Item 1.01 Entry into a Material Definitive Agreement
On
The Loan Modification Agreement revises certain provisions of the Loan and
Security Agreement dated as of
The foregoing summary of the Loan Modification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Modification Agreement filed herewith as Exhibit 10.1 to this Current Report, which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
As described above, at the Effective Time on the Closing Date, BridgeBio
completed its previously announced acquisition of Eidos. As a result of the
Mergers, Eidos became an indirect wholly-owned subsidiary of BridgeBio. At the
Effective Time, each share of the common stock, par value
Immediately prior to the Effective Time, (i) each option to purchase Eidos Common Stock (an "Eidos Option") was converted into an option, on the same terms and conditions applicable to such Eidos Option immediately prior to the Effective Time, to purchase a specified number of shares of BridgeBio Common Stock, calculated pursuant to the terms of the Merger Agreement, and (ii) each outstanding award of shares of Eidos Common Stock that was subject
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to forfeiture conditions (subject to certain exceptions) (each, an "Eidos Restricted Share Award") was converted into an award, on the same terms and conditions applicable to such Eidos Restricted Share Award immediately prior to the Effective Time, covering a number of whole restricted shares of BridgeBio Common Stock, calculated pursuant to the terms of the Merger Agreement, with any fractional shares being paid out to the holder of such Eidos Restricted Share Award in cash.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, the terms of which are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing
In connection with the consummation of the Mergers, the Company notified The
Nasdaq Global Select Market (the "Nasdaq") that trading in Eidos Common Stock
should be suspended and listing of Eidos Common Stock on the Nasdaq should be
removed. Trading of Eidos Common Stock on the Nasdaq was suspended prior to the
opening of business on
Item 3.03 Material Modification to Rights of Security Holders
The information in the Introductory Note above and in Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. The foregoing description of the Merger Agreement is not complete and is subject and entirely qualified by reference to the full text of the Merger Agreement.
Item 5.01 Changes in Control of Registrant
As a result of the consummation of the Initial Merger, a change of control of the Company occurred, and the Company became an indirect, wholly-owned subsidiary of BridgeBio.
The information set forth above in the Introductory Note under Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Upon the consummation of the Mergers, each of
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year
At the Effective Time, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Eidos were amended and restated to be substantially identical to the Certificate of Incorporation and Bylaws of Merger Sub I, as in effect immediately prior to the closing of the Initial Merger.
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Immediately thereafter, upon the effectiveness of the Subsequent Merger, the
Amended and Restated Certificate of Incorporation and the Amended and Restated
Bylaws of Merger Sub II, as in effect immediately prior to the closing of the
Subsequent Merger, continued to be Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the
Copies of the Amended and Restated Certificate of Incorporation and the Amended
and Restated Bylaws of the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofOctober 5, 2020 , by and amongEidos Therapeutics, Inc. ,BridgeBio Pharma, Inc. ,Globe Merger Sub I, Inc. andGlobe Merger Sub II, Inc. (incorporated by reference to Exhibit 2.1 toEidos Therapeutics, Inc.'s Current Report on Form 8-K filed onOctober 7, 2020 , Commission file number 001-38533). 3.1 Amended and Restated Certificate of Incorporation ofEidos Therapeutics, Inc. 3.2 Amended and Restated Bylaws ofEidos Therapeutics, Inc. 10.1 First Loan Modification Agreement, datedJanuary 25, 2021 , to the Loan and Security Agreement, by and betweenEidos Therapeutics, Inc. , as borrower,Silicon Valley Bank , as administrative agent, collateral agent, and lender and Hercules Capital, Inc., as lender, datedNovember 13, 2019 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.The Company hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by theSEC .
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