UNITED STATES
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): March 1, 2024
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-38959
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84-1850815
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3160 Porter Dr., Suite 250
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Palo Alto, CA
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94304
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (650) 391-9740
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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BBIO
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The Nasdaq Global Select Market
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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 1.01. |
Entry into a Material Definitive Agreement
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On March 1, 2024, certain subsidiaries of BridgeBio Pharma, Inc. (the “Company”), including Eidos Therapeutics, Inc. (“Eidos”), BridgeBio
International GmbH and BridgeBio Europe B.V., entered into an exclusive license agreement (the “Agreement”) with Bayer Consumer Care AG, a wholly-owned subsidiary of Bayer AG (“Bayer”), to develop and commercialize acoramidis as a treatment for
transthyretin amyloidosis in the European Union and all member states of the European Patent Organization (the “Licensed Territory”).
Under the terms of the Agreement, Eidos granted Bayer an exclusive license, effective upon the date that certain antitrust clearances have been
obtained, to certain of Eidos’ intellectual property rights to develop, manufacture and commercialize acoramidis (AG10) in the Licensed Territory. In consideration for the license grant, Eidos is entitled to receive up to $310 million in upfront,
regulatory, and sales milestone payments through 2026, and is eligible for additional payments subject to the achievement of certain sales milestones. In addition, Eidos is entitled to receive royalties according to a tiered structure starting in
the low-thirties percent on net sales by Bayer of acoramidis in the Licensed Territory, subject to reduction under certain circumstances as provided in the Agreement.
Unless earlier terminated, the Agreement will expire at the end of the royalty term for a licensed product, provided that the licenses granted to
Bayer for such licensed product survive such expiration on a non-exclusive basis. Either party may terminate the Agreement in the event of a material breach or insolvency of the other party or in the event merger control proceedings are started
and clearances are not obtained. Additionally, Bayer may terminate the Agreement for convenience upon at least 270 days’ prior written notice, and Eidos may terminate the Agreement in the event Bayer ceases exploitation of acoramidis under
certain circumstances or challenges the validity or enforceability of Eidos’ patent rights.
The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which
will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2024.
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.
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BridgeBio Pharma, Inc.
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Date:
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March 4, 2024
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By:
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/s/ Brian C. Stephenson
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Brian C. Stephenson
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Chief Financial Officer
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