BridgeBio Pharma Inc
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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Exhibits
| ExhibitNumber | 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 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). | 8-K | 001-38959 | 2.1 | 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, among the Registrant and certain of its shareholders, dated June 26, 2019. | S-1 | 333-231759 | 4.3 | June 24, 2019 |
| 4.3 | Description of Securities. | 10-K | 001-38959 | 4.3 | February 25, 2022 |
| 4.4 | 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 |
| 4.5 | 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 |
| 4.6 | 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 |
| 4.7 | 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 |
| 4.8 | Securities Purchase Agreement, dated September 25, 2023, by and among BridgeBio Pharma, Inc., and the purchasers party thereto. | 8-K | 001-38959 | 10.1 | September 25, 2023 |
| 4.9† | Registration Rights Agreement, dated September 25, 2023, by and among BridgeBio Pharma, Inc. and the purchasers party thereto. | 8-K | 001-38959 | 10.2 | September 25, 2023 |
| 10.1# | Amended and Restated 2021 Stock Option and Incentive Plan and forms of award agreements thereunder. | 10-K | 001-38959 | 10.1 | February 25, 2022 |
| 10.2# | Amended and Restated 2019 Employee Stock Purchase Plan. | 10-Q | 001-38959 | 10.1 | November 4, 2021 |
| 10.3# | Senior Executive Cash Incentive Bonus Plan. | S-1 | 333-231759 | 10.3 | June 24, 2019 |
| 10.4# | Form of Indemnification Agreement, between the Registrant and each of its directors. | S-1 | 333-231759 | 10.4 | June 24, 2019 |
| 10.5# | Form of Indemnification Agreement, between the Registrant and each of its executive officers. | S-1 | 333-231759 | 10.5 | June 24, 2019 |
| 10.6 | Lease Agreement, between BridgeBio Pharma LLC and Michael J. Harbour, dated as of March 23, 2017. | S-1 | 333-231759 | 10.8 | May 24, 2019 |
| 10.7† | Exclusive (Equity) Agreement, by and between Eidos Therapeutics, Inc. and the Board of Trustees of the Leland Stanford Junior University, effective as of April 10, 2016, as amended by Amendment No. 1 effective September 25, 2017. | S-1 | 333-231759 | 10.9 | May 24, 2019 |
| 10.8† | License Agreement, between QED Therapeutics, Inc. and Novartis International Pharmaceutical Ltd., dated as of January 29, 2018. | S-1 | 333-231759 | 10.10 | May 24, 2019 |
| 10.9† | Asset Purchase Agreement, among BridgeBio Pharma LLC, Origin Biosciences, Inc., and Alexion Pharma Holding Unlimited Company, dated as of June 7, 2018. | S-1 | 333-231759 | 10.11 | May 24, 2019 |
| 10.10† | Exclusive Patent License Agreement, between The Frederick National Laboratory for Cancer Research, operated by Leidos Biomedical Research, Inc., under sponsorship from the National Cancer Institute, and TheRas, Inc., dated December 14, 2018. | S-1 | 333-231759 | 10.16 | May 24, 2019 |
| 10.11† | Cell Line License Agreement, by and between Life Technologies Corporation and BridgeBio Services, Inc., effective as of November 15, 2018. | S-1 | 333-231759 | 10.17 | May 24, 2019 |
| 10.12# | Offer Letter, between BridgeBio Services, Inc. and Neil Kumar, dated December 14, 2017. | S-1 | 333-231759 | 10.19 | June 11, 2019 |
| 10.13# | Offer Letter, between BridgeBio Services, Inc. and Brian Stephenson, dated October 28, 2018. | S-1 | 333-231759 | 10.20 | June 11, 2019 |
| 10.14# | Offer Letter, between BridgeBio Services, Inc. and Charles Homcy, dated February 20, 2019. | S-1 | 333-231759 | 10.22 | June 11, 2019 |
| 10.15# | Offer Letter, between BridgeBio Services, Inc. and Richard Scheller, dated April 5, 2019. | S-1 | 333-231759 | 10.23 | June 11, 2019 |
| 10.16#† | Consulting Agreement between Frank McCormick and the Registrant, effective as of January 1, 2021. | 10-K | 001-38959 | 10.16 | February 23, 2023 |
| 10.17#† | Amendment No. 1 to Consulting Agreement between Frank McCormick and the Registrant, effective as of March 3, 2022. | 10-K | 001-38959 | 10.17 | February 23, 2023 |
| 10.18#† | Amendment No. 2 to Consulting Agreement between Frank McCormick and the Registrant, effective as of March 3, 2023. | 10-K | 001-38959 | 10.18 | February 23, 2023 |
| 10.19 | Form of Tax Sharing Agreement, between the Registrant and each of its subsidiaries. | S-1 | 333-231759 | 10.27 | June 24, 2019 |
