BridgeBio Pharma, Inc. — Regulatory Filings 2024

Aug 1, 2024

S-8 1 ef20033300_s8.htm S-8 Licensed to: Broadridge Financial Solutions, Inc. Document created using Broadridge PROfile 24.6.2.5244 Copyright 1995 - 2024 Broadridge

As filed with the U.S. Securities and Exchange Commission on August 1, 2024

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)

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. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 6,500,000 additional shares of its common stock reserved and available for issuance 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”), which was approved by the Registrant’s stockholders at the Registrant’s 2024 Annual Meeting of Stockholders on June 21, 2024. 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 , 333-263009 and 333-269600 ), filed with the Commission on July 1, 2019, March 4, 2020, July 7, 2020, January 25, 2021, February 25, 2022 and February 6, 2023, 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 BridgeBio Pharma, Inc. Stock Option and Incentive Plan and forms of award agreements 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 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 1, 2024 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 1 st day of August, 2024.

BRIDGEBIO PHARMA, INC.
By:	/s/ Neil Kumar
	Neil Kumar, Ph.D.
	Chief Executive Officer

Anchor 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	Chief Executive Officer and Director	August 1, 2024
Neil Kumar, Ph.D.	(Principal Executive Officer)
/s/ Brian C. Stephenson	Chief Financial Officer	August 1, 2024
Brian C. Stephenson, Ph.D., CFA	(Principal Financial Officer and Principal Accounting Officer)
/s/ Eric Aguiar	Director	August 1, 2024
Eric Aguiar, M.D.
/s/ Jennifer E. Cook	Director	August 1, 2024
Jennifer E. Cook
/s/ Douglas A. Dachille	Director	August 1, 2024
Douglas A. Dachille
/s/ Ronald J. Daniels	Director	August 1, 2024
Ronald J. Daniels
/s/ Andrea J. Ellis	Director	August 1, 2024
Andrea J. Ellis

/s/ Fred Hassan	Director	August 1, 2024
Fred Hassan
/s/ Charles Homcy	Director	August 1, 2024
Charles Homcy, M.D.
/s/ Andrew W. Lo	Director	August 1, 2024
Andrew W. Lo, Ph.D.
/s/ Frank P. McCormick	Director	August 1, 2024
Frank P. McCormick, Ph.D.
/s/ James C. Momtazee	Director	August 1, 2024
James C. Momtazee
/s/ Ali J. Satvat	Director	August 1, 2024
Ali J. Satvat
/s/ Randal W. Scott	Director	August 1, 2024
Randal W. Scott, Ph.D.
/s/ Hannah A. Valantine	Director	August 1, 2024
Hannah A. Valantine, M.D.