SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2020
BridgeBio Pharma, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
421 Kipling Street
Palo Alto, CA
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(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 (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 (17 CFR 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:
Name of each exchange
|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 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. ☐
|Item 5.02.|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective as of June 23, 2020, the Board of Directors (the Board) of BridgeBio Pharma, Inc. (the Company) increased the size of the Companys Board from eight to eleven directors (the Board Increase). The Company effected the Board Increase pursuant to Article VI, Section 3 of the Companys Amended and Restated Certificate of Incorporation and Article II, Section 2 of the Companys Amended and Restated Bylaws.
Effective as of June 23, 2020, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Andrew Lo, Brenton L. Saunders and Randal W. Scott to the Board. Dr. Lo will serve as a Class III director of the Company, to hold office until the date of the annual meeting of stockholders during the year ending December 31, 2022 or until his earlier death, resignation or removal. Mr. Saunders and Dr. Scott will serve as Class I directors of the Company, to hold office until the date of the annual meeting of stockholders during the year ending December 31, 2023 or until their earlier death, resignation or removal. Dr. Scott has also been appointed as a member of the Audit Committee of the Board, replacing Ali J. Satvat, who has resigned from the Audit Committee effective as of June 23, 2020.
Pursuant to the Companys Director Compensation Policy, on June 23, 2020, the Board granted to each of Dr. Lo, Mr. Saunders and Dr. Scott an option to purchase 101,223 shares of the Companys common stock at an exercise price equal to $32.62, the closing market price per share of the Companys common stock on the Nasdaq Stock Market on the date of grant. The options will vest in three equal annual installments over a three-year period, subject to each directors continued service on the Board.
Dr. Lo, Mr. Saunders and Dr. Scott have each entered into the Companys standard form of indemnification agreement, which is filed as Exhibit 10.4 to Amendment No. 4 to the Companys Registration Statement on Form S-1 filed on June 25, 2019 and incorporated herein by reference.
Dr. Lo, age 60, is the Charles E. and Susan T. Harris Professor at the MIT Sloan School of Management, director of the MIT Laboratory for Financial Engineering, a principal investigator at the MIT Computer Science and Artificial Intelligence Laboratory, and an affiliated faculty member of the MIT Department of Electrical Engineering and Computer Science, and has served as a professor at the MIT Sloan School of Management and MIT Department of Electrical Engineering and Computer Science since 1988. He is also an external faculty member of the Santa Fe Institute and a research associate of the National Bureau of Economic Research. Dr. Lo currently serves on the board of directors of Roivant Sciences, Inc., a clinical-stage biopharmaceutical company. Dr. Lo holds a BA in Economics from Yale University and a Ph.D. in Economics from Harvard University. We believe Dr. Los extensive experience as a professor and a leader at two premier educational institutions qualifies him to serve on our Board.
Mr. Saunders, age 50, served as the President and Chief Executive Officer of Allergan since 2014 and as Chairman since 2016. Prior to its acquisition by Allergan, Mr. Saunders served as the Chief Executive Officer, President, and director of Forest Laboratories, Inc. Before joining Forest Laboratories, Inc. Mr. Saunders served as Chief Executive Officer of Bausch + Lomb Incorporated, from 2010 to 2013. Mr. Saunders currently serves on the board of directors of Cisco Systems, a technology conglomerate (Nasdaq: CSCO). Mr. Saunders holds a BA in Economics and Eastern Asian Studies from University of Pittsburg, a JD from Temple School of Law and an MBA from Temple University School of Business. We believe Mr. Saunders extensive experience building and leading successful biopharmaceutical companies qualifies him to serve on our Board.
Dr. Scott, age 62, is the cofounder of Invitae Corporation, a genetic information company (NYSE: NVTA), where he served as the Chairman and CEO from 2012 to 2017 and the Executive Chairman from 2017 to 2019. Dr. Scott currently serves on the board of Invitae. Prior to that, Dr. Scott cofounded Genomic Health, Inc., a genetic research company (Nasdaq: GHDX), where he served as the Chairman and CEO from 2000 to 2009 and the Executive Chairman from 2009 to 2012. Dr. Scott holds a BS in Chemistry from Emporia State University and a Ph.D. in Biochemistry from the University of Kansas. We believe Dr. Scotts significant experience building and leading successful biopharmaceutical companies and his scientific expertise, qualifies him to serve on our Board.
There are no arrangements or understandings between Dr. Lo, Mr. Saunders and Dr. Scott and any other persons pursuant to which Dr. Lo, Mr. Saunders and Dr. Scott were appointed as members of the Board. There are also no family relationships between Dr. Lo, Mr. Saunders and Dr. Scott, on the one hand, and any director or executive officer of the Company or any other person nominated or chosen by the Company to become a director or executive officer, on the other, and none has a direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosures.
On June 24, 2020, the Company issued a press release announcing the appointments of Dr. Lo, Mr. Saunders and Dr. Scott to the Board. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act) or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
|99.1||Press Release, dated June 24, 2020|
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.
|BridgeBio Pharma, Inc.|
|Date: June 24, 2020||
|Brian C. Stephenson|
|Chief Financial Officer|
BridgeBio Pharma, Inc. Appoints Biotech Trailblazers Brent Saunders and Randy Scott and Renowned Economist Andrew Lo to Board of Directors
PALO ALTO, Calif., June 24, 2020 (GLOBE NEWSWIRE) BridgeBio Pharma, Inc. (NASDAQ: BBIO), a clinical-stage biopharmaceutical company focused on genetic diseases, today announced that it has added three new independent directors to its board: former Allergan CEO and biopharma deal-maker, Brent Saunders; genomics pioneer and entrepreneur, Randy Scott, Ph.D.; and renowned economist and BridgeBio co-founder, Andrew Lo, Ph.D.
