregate of 16,000 shares of our common stock have been sold under such plan.
On June 15, 2023 , Frank McCormick , Ph.D., a member of our Board of Directors , adopted a trading plan for the sale of a maximum of 200,000 shares of our common stock (the “June 15 Plan”). The June 15 Plan is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) and is expected to remain in effect until the earlier of (1) September 19, 2024 and (2) the date on which an aggregate of 200,000 shares of our common stock have been sold under such plan.
58
Item 6. E xhibits
Exhibit
Number
Exhibit Title
Form
File No.
Exhibit
Filing Date
2.1
Agreement and Plan of Merger, dated as of October 5, 2020, by and among BridgeBio Pharma, Inc., Eidos Therapeutics, Inc., Globe Merger Sub I, Inc. and Globe Merger Sub II, Inc. (incorporated by reference to Exhibit 2.1 to BridgeBio’s Current Report on Form 8-K filed with the SEC on October 6, 2020) .
8-K
001-38959
2.01
January 26, 2021
3.1
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect .
8-K
001-38959
3.1
July 3, 2019
3.2
Amended and Restated Bylaws of the Registrant, as currently in effect .
S-4
333-249944
3.2
November 6, 2020
4.1
Specimen Common Stock Certificate .
S-1
333- 231759
4.1
June 24, 2019
4.2
Form of Registration Rights Agreement, dated June 26, 2019, among the Registrant and certain of its stockholders .
S-1
333-231759
4.3
June 24, 2019
4.3
Indenture, dated as of March 9, 2020, by and between BridgeBio Pharma, Inc. and U.S. Bank National Association, as Trustee .
8-K
001-38959
4.1
March 10, 2020
4.4
Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.50% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1) .
8-K
001-38959
4.2
March 10, 2020
4.5
Indenture, dated as of January 28, 2021, by and between BridgeBio Pharma, Inc. and U.S. Bank National Association, as Trustee .
8-K
001-38959
4.1
January 29, 2021
4.6
Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.25% Convertible Senior Notes due 2029 ( included as Exhibit A to the Indenture filed as Exhibit 4.1)
8-K
001-38959
4.2
January 29, 2021
10.1#
BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan, effective February 10, 2023.
10-Q
001-38959
10.4
May 4, 2023
10.2
Equity Distribution Agreement dated May 4, 2023, by and among the Company and Goldman Sachs & Co. LLC and SVB Securities LLC.
S-3ASR
333-271650
1.2
May 4, 2023
10.3#
Form of Restricted Stock Unit Award Agreement under BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan (2023 Form).
—
—
—
Filed herewith
10.4#
Form of Restricted Stock Award Agreement under BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan (2023 Form).
—
—
—
Filed herewith
10.5#
Form of Non-Qualified Stock Option Agreement under BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan (2023 Form).
—
—
—
Filed herewith
10.6#
Form of Restricted Stock Unit Award Agreement under 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (2023 Form).
—
—
—
Filed herewith
10.7#
Form of Restricted Stock Award Agreement under 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (2023 Form).
—
—
—
Filed herewith
59
10.8#
Form of Non-Qualified Stock Option Agreement under 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (2023 Form).
—
—
—
Filed herewith
10.9#
Form of Non-Qualified Stock Option Agreement under 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan for Board of Directors (2023 Form).
—
—
—
Filed herewith
31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
—
—
—
Filed herewith
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
—
—
—
Filed herewith
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
—
—
—
Filed herewith
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
—
—
—
Filed herewith
101.INS
Inline XBRL Instance Document
—
—
—
Filed herewith
101.SCH
Inline XBRL Taxonomy Extension Schema Document
—
—
—
Filed herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
—
—
—
Filed herewith
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
—
—
—
Filed herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
—
—
—
Filed herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
—
—
—
Filed herewith
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
—
—
—
Filed herewith
# Indicates a management contract or any compensatory plan, contract or arrangement.
* This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
60
SIGNA TURES
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.
BridgeBio Pharma, Inc.
Date: August 3, 2023
By:
/s/ Neil Kumar
Neil Kumar, Ph.D.
Chief Executive Officer, Director
(Principal Executive Officer)
Date: August 3, 2023
By:
/s/ Brian Stephenson
Brian Stephenson, Ph.D., CFA
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
61