Item 1.01. Entry into a Material Definitive Agreement.
On November 13, 2019, Eidos Therapeutics, Inc. ("Eidos"), a partially-owned
subsidiary of BridgeBio Pharma, Inc. (the "Company"), and Silicon Valley Bank
(the "Bank") and Hercules Capital, Inc. ("Hercules" and together with Bank, the
"Lenders"), entered into a Loan and Security Agreement (the "Loan Agreement").
Under the Loan Agreement, the Lenders will loan to Eidos up to $55,000,000 (the
"Term Loan"). As of September 30, 2019, the Company owned 66.3% of the
outstanding common stock of Eidos.
The maturity date for the Term Loan is October 2, 2023 (the "Maturity Date").
The interest rate for the Term Loan is a floating per annum rate equal to
greater of (a) 8.5% and (b) 3.25% above the Wall Street Journal Prime Rate. The
Loan Agreement requires Eidos to make monthly interest only payments until
November 1, 2021 and this interest only period may be extended to May 2, 2022
upon meeting a clinical data milestone by September 30, 2021.
The final payment on the Term Loan, due on the Maturity Date, shall include all
outstanding principal and accrued and unpaid interest under the Term Loan, plus
a final payment (the "Final Payment") equal to the original aggregate principal
amount of the Term Loan multiplied by 5.95%. Once repaid, amounts borrowed under
the Term Loan may not be reborrowed. Eidos may prepay the Term Loan, subject to
paying a prepayment fee as set forth in the agreement and the Final Payment.
The Loan Agreement requires Eidos to pay an aggregate non-refundable commitment
fee of $275,000 and reimburse certain Lenders' expenses. The Loan Agreement also
requires Eidos to make and maintain certain customary financial covenants,
representations and warranties and other agreements. The Loan Agreement also
contains customary events of default, including non-payment of principal or
interest, violations of covenants, bankruptcy and material judgments. Eidos'
obligations to the Lenders are secured by substantially all of Eidos' assets,
excluding intellectual property.
Eidos intends to use any proceeds from the Term Loan for general corporate
purposes.
The foregoing description of the Term Loan is only a summary and is qualified in
its entirety by reference to the Loan Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 8.01. Other Events.
On November 16, 2019, the Company issued a press release titled, "BridgeBio and
Eidos Present Data from Phase 2 Open Label Extension Suggesting Long-term
Tolerability of AG10 and Stabilization of Transthyretin Amyloid Cardiomyopathy
Disease Measures" (the "Press Release"). A copy of the Press Release is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1† Loan and Security Agreement dated November 13, 2019 between Eidos
Therapeutics, Inc., a partially owned subsidiary of Registrant, as
borrower, Silicon Valley Bank and Hercules Capital, Inc., together as
lenders.
99.1 Press release dated November 16, 2019.
† Portions of this exhibit have been omitted as confidential information.
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