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8-K Form - Current report, item 5.02 - BridgeBio Pharma, Inc. (0001743881) (Filer)

8-K1d811702d8k.htm8-K8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 7, 2019

 

 

BridgeBio Pharma, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-38959 84-1850815

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

421 Kipling Street

Palo Alto, CA

 94301
(Address of principal executive offices) (Zip Code)

(650) 391-9740

(Registrant’s telephone number, including area code)

Not Applicable

(Formername or former address, if changed since last report)

 

 

Check the appropriate box belowif the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock BBIO The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933 (§ 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 emerginggrowth 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 ExchangeAct.  ☐

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; CompensatoryArrangements of Certain Officers.

On October 9, 2019, the Board of Directors (the “Board”) of BridgeBio Pharma, Inc. (the“Company”) appointed Yi Ching Yau as the Company’s Chief Accounting Officer, effective as of October 7, 2019 (the “Yau Start Date”). In this role, Ms. Yau will be the Company’s “principal accountingofficer” as such term is used for purposes of the rules and regulations of the Securities and Exchange Commission.

In connection withMs. Yau’s appointment, the Company also entered into an offer letter agreement with her, effective as of the Yau Start Date. Ms. Yau’s employment is at-will. The offer letter provides foran initial annual base salary of $450,000 and an annual performance-based incentive cash bonus in an amount initially targeted to 40% of Ms. Yau’s then-current annualized base salary. The Company will also pay Ms. Yau a one-time bonus of $1,000,000 (the “Added Bonus”), payable in first payroll period following the three-year anniversary of the Yau Start Date and subject to the achievement of certain performance goals. Inthe event Ms. Yau is terminated without cause (as defined in the offer letter) by the Company or an acquirer or resigns for good reason (as defined in the offer letter) in the one month before or within twelve months after a change of control,Ms. Yau is entitled to 100% of the Added Bonus. The Company will also pay Ms. Yau a sign-on bonus of $150,000 (the “Sign-on Bonus”), payable in alump sum within 30 days of the Start Date. The Sign-on Bonus is subject to repayment if Ms. Yau’s employment is terminated under certain circumstances within three years of the Start Date.

The Company also agreed to grant Ms. Yau a non-qualified stock option to purchase shares of the Company’scommon stock valued at $800,000 on the date of grant (the “Yau New Hire Stock Option”). The Yau New Hire Stock Option vests over four years as follows: one-fourth will vest on the first anniversaryof the Yau Start Date; and the remaining three-fourths will vest in 36 equal monthly installments, with the option becoming fully vested on the fourth anniversary of the Yau Start Date. The Company also agreed to grant Ms. Yau restricted stockunits, valued at $400,000 on the date of grant of which 1/4th will vest after Ms. Yau’s first year of employment and the remaining 3/4ths will vest in equal quarterly installments over the next three years thereafter (collectively, therestricted stock units and the Yau New Hire Stock Options, the “Yau New Hire Equity Awards”). The Yau New Hire Equity Awards are subject to Ms. Yau’s continued service with the Company through the applicable vesting dates and toacceleration upon the occurrence of certain events as set forth in the equity award agreements and her offer letter.

The foregoing description of theterms of Ms. Yau’s offer letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the offer letter, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2019.

Prior to joining us, Ms. Yau served as the Vice President ofFinance at Nektar Therapeutics, starting in May 2018. From November 2013 to May 2018, Ms. Yau served as the Executive Director Corporate Controller of Theravance Biopharma. Prior to joining Theravance, Ms. Yau was the Senior ManagerAssurance at Ernst & Young LLP from October 2003 to November 2013. She received her Bachelor of Accountancy from Nanyang Technological University in 1999.

There are no arrangements or understandings between Ms. Yau and any other persons pursuant to which Ms. Yau was appointed as Chief AccountingOfficer of the Company. There are also no family relationships between Ms. Yau and any director or executive officer of the Company and she has no direct or indirect interest in any transaction or proposed transaction required to be disclosedpursuant to Item 404(a) of Regulation S-K.

On October 9, 2019, the Board of the Company also appointed BrianStolz as the Company’s Chief Operating Officer, effective as of October 7, 2019 (the “Stolz Start Date”). In connection with Mr. Stolz’s appointment, the Company also entered into an offer letter agreement with him,effective as of the Stolz Start Date. Mr. Stolz’s employment is at-will. The offer letter provides for an initial annual base salary of $625,000 and an annual performance-based incentive cash bonusin an amount initially targeted to 60% of Mr. Stolz’s then-current annualized base salary. The Company also agreed to grant Mr. Stolz $600,000 in shares of the Company’s common stock (the “Signing Bonus Shares”). In theevent Mr. Stolz’s employment with the Company terminates under certain circumstances within 24 months after the Stolz Start Date, Mr. Stolz will be required to pay the Company an amount equal to $600,000 (less applicable taxes andwithholdings), multiplied by a fraction, the numerator of which is equal to the number of months remaining in the two-year period as measured from the Stolz Start Date, and the denominator of which is 24.


