BridgeBio Pharma Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

BridgeBio Pharma, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

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Investment Agreement and Preferred Stock Terms

On July 1, 2026 (the “Closing Date”), BridgeBio Pharma, Inc. (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with the purchasers identified therein (collectively, the “Purchasers”), including Chinotto Investments, LLC (the “Sixth Street Purchaser”) and HCRx Investments HoldCo, L.P. (the “HCR Purchaser”), providing for the issuance and sale by the Company to the Purchasers of shares of the Company’s Series A Cumulative Convertible Participating Preferred Stock, par value $0.001 per share (the “Preferred Stock”). Pursuant to the Investment Agreement, the Purchasers purchased an aggregate of 933,900 shares of Preferred Stock (collectively, the “Purchased Shares”) at a purchase price of $1,000 per share, for an aggregate purchase price of $933,900,000, consisting of 800,000 shares purchased by the Sixth Street Purchaser for an aggregate purchase price of $800,000,000 and 133,900 shares purchased by the HCR Purchaser for an aggregate purchase price of $133,900,000. In addition, the Investment Agreement provides the Sixth Street Purchaser or its affiliates the right, subject to approval by the Company’s Board of Directors (the “Board”), to provide additional capital in an amount up to $66,100,000 from time to time in such amounts as the Sixth Street Purchaser may determine, on terms substantially identical to those of the Preferred Stock. The Preferred Stock is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $137.79 per share, subject to adjustment as set forth in the Certificate of Designations (as defined below). The HCR Purchaser is an entity affiliated with Kohlberg Kravis Roberts & Co. L.P., a holder of more than 5% of the Company’s Common Stock and with whom Ali Satvat, a member of the Board, is a partner.

 

Holders of the Preferred Stock have the right, at any time and from time to time, to convert their shares of Preferred Stock into shares of Common Stock at the then-effective conversion price, which is initially $137.79 per share and, on and after the fifth anniversary of the Original Issuance Date, $153.10 per share, in each case subject to customary anti-dilution adjustments. On or after the third anniversary of the Original Issuance Date, the Company may, at its option, require conversion of all outstanding shares of Preferred Stock if the Market Price (as defined in the Certificate of Designations) of the Common Stock exceeds 200% of the then-applicable conversion price for at least 20 trading days during any 30 consecutive trading day period, subject to the satisfaction of the Common Stock Liquidity Conditions (as defined in the Certificate of Designations). Prior to receipt of the Requisite Stockholder Approval (as defined below), the number of shares of Common Stock issuable to any one holder upon conversion is subject to a beneficial ownership limitation of 19.9%.

 

Holders of the Preferred Stock generally are entitled to vote with the holders of the Common Stock on an as-converted basis on all matters submitted to a vote of the Company’s stockholders, voting together as a single class, subject to the beneficial ownership and other limitations set forth in the Certificate of Designations. In addition, the approval of the holders of a majority of the outstanding shares of Preferred Stock, voting as a separate class, is required for the Company to take certain actions, including amending its organizational documents or the Certificate of Designations in a manner that adversely affects the Preferred Stock, authorizing, creating or issuing any senior or parity equity securities, and increasing or decreasing the authorized number of shares of Preferred Stock or issuing additional shares of Preferred Stock.

 

The Investment Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties. The covenants include, among other things, limitations on the Company’s ability, without the consent of the holders of a majority of the outstanding Preferred Stock and for so long as any Preferred Stock is outstanding, to incur certain indebtedness and to make certain restricted payments, in each case subject to the terms and exceptions set forth in the Investment Agreement. The Investment Agreement also imposes restrictions on the transfer of the Purchased Shares, including customary prohibitions on transfers (other than to affiliates) without the Company’s consent, and a prohibition on transfers to certain prohibited transferees. The representations, warranties and covenants contained in the Investment Agreement (i) were made only for purposes of such agreement, except as set forth in the Certificate of Designations, (ii) were made as of specific dates, (iii) were solely for the benefit of the parties to such agreement, except (A) with respect to indemnification obligations of the parties and (B) (x) that each Purchaser’s affiliates are express third party beneficiaries of the covenants to the Investment Agreement and (y) any holders of the Preferred Stock are express third party beneficiaries of the covenants with respect to incurrence of certain indebtedness and making of certain restricted payments and (iv) may be subject to limitations agreed upon by the contracting parties.

 

If required by the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”) to permit the conversion of all shares of Preferred Stock into Common Stock without giving effect to the limitations on conversion set forth in the Certificate of Designations, the Company has agreed to seek the approval of its stockholders (the “Requisite Stockholder Approval”) at its 2027 annual meeting of stockholders or, if such meeting is not held by June 30, 2027, at a special meeting of stockholders to be held no later than June 30, 2027.

 

The foregoing descriptions of the Investment Agreement and the Certificate of Designations do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Investment Agreement and the Certificate of Designations, which are filed as Exhibits 10.1 and 3.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

 

Registration Rights Agreement

 

In connection with the Investment Agreement, on the Closing Date, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to file a resale shelf registration statement covering the shares of Common Stock issuable upon conversion of the Preferred Stock, subject to customary conditions and limitations set forth therein. The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Purchased Shares are initially convertible for an aggregate of 6,777,705 shares of Common Stock, subject customary anti-dilution adjustment provisions and the terms of the Certificate of Designations described above.

The issuance and sale of the Preferred Stock was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof. Any shares of Common Stock that may be issued upon conversion of the Preferred Stock will be issued in reliance upon Section 3(a)(9) of the Securities Act. Each Purchaser represented to the Company that it is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Preferred Stock was being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

The information set forth in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Upon the issuance of the Preferred Stock, the rights of the holders of Common Stock became subject to, and may be adversely affected by, the rights, preferences and privileges of the holders of the Preferred Stock set forth in the Certificate of Designations, including with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company, and the Company’s ability to declare or pay dividends on, or to repurchase or redeem, shares of Common Stock and other junior securities became subject to the restrictions set forth in the Certificate of Designations.

The information set forth in Item 1.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the issuance of the Preferred Stock, on the Closing Date, the Company filed a Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the designations, powers, preferences and rights, and the qualifications, limitations and restrictions, of the Preferred Stock. The Certificate of Designations became effective upon filing. The foregoing description of the Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 1, 2026, the Company issued a press release announcing the transactions described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01 (including Exhibit 99.1) shall 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 liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

*Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

 †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.

SIGNATURES

 

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 hereunto duly authorized.