S-3ASR 1 ny20078315x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on July 24, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 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, 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, 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. ☐


ABOUT THIS PROSPECTUS			1
ABOUT THE COMPANY			2
RISK FACTORS			3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			4
USE OF PROCEEDS			6
SELLING STOCKHOLDERS			7
PLAN OF DISTRIBUTION			9
LEGAL MATTERS			11
EXPERTS			11
WHERE YOU CAN FIND MORE INFORMATION			11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			12


	Shares Beneficially Owned Before this Offering		Number of Shares Offered	Shares Beneficially Owned After this Offering⁽⁴⁾
Name of Selling Stockholder	Shares	%	Number of Shares Offered	Shares	%
KKR Genetic Disorder L.P. and its affiliates⁽¹⁾	14,232,739	7.3%	14,232,739	0	*
Chinotto Investments, LLC⁽²⁾	5,805,936	2.9%	5,805,936	0	*
Aisling Capital IV, LP⁽³⁾	4,589,611	2.3%	6,068,125	0	*


SEC registration fee*			$75,600.80
Legal fees and expenses			$60,000.00
Accounting fees and expenses			$15,000.00
Printing and miscellaneous expenses			$5,000.00
Total			$155,600.80


Exhibit Number	Exhibit Title	Form	File No.	Exhibit	Filing Date
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	Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of BridgeBio Pharma, Inc.	8-K	001-38959	3.1	July 2, 2026
3.4	Amended and Restated Bylaws, 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.	S-1	333-231759	4.3	June 24, 2019
4.3	Registration Rights Agreement, dated as of July 1, 2026, by and among BridgeBio Pharma, Inc. and the Purchasers identified therein.	8-K	001-38959	10.2	July 2, 2026
5.1	Opinion of Goodwin Procter LLP.	—	—	—	Filed herewith
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.	—	—	—	Filed herewith
23.2	Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).	—	—	—	Filed herewith
24.1	Power of Attorney (included in the signature pages to this registration statement).	—	—	—	Filed herewith
107	Filing Fee Table				Filed herewith


Signature	Title	Date
/s/ Neil Kumar	Chief Executive Officer and Director (Principal Executive Officer)	July 24, 2026
Neil Kumar, Ph.D.		July 24, 2026

/s/ Thomas Trimarchi	President, Chief Financial Officer (Principal Financial Officer)	July 24, 2026
Thomas Trimarchi, Ph.D.		July 24, 2026

/s/ Maricel M. Apuli	Chief Accounting Officer (Principal Accounting Officer)	July 24, 2026
Maricel M. Apuli	Chief Accounting Officer (Principal Accounting Officer)	July 24, 2026

/s/ Eric Aguiar	Director	July 24, 2026
Eric Aguiar, M.D.	Director	July 24, 2026

/s/ Jennifer E. Cook	Director	July 24, 2026
Jennifer E. Cook	Director	July 24, 2026

/s/ Douglas A. Dachille	Director	July 24, 2026
Douglas A. Dachille	Director	July 24, 2026

/s/ Ronald J. Daniels	Director	July 24, 2026
Ronald J. Daniels	Director	July 24, 2026

BridgeBio Pharma, Inc.

/s/ Neil Kumar, Ph.D.

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