We are privileged to welcome these world-class company builders, innovators, and thought leaders to our board where they can help us construct and advance a vast pipeline of meaningful medicines for patients with genetic disease, said BridgeBio CEO and founder Neil Kumar, Ph.D. Brent has a remarkable track record of leading companies to growth across many therapeutic areas. Randy is a giant in genomic medicine who has used his entrepreneurial skills to connect genetic information to patients in profound ways. Andrews groundbreaking financial engineering work led to the founding of BridgeBio and inspires us to find new ways to accelerate the drug development process. I look forward to working with and learning from these leaders as we seek to discover, develop, and deliver life-changing medicines at scale. Its day one at BridgeBio, and we are ready to go.
Mr. Saunders will bring his considerable experience to bear as he advises BridgeBio on scaling its business across new product and therapeutic areas, expanding into new geographies, developing commercial expertise, and utilizing new corporate structures.
Mr. Saunders most recently served as chairman, president and chief executive officer of Allergan. In this capacity, he led the company to launch more than 15 products and achieve 9.4% revenue growth until its merger with AbbVie in 2020. He previously served as president and CEO at Actavis, where he led a $15 billion global pharmaceutical business until its merger with Allergan. He initially joined Actavis as part of the companys acquisition of Forest Laboratories, where he served as president and CEO. Before joining Forest Laboratories, Mr. Saunders served as president and CEO of Bausch & Lomb. Mr. Saunders received his bachelors degree in economics and East Asian studies from the University of Pittsburgh, a Juris Doctor degree from Temple University School of Law and his Master of Business Administration from Temple University School of Business.
I appreciate BridgeBios ability to accelerate the development of therapeutics for patients in need and I have been impressed with their unheard-of progress in pipeline growth in such a short time. As the company moves toward potential commercialization of its lead products, Im eager to bring my experience leading and growing global pharmaceutical companies to help guide BridgeBio in its game-changing efforts, said Mr. Saunders.
Randy Scott, Ph.D.
Dr. Scott will bring his deep expertise to BridgeBio and advise the company on how best to utilize the broad ecosystem of genomic medicine (beyond the pill) so that a wider universe of patients can be served. BridgeBios decentralized business model will also benefit from Dr. Scotts guidance on developing and maintaining a strong culture of excellence.
Dr. Scott pioneered the introduction of genetics into everyday medical care as the founder of multiple cutting-edge biotech companies. Dr. Scott recently served as chief executive officer and executive chairman at Invitae, a company he co-founded to bring genetic information into routine medical practice. Prior to Invitae, he founded Genomic Health and served as the companys CEO and later executive chairman leading the company to develop and launch genomic diagnostic tests for breast, colon, and prostate cancer. Earlier in his career, Dr. Scott served as the president and chief scientific officer for Incyte, one of the first genetic information companies. He co-founded and currently serves as chairman of Genome Medical, a telegenomics-based clinical care company. Dr. Scott earned his bachelors degree in chemistry from Emporia State University and his doctorate in biochemistry from the University of Kansas.
For the last 30 years, Ive focused on building genomics companies to better understand the fundamental basis of human disease and improve the quality of treatment decisions through genomic diagnosis. It is with great excitement that I now join the BridgeBio board to take the next step in bringing multiple therapies for genetic disorders to market, said Dr. Scott. Genetic disorders are much more common than previously thought, and BridgeBio has the unique opportunity to efficiently bring multiple life-saving products to the clinic at an accelerating pace. With my experience in building and scaling companies, I plan to focus on helping the BridgeBio team to scale the organization and build a world-class pharmaceutical company focused on solving genetic disease.
Andrew Lo, Ph.D.
Dr. Lo brings his vast knowledge and understanding of economics and financial engineering to BridgeBio and will advise the company on how to continue accessing financing from a range of markets to broaden its work for patients and pursue more groundbreaking scientific innovation. As a famously innovative and iconoclastic thinker, he will also challenge the company to continue to innovate in areas as diverse as R&D process, clinical trial statistics, and talent management.
Dr. Lo is the Charles E. and Susan T. Harris Professor at the MIT Sloan School of Management, director of the MIT Laboratory for Financial Engineering, a principal investigator at the MIT Computer Science and Artificial Intelligence Laboratory, and an affiliated faculty member of the MIT Department of Electrical Engineering and Computer Science. His research spans several areas of financial economics, but his most recent focus is on developing new statistical tools for predicting clinical trial outcomes, incorporating patient preferences into the drug approval process and accelerating biomedical innovation through novel financing structures. His work formed the foundation for BridgeBios business model, and he is one of the companys co-founders. Dr. Lo earned his bachelors degree in economics from Yale University and a masters degree and doctorate in economics from Harvard University.
Its remarkable to see the significant progress that BridgeBio has made in the five years since its founding to develop new medicines for genetically driven diseases, said Dr. Lo. Im excited and honored to join the BridgeBio board and look forward to contributing in whatever ways I can to help them bring new therapies to patients who have no other alternatives.
About BridgeBio Pharma
BridgeBio is a team of experienced drug discoverers, developers and innovators working to create life-altering medicines that target well-characterized genetic diseases at their source. BridgeBio was founded in 2015 to identify and advance transformative medicines to treat patients who suffer from Mendelian diseases, which are diseases that arise from defects in a single gene, and cancers with clear genetic drivers. BridgeBios pipeline of over 20 development programs includes product candidates ranging from early discovery to late-stage development. For more information, please visit bridgebio.com.
BridgeBio Pharma, Inc.
Source: BridgeBio Pharma, Inc.