The Company also agreed to grant Mr. Stolz a non-qualifiedstock option to purchase (i) a number of shares of the Company’s common stock equal to $1.045 million divided by the Black Scholes value of an option to purchase one share of the Company’s common stock on the date of grant (the “StolzNew Hire Stock Option”). The Stolz New Hire Stock Option vests over four years as follows: one-fourth will vest on the first anniversary of the date the offer letter is executed; and the remainingthree-fourths will vest in 36 equal monthly installments, with the option becoming fully vested on the fourth anniversary of the date the offer letter is executed. The Company also agreed to grant Mr. Stolz (i) a number of time-based restrictedstock units, determined by dividing $2.090 million by the closing price of a share of the Company’s common stock as reported on the Nasdaq Global Select Market on the date of grant, which vest over four years as follows: one-fourth will vest on the first anniversary of the date the offer letter is executed; and the remaining three-fourths will vest in equal quarterly installments, with the restricted stock units becoming fullyvested on the fourth anniversary of the date the offer letter is executed and (ii) a number of performance-based based restricted stock units determined by dividing $1.045 million by the closing price of a share of the Company’s common stock asreported on the Nasdaq Global Select Market on the date of grant, with performance targets to be measured three years from the date the offer letter is executed (collectively, the Signing Bonus Shares, the restricted stock units and the Stolz NewHire Stock Options, the “Stolz New Hire Equity Awards”). The Stolz New Hire Equity Awards are subject to Mr. Stolz’s continued service with the Company through the applicable vesting dates and to acceleration upon the occurrenceof certain events as set forth in the equity award agreements and his offer letter.

The foregoing description of the terms of Mr. Stolz’s offerletter does not purport to be complete and is qualified in its entirety by reference to the complete text of the offer letter, which will be filed as an exhibit to the Company’s Quarterly Report on Form10-Q for the period ended September 30, 2019.

Prior to joining us, Mr. Stolz was the Chief PeopleOfficer at Activision Blizzard, Inc. starting in May 2016. Prior to joining Activision, Mr. Stolz served as the Senior Vice President, Neurology & Other, Generics, Obagi and President of OraPharma from July 2015 to May 2016, and asExecutive Vice President, Chief Administration Officer and Chief Human Resources Officer for Valeant Pharmaceuticals from July 2011 to July 2015. Mr. Stolz earned a B.S. in Finance from Georgetown University in 1997 and an M.B.A. from HarvardUniversity in 2004.

There are no arrangements or understandings between Mr. Stolz and any other persons pursuant to which Mr. Stolz wasappointed as Chief Operating Officer of the Company. There are also no family relationships between Mr. Stolz and any director or executive officer of the Company and he has no direct or indirect interest in any transaction or proposedtransaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


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 undersignedhereunto duly authorized.

 

   BridgeBio Pharma, Inc.
Date: October 11, 2019   

/s/ Brian C. Stephenson

   

Brian C. Stephenson

Chief FinancialOfficer

Comments

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_dolemite_ @_dolemite_ - 7 hours ago
RT @crusadernz: Biotech updates 10/14: $RETA +ve data +35% AH $RLMD depression data Tue PM $BBIO terminates $EIDX merger $JNJ Xarelto FDA…
endpts-profile-image
Endpoints News @endpts - 9 hours ago
BridgeBio drops bid to reclaim Eidos after directors spurn 3 offers https://t.co/yMpanZC4Dp $BBIO $EIDX
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BioCentury @BioCentury - 14 hours ago
Monday's company news round-up includes briefing docs for FDA's meeting on Shionogi's antibiotic, plus FDA review f… https://t.co/91hP0V6EOw
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Michael Torres, PhD @Mykalt45 - 14 hours ago
RT @crusadernz: Biotech updates 10/14: $RETA +ve data +35% AH $RLMD depression data Tue PM $BBIO terminates $EIDX merger $JNJ Xarelto FDA…
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Bio Stocks™ @BioStocks - 14 hours ago
RT @crusadernz: Biotech updates 10/14: $RETA +ve data +35% AH $RLMD depression data Tue PM $BBIO terminates $EIDX merger $JNJ Xarelto FDA…
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BioPharmCatalyst @crusadernz - 14 hours ago
Biotech updates 10/14: $RETA +ve data +35% AH $RLMD depression data Tue PM $BBIO terminates $EIDX merger $JNJ Xare… https://t.co/Iqn4bJVkyW
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SwingTradeBot @SwingTradeBot - 17 hours ago
Scan results - New 52 Week Closing Low today: $IAA $ARLP $CGC $HEP $PAGP $ENBL $PAA $MTDR $OXY $EOG $TPB $TXRH… https://t.co/YhJaViJVmY
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The Lincolnian @ThisLincolnian - a day ago
BridgeBio Pharma $BBIO Short Interest Up 43.1% in September https://t.co/pRkGsTnWTv
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Week Herald @WeekHerald - a day ago
BridgeBio Pharma $BBIO Short Interest Up 43.1% in September https://t.co/QaqIPeXF2Y
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Open Outcrier @OpenOutcrier - a day ago
$EIDX (-1.3% pre) BridgeBio Pharma Inc. $BBIO Terminates Merger Process With Its Subsidiary Eidos Therapeutics (EID… https://t.co/VwbiWAFPol
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Barry @Barry69104159 - a day ago
RT @theflynews: BridgeBio terminates #merger process with subsidiary Eidos Therapeutics $BBIO $EIDX https://t.co/f1qgOchBpv
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Breaking News Now @newswithvalue - a day ago
$BBIO: BridgeBio terminates merger process with Eidos therapeutics: https://t.co/ouKnpPYqDe
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Trade Alerts, Trade Ideas and Crypto 📈 @AlertTrade - a day ago
RT @theflynews: BridgeBio terminates #merger process with subsidiary Eidos Therapeutics $BBIO $EIDX https://t.co/f1qgOchBpv
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The Fly @theflynews - a day ago
BridgeBio terminates #merger process with subsidiary Eidos Therapeutics $BBIO $EIDX https://t.co/f1qgOchBpv
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Breaking News @MarketCurrents - a day ago
$BBIO $BBIO $EIDX - BridgeBio terminates merger process with Eidos therapeutics https://t.co/SmWIJ3rL4F