| 10.20 | Indemnification Agreement, between BridgeBio Pharma LLC and KKR Genetic Disorder, L.P., dated March 26, 2016. | S-1 | 333-231759 | 10.28 | June 24, 2019 |
| 10.21† | License Agreement, by and between Eidos Therapeutics, Inc. and Alexion Pharma International Operations Unlimited Company, dated September 9, 2019. | 10-Q | 000-38959 | 10.1 | November 8, 2019 |
| 10.22# | BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan. | S-8 | 333-276393 | 99.1 | January 5, 2024 |
| 10.23# | Form of Restricted Stock Unit Award Agreement under BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan (2023 Form). | 10-Q | 000-38959 | 10.3 | August 3, 2023 |
| 10.24# | Form of Restricted Stock Award Agreement under BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan (2023 Form). | 10-Q | 000-38959 | 10.4 | August 3, 2023 |
| 10.25# | Form of Non-Qualified Stock Option Agreement under BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan (2023 Form). | 10-Q | 000-38959 | 10.5 | August 3, 2023 |
| 10.26# | Amended and Restated Director Compensation Policy. | 10-K | 001-38959 | 10.30 | February 25, 2022 |
| 10.27 | Purchase Agreement, dated March 4, 2020, by and among BridgeBio Pharma, Inc. and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several Initial Purchasers. | 8-K | 001-38959 | 10.1 | March 6, 2020 |
| 10.28 | Form of Confirmation for Capped Call Transactions. | 8-K | 001-38959 | 10.1 | March 10, 2020 |
| 10.29 | Purchase Agreement, dated January 25, 2021, by and among BridgeBio Pharma, Inc. and J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several Initial Purchasers. | 8-K | 001-38959 | 10.1 | January 26, 2021 |
| 10.30 | Form of Confirmation for Capped Call Transactions. | 8-K | 001-38959 | 10.1 | January 29, 2021 |
| 10.31† | Letter Agreement, Amendment #1 thereto, and Amendments to License Agreement between QED Therapeutics, Inc. and Novartis International Pharmaceutical Ltd., dated May 4, 2018, August 7, 2018, September 10, 2020 and March 30, 2022, respectively. | — | — | — | Filed herewith |
| 10.32† | License, Development and Commercialization Agreement, dated May 11, 2022, by and among the Registrant, Navire Pharma, Inc. and Bristol-Myers Squibb Company. | 10-Q | 001-38959 | 10.1 | August 4, 2022 |
| 10.33 | 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 |
| 10.34# | Form of Restricted Stock Unit Award Agreement under 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (2023 Form). | 10-Q | 001-38959 | 10.6 | August 3, 2023 |
| 10.35# | Form of Restricted Stock Award Agreement under 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (2023 Form). | 10-Q | 001-38959 | 10.7 | August 3, 2023 |
| 10.36# | Form of Non-Qualified Stock Option Agreement under 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (2023 Form). | 10-Q | 001-38959 | 10.8 | August 3, 2023 |
| 10.37# | 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). | 10-Q | 001-38959 | 10.9 | August 3, 2023 |
| 10.38† | Second Amendment, effective as of August 15, 2023, to the Exclusive (Equity) Agreement, by and between Eidos Therapeutics, Inc. and the Board of Trustees of the Leland Stanford Junior University, effective as of April 10, 2016, as amended by Amendment No. 1, effective September 25, 2017. | 10.-Q | 001-38959 | 10.1 | November 2, 2023 |
| 10.39#† | Amendment to Employment Agreement, between BridgeBio Services, Inc. and Brian Stephenson, dated February 21, 2024. | — | — | — | Filed herewith |
| 19 | Amended and Restated Insider Trading Policy. | — | — | — | Filed herewith |
| 21 | List of Subsidiaries of the Registrant. | — | — | — | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | — | — | — | Filed herewith |
| 24 | Power of Attorney (reference is made to signature page hereto). | — | — | — | 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 |
| 97 | Compensation Clawback Policy. | — | — | — | 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 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.
#Indicates a management contract or any compensatory plan, contract or arrangement.
† Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit in accordance with the rules of the Securities and Exchange Commission because such information (i) is not material and (ii) is the type that the Registrant treats as private or confidential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.