BridgeBio Pharma Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 CURRENT REPORT

 Pursuant to Section 13 or 15(d)

 of the Securities Exchange Act of 1934

 

 Date of Report (Date of earliest event reported): August 16, 2024

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(650) 391-9740

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

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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  ☐

 

 

On August 16, 2024, BridgeBio Pharma, Inc. (the “Company”), on the recommendation of a special committee of independent and disinterested directors of the Company, entered into a transaction agreement (the “Transaction Agreement”) providing for the formation and funding by certain third party investors (the “Investors”) of GondolaBio, LLC, a Delaware limited liability company (“GondolaBio”), as a joint venture for the purpose of researching, developing, manufacturing and commercializing pharmaceutical products, including those contributed to GondolaBio by the Company (the “Transaction”). The Investors providing financing to GondolaBio consist of an investor syndicate, including Viking Global Investors LP, Patient Square Capital, Sequoia Capital, Frazier Life Sciences, Cormorant Asset Management, Aisling Capital and an entity owned by Neil Kumar, the Company’s Chief Executive Officer.  The Transaction was consummated (the “Closing”) on the date of signing the Transaction Agreement.

 

Pursuant to the Transaction Agreement, the Company contributed to GondolaBio certain early-stage clinical and pre-clinical stage programs in the areas of Erythropoietic Protoporphyria, Alpha-1 Antitrypsin Deficiency, and Tuberous Sclerosis Complex. The Investors have committed $300 million of tranched financing to GondolaBio. The Company’s initial interest in GondolaBio will be approximately 45% and will be subject to reduction as additional tranches of capital contributions are funded.

 

Also on August 16, 2024, BridgeBio Pharma LLC, a wholly owned subsidiary of the Company, became a party to the Amended and Restated Limited Liability Company Agreement of GondolaBio (the “LLC Agreement”). The LLC Agreement sets forth, among other things, the economic and governance rights of the members of GondolaBio, including governance rights, economic preferences, privileges, restrictions and obligations of the members.

 

The foregoing agreements and the transactions were approved and recommended to the Board of Directors of the Company by a special committee of independent and disinterested directors of the Company, with the assistance of Goldman Sachs & Co. LLC as financial advisor to the special committee, Goodwin Procter LLP and Richards, Layton & Finger P.A. as legal advisors to the special committee, and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor to the Company.

 

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Agreement and the LLC Agreement, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

 

 

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

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.