What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-25 compared with 2020-03-03 · 84 added, 55 removed, 170 unchanged (45% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2019 and concluded that our disclosure controls and procedures were effective as of that date.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file under the Exchange Act of 1934, as amended, with the U.S.

Securities and Exchange Commission, or the SEC, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020 and concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of that date.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Prior Material Weakness in Internal Control over Financial Reporting

As previously reported in the registration statement on Form S-1 for our IPO and in our subsequent Form 10-Q reports for the periods ending June 30 and September 30, 2019, management and our independent registered public accounting firm identified material weaknesses in internal control over financial reporting during the audit of our consolidated financial statements for the year ended December 31, 2017.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

These material weaknesses that were identified related to the following:

Insufficient staffing to enable segregation of duties within accounting functions and insufficient written policies and procedures for accounting and financial reporting.

These factors contributed to the lack of a formalized process or controls for our management’s timely review and approval of journal entries and related financial statement analysis.

Lack of adequate finance and accounting staff with the appropriate U.S.

GAAP technical expertise to identify, evaluate and account for complex and non-routine transactions.

As a result, we did not design and maintain formal accounting policies, processes and controls related to complex transactions necessary for an effective financial reporting process.

Management has been actively engaged in remediating the above described material weaknesses.

During the year ended December 31, 2019, we began implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including:

Evaluating the corporate finance and accounting organization and hiring additional qualified accounting and finance personnel including financial consultants to enable the implementation of internal controls over financial reporting and segregating duties among accounting and finance personnel.

Engaging certified professional accounting consultants to assist with technical accounting and SEC reporting needs, as well as to assist management in the documentation of policies, procedures, and the identification, documentation, and evaluation of our internal controls over financial reporting.

Evaluating the corporate finance and accounting processes and technologies and implementing certain corporate financial reporting process and technology solutions.

Formalizing processes and internal control documentation and strengthening supervisory reviews by financial management.

M anagement has concluded that the actions taken to strengthen our internal controls over financial reporting remediate d the two identified material weaknesses as of December 31, 2019.

However, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with applicable policies, processes and documentation requirements may deteriorate.

Changes in Internal Control over Financial Reporting

Other than the changes intended to remediate the material weaknesses noted above, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Due to the COVID-19 pandemic, in March 2020, certain of our employees began working remotely.

We have not identified any material changes in our internal control over financial reporting as a result of these changes to the working environment.

We continue to monitor and assess the COVID-19 situation to determine any potential impact on the design and operating effectiveness of our internal controls over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f).

Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

As of December 31, 20 20 , we assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting under the 2013 “Internal Control—Integrated Framework,” issued by the Committee of Sponsoring Organizations, or COSO, of the Treadway Commission, under the supervision of, and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Based on that assessment, our management concluded that we maintained effective internal control over financial reporting as of December 31, 20 20 .

Deloitte & Touche LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of December 31, 2020, as stated in their attestation report, which is included elsewhere herein.

OTHER INFORMATION

2 unchanged sentences

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions.

A current copy of the code is posted on the Corporate Governance section of our website, which is located at www.bridgebio.com.

A current copy of the code is posted on the Corporate Governance section of our website, which is located at https://bridgebio.com.

If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions, or any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

24 unchanged sentences

Exhibit Title

Agreement and Plan of Merger, dated as of October 5, 2020, by and among BridgeBio Pharma, Inc., Eidos Therapeutic, 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).

January 26, 2021

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect .

Amended and Restated Bylaws of the Registrant, as currently in effect .

November 6, 2020

Specimen Common Stock Certificate.

June 24, 2019

Fourth Amended and Restated Limited Liability Company Agreement, dated November 20, 2018, by and among BridgeBio Pharma LLC and its members.

Form of Registration Rights Agreement, among the Registrant and certain of its shareholders, to be in effect immediately prior to completion of this offering.

Form of Registration Rights Agreement, among the Registrant and certain of its shareholders, dated June 26, 2019.

June 24, 2019

1 unchanged sentence

Filed herewith

2019 Stock Option and Incentive Plan and forms of award agreements thereunder.

June 24, 2019

2019 Employee Stock Purchase Plan.

June 24, 2019

Indenture, dated as of March 9, 2020, by and between BridgeBio Pharma, Inc.

Bank National Association, as Trustee.

March 10, 2020

Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.50% Convertible Senior Notes due 2027 .

