S-3ASR 1 ny20072667x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on May 7, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BridgeBio Pharma, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			84-1850815 (I.R.S. Employer Identification Number)

3160 Porter Drive, Suite 250

Palo Alto, CA 94304

(650) 391-9740

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Neil Kumar

Chief Executive Officer

BridgeBio Pharma, Inc.

3160 Porter Drive, Suite 250

Palo Alto, CA 94304

(650) 391-9740

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Mitchell S. Bloom

Maggie L. Wong

Natalie T. Martirossian

Goodwin Procter LLP

525 Market St.

San Francisco, CA 94105

(415) 733-6000

Approximate date of commencement of proposed sale to the public: From time to time or at one time as determined by the Registrant after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
ABOUT THE COMPANY			6
RISK FACTORS			7
USE OF PROCEEDS			8
GENERAL DESCRIPTION OF SECURITIES			9
DESCRIPTION OF CAPITAL STOCK			10
DESCRIPTION OF DEBT SECURITIES			17
DESCRIPTION OF WARRANTS			23
DESCRIPTION OF UNITS			24
PLAN OF DISTRIBUTION			27
LEGAL MATTERS			30
EXPERTS			30


			PAGE
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
PROSPECTUS SUMMARY			S-2
RISK FACTORS			S-5
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-7
USE OF PROCEEDS			S-9
DILUTION			S-10
PLAN OF DISTRIBUTION			S-12
LEGAL MATTERS			S-13
EXPERTS			S-13
WHERE YOU CAN FIND MORE INFORMATION			S-13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-14


Assumed offering price per share		$68.09
Net tangible book deficit per share as of March 31, 2026	$(11.73)
Increase in per share attributable to new investors attributable to this offering	$2.81
As adjusted net tangible book deficit per share as of March 31, 2026, after giving effect to this offering		$(8.92)
Dilution per share to new investors participating in this offering		$77.01


SEC Registration fee			$ *⁽¹⁾
Legal fees and expenses			*
Accounting fees and expenses			*
Printing expenses			*
Transfer agent and trustee fees			*
Miscellaneous			*
Total			$*


Exhibit Number	Exhibit Title	Form	File No.	Exhibit	Filing Date
1.1*	Form of underwriting agreement(s)	—	—	—	—
1.2	Equity Distribution Agreement dated May 7, 2026, by and among the Company and Goldman Sachs & Co, LLC and Leerink Partners LLC.	—	—	—	Filed herewith
3.1	Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.	8-K	001-38959	3.1	July 3, 2019
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.	8-K	001-38959	3.1	June 23, 2025
3.3	Amended and Restated Bylaws of the Registrant, as currently in effect.	S-4	333-249944	3.2	November 6, 2020
4.1	Specimen Common Stock Certificate.	S-1	333-231759	4.1	June 24, 2019
4.2	Form of Registration Rights Agreement, among the Registrant and certain of its shareholders, to be in effect immediately prior to completion of this offering.	S-1	333-231759	4.3	June 24, 2019
4.3	Form of indenture for senior debt securities and the related form of senior debt security.	—	—	—	Filed herewith
4.4	Form of indenture for subordinated debt securities and the related form of subordinated debt security.	—	—	—	Filed herewith
4.5*	Form of Certificate of Designation of Preferred Stock.	—	—	—	—
4.6*	Form of Preferred Stock Certificate.	—	—	—	—


Signature	Title	Date
/s/ Neil Kumar	Chief Executive Officer and Director (Principal Executive Officer)	May 7, 2026
Neil Kumar, Ph.D.		May 7, 2026

/s/ Thomas Trimarchi	President, Chief Financial Officer (Principal Financial Officer)	May 7, 2026
Thomas Trimarchi, Ph.D.		May 7, 2026

/s/ Maricel M. Apuli	Chief Accounting Officer (Principal Accounting Officer)	May 7, 2026
Maricel M. Apuli	Chief Accounting Officer (Principal Accounting Officer)	May 7, 2026

/s/ Eric Aguiar	Director	May 7, 2026
Eric Aguiar, M.D.	Director	May 7, 2026

/s/ Jennifer E. Cook	Director	May 7, 2026
Jennifer E. Cook	Director	May 7, 2026

/s/ Douglas A. Dachille	Director	May 7, 2026
Douglas A. Dachillew	Director	May 7, 2026

/s/ Ronald J. Daniels	Director	May 7, 2026
Ronald J. Daniels	Director	May 7, 2026

BridgeBio Pharma, Inc.

/s/ Neil Kumar

Neil Kumar, Ph.D.
Chief Executive Officer and Director
(Principal Executive Officer)

SEC Form S-3ASR filed by BridgeBio Pharma Inc.