PLIANT THERAPEUTICS, INC. 10-K/A

10-K/A 1 d281943d10ka.htm FORM 10-K/A Form 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39303 PLIANT THERAPEUTICS, INC. (Exact name of Registrant as specified in its Charter) Delaware 47-4272481 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 260 Littlefield Avenue South San Francisco, CA 94080 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (650) 481-6770 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class of Securities Registered Trading Symbol Name of Each Exchange on which Securities are Registered Common Stock, par value $0.0001 per share PLRX The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐ 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 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The NASDAQ Stock Market on June 30, 2021, was $751,814,002. The number of shares of Registrant’s Common Stock outstanding as of February 25, 2022 was 36,113,521. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K EXPLANATORY NOTE Pliant Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2021, originally filed with the Securities and Exchange Commission on March 1, 2022 (the “Original Filing”), to file Exhibit 23.1, Consent of Deloitte & Touche LLP (“Deloitte”), Independent Registered Public Accounting Firm, to the incorporation by reference of Deloitte’s report dated February 28, 2022 relating to the financial statements of Pliant Therapeutics, Inc. and the effectiveness of Pliant Therapeutics, Inc.’s internal control over financial reporting into the Company’s Registration Statement Nos. 333-238922 and 333-254361 on Form S-8 and Registration Statement No. 333-257684 on Form S-3 (the “Auditor Consent”). The Original Filing inadvertently omitted the Auditor Consent. This Amendment is being filed solely to provide the Auditor Consent. Except as described in this Explanatory Note, this Amendment does not modify, amend, or update in any way the financial information or any other information set forth in the Original Filing. Item 15. Exhibits Item 15 of the Original Filing is hereby amended solely to update the Exhibit Index to include the Consent of Deloitte & Touche LLP (23.1) with the new certifications required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The updated Exhibit Index is below. Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. 10-Q 001-39303 3.1 August 11, 2020 3.2 Amended and Restated Bylaws of the Registrant, as currently in effect. 8-K 001-39303 3.2 December 15, 2020 4.1 Specimen Common Stock Certificate of the Registrant. S-1/A 333-238146 4.1 May 26, 2020 4.2 Amended and Restated Investors’ Right Agreement by and among the Registrant and certain of its stockholders, dated December 19, 2010. S-1/A 333-238146 4.2 May 26, 2020 4.3† Description of the Registrant’s Securities 10.1# 2020 Stock Option and Incentive Plan and forms of award agreement. S-1/A 333-238146 10.2 May 26, 2020 10.2# 2015 Equity Incentive Plan and forms of award agreements thereunder. S-1 333-238146 10.1 May 11, 2020 10.3# 2020 Employee Stock Purchase Plan. S-1/A 333-238146 10.3 May 26, 2020 10.4# Senior Executive Cash Incentive Bonus Plan. S-1 333-238146 10.4 May 11, 2020 10.5# Non-Employee Director Compensation Policy. S-1/A 333-238146 10.6 May 26, 2020 10.6# Prior Non-Employee Director Compensation Policy. S-1 333-238146 10.5 May 11, 2020 10.7# Executive Severance Plan. S-1 333-238146 10.7 May 11, 2020 10.8# Offer Letter, by and between the Registrant and Mike Ouimette, dated August 17, 2020. 10-Q 001-39303 10.1 November 10. 2020 10.9# Offer Letter, by and between the Registrant and Barbara Howes, dated May 1, 2019. S-1 333-238146 10.12 May 11, 2020 10.10# Offer Letter, by and between the Registrant and Éric Lefebvre, M.D., dated February 28, 2018. S-1 333-238146 10.11 May 11, 2020 10.11# Offer Letter, by and between the Registrant and Keith Cummings, M.D., MBA, dated November 29, 2018. S-1 333-238146 10.10 May 11, 2020 10.12# Offer Letter, by and between the Registrant and Hans Hull, J.D., dated February 10, 2016. S-1 333-238146 10.9 May 11, 2020 10.13# Offer Letter, by and between the Registrant and Bernard Coulie, M.D., Ph.D., dated October 12, 2015. S-1 333-238146 10.8 May 11, 2020 10.14 Form of Indemnification Agreement, by and between the Registrant and each of its directors and certain officers. S-1 333-238146 10.13 May 11, 2020 10.15 Office Lease, by and between the Registrant and 260 Littlefield Avenue South San Francisco, California 94080, dated February 6, 2018. S-1 333-238146 10.14 May 11, 2020 10.16† Collaboration and License Agreement, by and between the Registrant and Novartis Institutes For Biomedical Research, Inc., dated October 17, 2019. S-1 333-238146 10.15 May 11, 2020 23.1†† Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 10-K 001-39303 31.1 March 1, 2022 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 10-K 001-39303 31.2 March 1, 2022 31.3†† Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.4†† Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 10-K 001-39303 31.1 March 1, 2022 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Document 101.LAB XBRL Taxonomy Label Linkbase Document 101.PRE* XBRL Taxonomy Presentation Linkbase Document ** The certifications furnished in Exhibit 32.1 to the Original Filing are deemed to be furnished with the Annual Report on Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates them by reference. # Represents management compensation plan, contract or arrangement. †† Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2021 to be signed on its behalf by the undersigned, thereunto duly authorized. PLIANT THERAPEUTICS, INC. Date: March 1, 2022 By: /s/ Bernard Coulie Bernard Coulie, M.D., Ph.D. President and Chief Executive Officer Date: March 1, 2022 By: /s/ Keith Cummings Keith Cummings, M.D., M.B.A. Chief Financial Officer