UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (d) | Director Appointment |
On March 24, 2026, the board of directors (the “Board”) of BridgeBio Oncology Therapeutics, Inc. (the “Company”) increased the size of the Board to nine (9) directors and, upon the recommendation from the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”) appointed Peter Lebowitz, M.D., Ph.D. as a member of the Board, with immediate effect to fill the vacancy created by the increase in Board size. Dr. Lebowitz will serve as a Class I director with a term expiring at the Company’s 2026 annual meeting of stockholders and thereafter until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Dr. Lebowitz was appointed to serve on the NCG Committee and on the Compensation Committee of the Board, effective as of the date of his appointment as a director. The Board has determined that Dr. Lebowitz is “independent” as contemplated by the Nasdaq Stock Market and other governing laws and applicable regulations.
There are no arrangements or understandings between Dr. Lebowitz and any other persons pursuant to which he was appointed as director. There are no transactions in which Dr. Lebowitz has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended.
Dr. Lebowitz will receive compensation for his services as a non-employee director and for any committee service in accordance with the Company’s amended and restated non-employee director compensation policy, a copy of which was filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026, including the automatic grant of a one-time nonqualified stock option under the Company’s 2025 Stock Option and Incentive Plan to purchase 63,350 shares of the Company’s common stock, $0.0001 par value per share at an exercise price per share equal to $8.72 per share, the closing price on the Nasdaq Global Market on March 24, 2026, the effective date of his appointment to the Board.
In connection with his appointment, Mr. Lebowitz entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2025. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Lebowitz for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him in any action or proceeding arising out of his service as a member of the Board.
SIGNATURES
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 thereunto duly authorized.
| BRIDGEBIO ONCOLOGY THERAPEUTICS, INC. | ||||||
| Date: March 26, 2026 | By: | /s/ Eli Wallace | ||||
| Name: Eli Wallace Title: Chief Executive Officer | ||||||