March 10, 2020

Indenture, dated as of January 28, 2021, by and between BridgeBio Pharma, Inc.

Bank National Association, as Trustee.

January 29, 2021

Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.50% Convertible Senior Notes due 2027.

January 29, 2021

Amended and Restated 2019 Stock Option and Incentive Plan and forms of award agreements thereunder.

Amended and Restated 2019 Employee Stock Purchase Plan.

November 5, 2020

Senior Executive Cash Incentive Bonus Plan.

18 unchanged sentences

Fourth Amendment to the Exclusive License Agreement, between The Regents of the University of California and TheRas, Inc., dated December 16, 2019.

Filed herewith

March 3, 2020

Collaboration and License Agreement, between Navire Pharma, Inc.

34 unchanged sentences

Cook and the Registrant, effective as of October 14, 2019.

Filed herewith

March 3, 2020

Loan and Security Agreement, by and between Eidos Therapeutics, Inc., Silicon Valley Bank and Hercules Capital, Inc., dated November 13, 2019.

4 unchanged sentences

June 24, 2019

License Agreement, by and between the Registrant and Alexion Pharma International Operations Unlimited Company, dated September 9, 2019

License Agreement, by and between Eidos Therapeutics, Inc.

and Alexion Pharma International Operations Unlimited Company, dated September 9, 2019 .

November 8, 2019

Collaboration Agreement, by and between BridgeBio Gene Therapy, LLC and Catalent Maryland, Inc., formerly Paragon Bioservices, Inc., dated December 31, 2019.

Filed herewith

March 3, 2020

BridgeBio Pharma, Inc.

12 unchanged sentences

Momtazee, dated February 23, 2020.

Filed herewith

March 3, 2020

Director Compensation Policy.

March 3, 2020

Third Amendment to the Loan and Security Agreement, between BridgeBio Pharma LLC and Hercules Capital, Inc., dated as of March 2, 2020.

Filed herewith

Fourth Amendment to the Loan and Security Agreement, between BridgeBio Pharma LLC and Hercules Capital, Inc., dated as of April 27, 2020 .

August 11, 2020

Open Market Sale Agreement SM , dated as of July 7, 2020 .

Form of Confirmation for Capped Call Transactions .

March 10, 2020

Purchase Agreement, dated January 25, 2021, by and among BridgeBio Pharma, Inc.

Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several Initial Purchasers.

January 26, 2021

Form of Confirmation for Capped Call Transactions.

January 29, 2021

Fifth Amendment to the Loan and Security Agreement, between BridgeBio Pharma LLC and Hercules Capital, Inc., dated as of January 25, 2021.

Filed herewith

List of Subsidiaries of the Registrant.

2 unchanged sentences

Filed herewith

Power of Attorney (reference is made to signature page hereto).

Filed herewith

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.

8 unchanged sentences

Filed herewith

XBRL Instance Document.

Inline XBRL Instance Document.

Filed herewith

XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Schema Document.

Filed herewith

XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Filed herewith

XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Filed herewith

XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Filed herewith

XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith

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.

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

Filed herewith

This certification is deemed to accompany this Annual Report on Form 10-K and 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.

3 unchanged sentences

BridgeBio Pharma, Inc.

March 2, 2020

February 25, 2021

/s/ Neil Kumar

8 unchanged sentences

(Principal Executive Officer)

March 2, 2020

February 25, 2021

Neil Kumar, Ph.D.

1 unchanged sentence

Chief Financial Officer

(Principal Financial Officer)

March 2, 2020

(Principal Financial Officer and Principal Accounting Officer)

February 25, 2021

Brian Stephenson, Ph.D., CFA

/s/ Yi Ching Yau

Chief Accounting Officer

(Principal Accounting Officer)

March 2, 2020

/s/ Eric Aguiar

March 2, 2020

February 25, 2021

Eric Aguiar, M.D.

/s/ Jennifer E.

March 2, 2020

February 25, 2021

/s/ Ronald J.

March 2, 2020

February 25, 2021

/s/ Charles Homcy

March 2, 2020

February 25, 2021

Charles Homcy, M.D.

March 2, 2020

/s/ Andrew W.

February 25, 2021

/s/ Ali Satvat

February 25, 2021

/s/ Brenton L.

February 25, 2021

/s/ Randal Scott

February 25, 2021

Randal Scott, Ph.D.

/s/ Richard H.

March 2, 2020

February 25, 2021

Scheller, Ph.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures