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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-03-09 · 81 added, 36 removed, 112 unchanged (51% of the section changed)

7 unchanged sentences

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;

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.

(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, 2023.

Our independent registered public accounting firm, Deloitte & Touche LLP, issued an attestation report on our internal control over financial reporting.

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

We continuously seek to improve the efficiency and effectiveness of our internal controls.

This results in refinements to processes throughout our company.

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, 2023 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 without material effect on our internal controls over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Pliant Therapeutics, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Pliant Therapeutics, Inc.

(the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 27, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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.

A company’s internal control over financial reporting 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 the assets of the company;

(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 receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

San Francisco, California

February 27, 2024

Other Information.

Rule 10b5-1 Trading Arrangements

Other than those listed below, none of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K.

On October 4, 2023 , Mike Ouimette , our General Counsel , entered into a trading plan, or the Ouimette 10b5-1 Sales Plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

Under the Ouimette 10b5-1 Sales Plan, an aggregate of 57,074 shares of the Company’s common stock and up to 33% of the net shares Mr.

Ouimette may receive from the vesting of certain outstanding RSU and PSU awards from time to time between January 16, 2024 and July 1, 2024 (the “Ouimette Authorized Shares”) may be sold.

Due to vesting conditions of the awards and the number of shares withheld for taxes, to be determined only on the vesting date and market conditions, the number of shares actually sold under the Ouimette 10b5-1 Sales Plan may be less than the maximum number of shares that can be sold.

The Ouimette 10b5-1 Sales Plan, which was entered into during an open trading window under the Company’s insider trading policy, will be in effect until the earlier of (1) December 31, 2024, or (2) the date on which all Ouimette Authorized Shares have been sold under the Ouimette 10b5-1 Sales Plan.

On December 7, 2023 , Eric Lefebvre , our Chief Medical Officer , entered into a trading plan, or the Lefebvre 10b5-1 Sales Plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

Under the Lefebvre 10b5-1 Sales Plan, an aggregate of 111,781 shares of the Company’s common stock may be sold (such aggregate amount, which may be reduced by any shares sold prior pursuant to a prior trading plan adopted by Dr.

Lefebvre on December 13, 2022 and prior to initiation of sales pursuant to the Lefebvre 10b5-1 Sales Plan, the “Lefebvre Authorized Shares”).

The Lefebvre 10b5-1 Sales Plan, which was entered into during an open trading window under the Company’s insider trading policy, will be in effect until the earlier of (1) March 7, 2025, or (2) the date on which all Lefebvre Authorized Shares have been sold under the Lefebvre 10b5-1 Sales Plan.

On December 13, 2023 , Bernard Coulie , our Chief Executive Officer , entered into a trading plan, or the Coulie 10b5-1 Sales Plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

Under the Coulie 10b5-1 Sales Plan, an aggregate of 80,000 shares of the Company’s common stock may be sold.

The Coulie 10b5-1 Sales Plan, which was entered into during an open trading window under the Company’s insider trading policy, will be in effect until the earlier of (1) December 31, 2024, or (2) the date on which the maximum number of shares of the Company’s common stock have been sold under the Coulie 10b5-1 Sales Plan.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

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.

Information required by this item will be set forth in our Proxy Statement for our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

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.

3 unchanged sentences

Executive Compensation.

Information required by this item regarding executive compensation will be set forth in our Proxy Statement and is incorporated by reference.

Information required by this item 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.

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.

Information required by this item will be set forth in our Proxy Statement and is incorporated by reference.

Certain Relationships and Related Transactions, and Director Independence.

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.

Information required by this item will be set forth in our Proxy Statement and is incorporated by reference.

Principal Accounting Fees and Services.

Information required by this item regarding principal accounting fees and services will be set forth in our Proxy Statement and is incorporated by reference.

Information required by this item will be set forth in our Proxy Statement and is incorporated by reference.

Exhibits, Financial Statement Schedules.

10 unchanged sentences

10-Q 001-39303 3.1 August 11, 2020

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

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

8-K 001-39303 3.1 September 16, 2022

1 unchanged sentence

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-K 001-39303 4.3 March 16, 2021

Description of the Registrant’s Securities

10-K 001-39303 4.3 March 16, 2021

2020 Stock Option and Incentive Plan and forms of award agreement .

18 unchanged sentences

S-1 333-238146 10.9 May 11, 2020

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing

Offer Letter, by and between the Registrant and Bernard Coulie, M.D., Ph.D., dated October 12, 2015.

4 unchanged sentences

S-1 333-238146 10.14 May 11, 2020

10.14† 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

10.15# Amended and Restated Non-Employee Director Compensation Policy 10-K 001-39303 10.2 March 1, 2022

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.

2022 Inducement Plan dated September 14, 2022.

10-K 001-39303 10.17 March 9, 2023

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing

Loan and Security Agreement, by and between Registrant and Oxford Finance LLC, dated May 4, 2022.

1 unchanged sentence

First Amendment to Loan and Security Agreement, by and between Registrant and Oxford Finance LLC, dated October 4, 2022.

10-K 001-39303 10.17 March 9, 2023

Amended and Restated Non-Employee Director Compensation Policy

Offer Letter, by and between the Registrant and Lily Cheung, dated December 21, 2022.

10-K 001-39303 10.21 March 9, 2023

Lease Agreement by and between the Registrant and HCP BTC, LLC, dated September 28, 2023.

8-K 001-39303 10.1 October 23, 2023

Termination Agreement by and between the Registrant and Healthpeak OP, LLC, dated September 28, 2023.

8-K 001-39303 10.2 October 23, 2023

23.1 Consent of Independent Registered Public Accounting Firm

1 unchanged sentence

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.

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing

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.

Clawback Policy

101.INS XBRL Instance Document X

10 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 9, 2023

February 27, 2024

PLIANT THERAPEUTICS, INC.

10 unchanged sentences

Name Title Date

/s/ Bernard Coulie President, Chief Executive Officer and Director March 9, 2023

/s/ Bernard Coulie President, Chief Executive Officer and Director February 27, 2024

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

Principal Executive Officer

/s/ Keith Cummings Chief Financial Officer March 9, 2023

/s/ Keith Cummings Chief Financial Officer February 27, 2024

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

Principal Financial Officer

/s/ Hoyoung Huh Chairman of the Board, Director March 9, 2023

/s/ Hoyoung Huh Chairman of the Board, Director February 27, 2024

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

/s/ Suzanne Bruhn Director March 9, 2023

/s/ Suzanne Bruhn Director February 27, 2024

Suzanne Bruhn, Ph.D.

Director March 9, 2023

/s/ Gayle Crowell Director March 9, 2023

/s/ Darren Cline Director February 27, 2024

/s/ David Pyott Director February 27, 2024

/s/ Gayle Crowell Director February 27, 2024

Gayle Crowell

/s/ John Curnutte Director March 9, 2023

/s/ John Curnutte Director February 27, 2024

John Curnutte, M.D.

/s/ Katharine Knobil Director March 9, 2023

/s/ Katharine Knobil Director February 27, 2024

Katharine Knobil, M.D.

Director March 9, 2023

/s/ Thomas McCourt Director February 27, 2024

Thomas McCourt

/s/ Smital Shah Director March 9, 2023

/s/ David Pyott Director March 9, 2023

/s/ Smital Shah Director February 27, 2024

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