12 unchanged sentences
Our management concluded that our internal control over financial reporting was effective as of December 31, 2022.
−Removed: 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
−Removed: 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.
+Added: 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
+Added: 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.
1 unchanged sentence
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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: 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.
+Added: We considered our internal controls over financial reporting in regards to the impact of COVID-19 and concluded that our controls continue to operate without material effect on our internal controls over financial reporting.
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Directors, Executive Officers and Corporate Governance.
−Removed: Information required by this item regarding directors and director nominees, executive officers, the board of directors and its committees, and certain corporate governance matters is incorporated by reference to the information set forth under the captions “Proposal No.
−Removed: 1—Election of Directors,” “Corporate Governance and Board Matters” and “Executive Officers” in our Proxy Statement for our 2021 Annual Meeting of Stockholders.
−Removed: Information required by this item regarding compliance with Section 16(a) of the Exchange Act is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement.
+Added: Information required by this item regarding directors and director nominees, executive officers, the board of directors and its committees, and certain corporate governance matters will be set forth uin our Proxy Statement for our 2023 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: Information required by this item regarding compliance with Section 16(a) of the Exchange Act will be set forth in our Proxy Statement and is incorporated herein by reference.
Our written code of business conduct and ethics (the “Code of Conduct”) applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer or controller.
2 unchanged sentences
Executive Compensation.
−Removed: Information required by this item regarding executive compensation is incorporated by reference to the information set forth under the captions “Executive Compensation” and “Director Compensation” in our Proxy Statement.
+Added: Information required by this item regarding executive compensation will be set forth in our Proxy Statement and is incorporated by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
−Removed: Information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation” in our Proxy Statement.
+Added: Information required by this item regarding security ownership of certain beneficial owners and management will be set forth in our Proxy Statement and is incorporated by reference.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: Information required by this item regarding certain relationships, related transactions and director independence is incorporated by reference to the information set forth under the caption “Transactions with Related Persons and Indemnification” and “Corporate Governance and Board Matters” in our Proxy Statement.
+Added: Information required by this item regarding certain relationships, related transactions and director independence will be set forth in our Proxy Statement and is incorporated by reference.
Principal Accounting Fees and Services.
−Removed: Information required by this item regarding principal accounting fees and services is incorporated by reference to the information set forth under the caption “Proposal No.
−Removed: 2—Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement.
+Added: Information required by this item regarding principal accounting fees and services will be set forth in our Proxy Statement and is incorporated by reference.
Exhibits, Financial Statement Schedules.
11 unchanged sentences
3.2 Amended and Restated Bylaws of the Registrant, as currently in effect.
−Removed: 8-K 001-39303 3.2 December 15, 2020
+Added: 8-K 001-39303 3.1 September 16, 2022
4.1 Specimen Common Stock Certificate of the Registrant.
2 unchanged sentences
S-1/A 333-238146 4.2 May 26, 2020
−Removed: 4.3 Description of the Registrant’s Securities X
+Added: 4.3 Description of the Registrant’s Securities 10-K 001-39303 4.3 March 16, 2021
10.1# 2020 Stock Option and Incentive Plan and forms of award agreement.
12 unchanged sentences
10-Q 001-39303 10.1 November 10.
−Removed: 10.8# Offer Letter, by and between the Registrant and Barbara Howes, dated May 1, 2019.
−Removed: S-1 333-238146 10.12 May 11, 2020
10.8# Offer Letter, by and between the Registrant and Éric Lefebvre, M.D., dated February 28, 2018.
2 unchanged sentences
S-1 333-238146 10.10 May 11, 2020
+Added: 10.10# Offer Letter, by and between the Registrant and Hans Hull, J.D., dated February 10, 2016.
+Added: S-1 333-238146 10.9 May 11, 2020
Incorporated by Reference
1 unchanged sentence
Exhibit Filing
−Removed: 10.11# Offer Letter, by and between the Registrant and Hans Hull, J.D., dated February 10, 2016.
−Removed: S-1 333-238146 10.9 May 11, 2020
10.11# Offer Letter, by and between the Registrant and Bernard Coulie, M.D., Ph.D., dated October 12, 2015.
6 unchanged sentences
S-1 333-238146 10.15 May 11, 2020
+Added: 10.15# Amended and Restated Non-Employee Director Compensation Policy 10-K 001-39303 10.2 March 1, 2022
+Added: 10.16† First Amendment to Collaboration and License Agreement, by and between the Registrant and Novartis Institutes For Biomedical Research, Inc., dated November 15, 2022.
+Added: 10.17# 2022 Inducement Plan dated September 14, 2022.
+Added: 10.18 Loan and Security Agreement, by and between Registrant and Oxford Finance LLC, dated May 4, 2022.
+Added: 8-K 001-39303 10.1 May 5, 2022
+Added: 10.19 First Amendment to Loan and Security Agreement, by and between Registrant and Oxford Finance LLC, dated October 4, 2022.
10.20# Amended and Restated Non-Employee Director Compensation Policy
+Added: 10.21# Offer Letter, by and between the Registrant and Lily Cheung, dated December 21, 2022.
+Added: 23.1 Consent of 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.
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.
+Added: Incorporated by Reference
+Added: Number Exhibit Description Form File No.
+Added: Exhibit Filing
32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
9 unchanged sentences
# Represents management compensation plan, contract or arrangement.
+Added: † Portions of this exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.
Form 10-K Summary
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 .
−Removed: February 28, 2022
+Added: March 9, 2023
PLIANT THERAPEUTICS, INC.
10 unchanged sentences
Name Title Date
−Removed: /s/ Bernard Coulie President, Chief Executive Officer and Director February 28, 2022
+Added: /s/ Bernard Coulie President, Chief Executive Officer and Director March 9, 2023
Bernard Coulie, M.D., Ph.D.
Principal Executive Officer
−Removed: /s/ Keith Cummings Chief Financial Officer February 28, 2022
+Added: /s/ Keith Cummings Chief Financial Officer March 9, 2023
Keith Cummings, M.D., M.B.A.
Principal Financial Officer
−Removed: /s/ Hoyoung Huh Chairman of the Board, Director February 28, 2022
+Added: /s/ Hoyoung Huh Chairman of the Board, Director March 9, 2023
Hoyoung Huh, M.D., Ph.D.
−Removed: /s/ Suzanne Bruhn Director February 28, 2022
+Added: /s/ Suzanne Bruhn Director March 9, 2023
Suzanne Bruhn, Ph.D.
−Removed: /s/ Gayle Crowell Director February 28, 2022
+Added: Director March 9, 2023
+Added: /s/ Gayle Crowell Director March 9, 2023
Gayle Crowell
−Removed: /s/ John Curnutte Director February 28, 2022
+Added: /s/ John Curnutte Director March 9, 2023
John Curnutte, M.D.
−Removed: /s/ Neil Exter Director February 28, 2022
−Removed: /s/ Charles Homcy Director February 28, 2022
−Removed: Charles Homcy, M.D.
−Removed: /s/ Smital Shah Director February 28, 2022
−Removed: /s/ David Pyott Director February 28, 2022
+Added: /s/ Katharine Knobil Director March 9, 2023
+Added: Katharine Knobil, M.D.
+Added: Director March 9, 2023
+Added: Thomas McCourt
+Added: /s/ Smital Shah Director March 9, 2023
+Added: /s/ David Pyott Director March 9, 2023
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.