EXPLANATORY NOTE
This Amendment No. 9 amends the Schedule 13D (as previously amended, the Schedule 13D), filed with the U.S. Securities
and Exchange Commission (the SEC) by BridgeBio Pharma, Inc. (BridgeBio) and its predecessor and wholly-owned subsidiary, BridgeBio Pharma LLC, relating to the common stock, par value $0.001 per share
(Eidos Common Stock), of Eidos Therapeutics, Inc., a Delaware corporation (Eidos), whose principal executive offices are located at 101 Montgomery Street, Suite 2000, San Francisco, California 94104. Except as
specifically set forth herein, the Schedule 13D remains unmodified.
All capitalized terms used in this Amendment No. 9 but not
defined herein shall have the meanings ascribed thereto in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On January 26, 2021, pursuant to the Agreement and Plan of Merger, dated as of October 5, 2020 (the Merger
Agreement), by and among BridgeBio, Eidos, Globe Merger Sub I, Inc. (Merger Sub I) and Globe Merger Sub II, Inc. (Merger Sub II), Merger Sub I merged with and into Eidos (the Initial
Merger), with Eidos surviving the Initial Merger, and thereafter Eidos merged with and into Merger Sub II (the Subsequent Merger and, together with the Initial Merger, the Mergers), with Merger Sub II
surviving the Subsequent Merger as an indirect and wholly owned subsidiary of BridgeBio under the name Eidos Therapeutics, Inc. (the Surviving Corporation).
At the Effective Time, each share of Eidos Common Stock issued and outstanding immediately prior to the Effective Time (subject to certain
exceptions) was converted into the right to receive, at the election of each stockholder of Eidos, (A) 1.85 shares of BridgeBios common stock (BridgeBio Common Stock), par value $0.001 per share, or (B) $73.26 in cash. As of
the Effective Time, all shares of Eidos Common Stock issued and outstanding immediately prior to the Effective Time were cancelled, and all shares of Merger Sub I held by BridgeBio Pharma LLC immediately prior to the consummation of the Initial
Merger were converted into shares of the Surviving Corporation in the Mergers. As a result of the Mergers, BridgeBio now owns all of the outstanding shares of common stock of the Surviving Corporation.
Upon the closing of the Mergers, the shares of Eidos Common Stock that were previously listed on the Nasdaq ceased trading on, and were
delisted from the Nasdaq. The shares of Eidos Common Stock will subsequently be deregistered under the Securities Exchange Act of 1934, as amended.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is
attached as Exhibit 1 and is incorporated herein by reference.
Except as set forth in this Schedule 13D, BridgeBio does not currently
have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)(j) of Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by restating the items disclosed under (a) (c) thereof as
follows:
As a result of the Mergers described in Item 4 (which Item 4 is incorporated herein by reference), BridgeBio owns
all of the outstanding shares of Eidos Common Stock (which were converted into shares of the Surviving Corporation as a result of the Mergers). Because the registration of the Eidos Common Stock will be terminated, shares of Eidos Common Stock held
by BridgeBio and its subsidiaries will no longer be subject to reporting under Section 13(d) of the Exchange Act. Consequently, this Amendment constitutes an exit filing for BridgeBio.
Item 7. Material to be Filed as Exhibits.
Item 7
of Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
|
|
|
Exhibit No.
|
|
Description
|
|
|
1
|
|
Agreement and Plan of Merger, dated as of October 5, 2020, by and among Eidos Therapeutics, Inc., BridgeBio Pharma, Inc., Globe Merger Sub I, Inc. and Globe Merger Sub II, Inc. (incorporated by reference to BridgeBios
Schedule 13D/A filed on October 5, 2020)
|
2