What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-16 · 63 added, 46 removed, 74 unchanged (60% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of December 31, 2020, management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2020, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2021, our disclosure controls and procedures were effective at the reasonable assurance level.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Our independent registered public accounting firm, Deloitte and Touche LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021 as stated in their report which is included herein.

Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control Over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal controls over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We considered our internal controls over financial reporting in regards to the impact of COVID-19 and concluded that our controls continue to operate in a remote environment without material effect on our internal controls over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Other Information.

16 unchanged sentences

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Annual Report:

(a) The following documents are filed as part of this Annual Report:

Financial Statements.

4 unchanged sentences

Incorporated by Reference

Exhibit Description

Number Exhibit Description Form File No.

Exhibit Filing

3.1 Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

August 11, 2020

10-Q 001-39303 3.1 August 11, 2020

3.2 Amended and Restated Bylaws of the Registrant, as currently in effect.

December 15, 2020

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.

Description of the Registrant’s Securities

S-1/A 333-238146 4.2 May 26, 2020

4.3 Description of the Registrant’s Securities X

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.

Prior Non-Employee Director Compensation Policy.

S-1/A 333-238146 10.6 May 26, 2020

10.6# Executive Severance Plan.

S-1 333-238146 10.7 May 11, 2020

10.7# Offer Letter, by and between the Registrant and Mike Ouimette, dated August 17, 2020.

10-Q 001-39303 10.1 November 10.

10.8# Offer Letter, by and between the Registrant and Barbara Howes, dated May 1, 2019.

S-1 333-238146 10.12 May 11, 2020

10.9# 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

10.10# 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

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing

10.11# 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

10.12# 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

10.13# 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

10.14 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

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

10.16# Amended and Restated Non-Employee Director Compensation Policy

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.

Incorporated by Reference

Exhibit Description

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.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Calculation Linkbase Document

XBRL Taxonomy Extension Definition Document

XBRL Taxonomy Label Linkbase Document

XBRL Taxonomy Presentation Linkbase Document

101.INS XBRL Instance Document X

101.SCH XBRL Taxonomy Extension Schema Document X

101.CAL XBRL Taxonomy Calculation Linkbase Document X

101.DEF XBRL Taxonomy Extension Definition Document X

101.LAB XBRL Taxonomy Label Linkbase Document X

101.PRE* XBRL Taxonomy Presentation Linkbase Document X

_____________________________________________

** The certifications furnished in Exhibit 32.1 hereto are deemed to be furnished with this 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

2 unchanged sentences

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 Report to be signed on its behalf by the undersigned, thereunto duly authorized .

March 16, 2021

February 28, 2022

PLIANT THERAPEUTICS, INC.

9 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Bernard Coulie

President, Chief Executive Officer and Director

March 16, 2021

Name Title Date

/s/ Bernard Coulie President, Chief Executive Officer and Director February 28, 2022

Bernard Coulie, M.D., Ph.D.

Principal Executive Officer

/s/ Keith Cummings

Chief Financial Officer

March 16, 2021

/s/ Keith Cummings Chief Financial Officer February 28, 2022

Keith Cummings, M.D., M.B.A.

Principal Financial Officer and Principal Accounting Officer

/s/ Hoyoung Huh

Chairman of the Board, Director

March 16, 2021

Principal Financial Officer

/s/ Hoyoung Huh Chairman of the Board, Director February 28, 2022

Hoyoung Huh, M.D., Ph.D.

/s/ Suzanne Bruhn

March 16, 2021

/s/ Suzanne Bruhn Director February 28, 2022

Suzanne Bruhn, Ph.D.

/s/ Gayle Crowell

March 16, 2021

/s/ Gayle Crowell Director February 28, 2022

Gayle Crowell

/s/ John Curnutte

March 16, 2021

/s/ John Curnutte Director February 28, 2022

John Curnutte, M.D.

/s/ Neil Exter

March 16, 2021

/s/ Charles Homcy

March 16, 2021

/s/ Neil Exter Director February 28, 2022

/s/ Charles Homcy Director February 28, 2022

Charles Homcy, M.D.

/s/ Smital Shah

March 16, 2021

/s/ David Pyott

March 16, 2021

/s/ Smital Shah Director February 28, 2022

/s/ David Pyott Director February 28, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures