What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-11 compared with 2025-03-03 · 115 added, 202 removed, 602 unchanged (34% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Pliant Therapeutics, Inc.

(the "Company") as of December 31, 2024 and 2023, the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 3, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

(the "Company") as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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Our responsibility is to express an opinion on the Company's financial statements based on our audits.

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.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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Our audit procedures related to the Company’s accrued and prepaid research and development expenses related to CROs included the following, among others:

• We tested the effectiveness of controls over the estimation of accrued and prepaid research and development expenses related to CROs.

• For a sample of agreements and contracts, we read the related statement of work, purchase order, and inspected information the Company received from its third-party service providers.

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Prepaid expenses and other current assets (Note 5) 4,464 6,540

Property and equipment held for sale (Note 4) 1,040 —

Total current assets 196,448 362,264

Property and equipment, net 5,525 3,567

Property and equipment, net (Note 4) 2,940 5,525

Operating lease right-of-use assets 23,966 27,243

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Accumulated deficit ( 859,396 ) ( 710,052 )

Accumulated other comprehensive gain 321 345

Accumulated other comprehensive (loss) gain ( 15 ) 321

Total stockholders’ equity 181,205 304,081

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Year Ended December 31,

2024 2023 2022

Revenue $ — $ —

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Interest expense ( 2,559 ) ( 3,024 )

Loss on extinguishment of debt (Note 7) ( 1,828 ) —

Net loss $ ( 149,344 ) $ ( 210,304 )

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Net loss $ ( 149,344 ) $ ( 210,304 )

Net unrealized (loss) gain on short-term investments ( 24 ) 2,303 ( 1,757 )

Total other comprehensive (loss) gain ( 24 ) 2,303 ( 1,757 )

Net unrealized loss on short-term investments ( 336 ) ( 24 )

Total other comprehensive loss ( 336 ) ( 24 )

Comprehensive loss $ ( 149,680 ) $ ( 210,328 )

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Balance at December 31, 2023 59,921,002 $ 6 $ 972,973 $ 345 $ ( 499,748 ) $ 473,576

Common stock issued in a public offering, net of offering expenses 12,432,432 2 215,399 — — 215,401

Issuance of common stock under benefit plans 939,836 — 3,207 — — 3,207

Vesting of restricted stock awards 21,841 — 2 — — 2

Stock-based compensation expense — — 37,626 — — 37,626

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Balance at December 31, 2024 60,860,838 $ 6 $ 1,013,806 $ 321 $ ( 710,052 ) $ 304,081

Common stock issued in a public offering, net of offering expenses 9,583,334 1 269,781 — — 269,782

Issuance of common stock under benefit plans 588,452 — 570 — — 570

Stock-based compensation expense — — 26,234 — — 26,234

Net unrealized gain on short-term investments — — — 2,303 — 2,303

Net loss — — — — ( 161,336 ) ( 161,336 )

Balance at December 31, 2023 59,921,002 $ 6 $ 972,973 $ 345 $ ( 499,748 ) $ 473,576

Issuance of common stock under benefit plans 939,836 — 3,207 — — 3,207

Stock-based compensation expense — — 37,626 — — 37,626

Net unrealized loss on short-term investments — — — ( 336 ) — ( 336 )

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Year Ended December 31,

2024 2023 2022

Cash flows from operating activities

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Stock-based compensation expense 26,234 37,626

Gain on sale of property plant and equipment ( 44 ) —

Non-cash operating lease expense 3,277 3,451

Amortization (accretion) on short-term investments and debt 2,510 ( 4,990 ) ( 1,806 )

Amortization (accretion) on short-term investments 3,956 2,510

Loss on extinguishment of debt 1,828 —

Changes in operating assets and liabilities:

Accounts receivable — 1,983 15

Prepaid expenses and other current assets 2,541 4,717

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Purchase of property and equipment ( 374 ) ( 3,848 )

Net cash provided by (used in) investing activities 140,340 ( 127,012 ) ( 150,204 )

Proceeds from sale of property, plant and equipment 155 —

Net cash provided by investing activities 134,290 140,340

Cash flows from financing activities

Proceeds from sale of common stock in a public offering — 270,251 216,201

Proceeds from issuances of common stock under benefit plans 570 3,207

Payment of offering costs — ( 847 ) ( 557 )

Payment of debt ( 32,267 ) —

Proceeds from term loan, net of issuance costs — 19,910

Net cash provided by financing activities 23,117 274,405 226,854

Net increase (decrease) in cash and cash equivalents 7,954 31,032 ( 17,981 )

Net cash (used in) provided by financing activities ( 31,697 ) 23,117

Net (decrease) increase in cash and cash equivalents ( 25,743 ) 7,954

Cash, cash equivalents and restricted cash at beginning of period 72,670 64,716

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Supplemental disclosures of noncash investing and financing activities:

Net unrealized (loss) gain on short-term investments $ ( 24 ) $ 2,303 $ ( 1,757 )

Purchase of property and equipment in accounts payable $ 112 $ 236

Reclassification of restricted stock awards from liabilities to common stock upon vesting $ — $ — $ 2

Supplemental disclosures of cash flow information related to leases:

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Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 29,779

Decrease in right-of -use assets and liabilities from lease modifications $ — $ 1,821 $ —

The accompanying notes are an integral part of these financial statements.

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Pliant Therapeutics, Inc.

(the “Company” or "Pliant" or “we” or “our” or “us”) is a late stage clinical stage biopharmaceutical company focused on discovering and developing novel therapies for the treatment of fibrosis with an initial focus on treating fibrosis by inhibiting integrin-mediated activation of TGF-β.

Fibrosis refers to the abnormal thickening and scarring of connective tissue due to the production and deposition of excess collagen in the extra-cellular matrix.

Fibrosis can occur in many different tissues including lung, liver, kidney, muscle, skin and the GI tract, and often causes severe and debilitating disease leading to organ failure.

(the “Company” or "Pliant" or “we” or “our” or “us”) is a clinical-stage biopharmaceutical company focused on discovering and developing integrin-based therapeutics.

Our lead program is focused on the development of treatments for solid tumors by inhibiting integrin-mediated activation of transforming growth factor-β (TGF-β) and we also continue to explore the full potential of our drug discovery platform consisting of a proprietary library of over 15,000 integrin binding molecules, focusing on integrin-based target-mediated drug delivery.

The Company is located in South San Francisco, California, and was incorporated in the state of Delaware in June 2015.

Public Offerings

In July 2022, the Company completed a public offering of 12,432,432 shares of common stock, including the exercise in full of the underwriters' option to purchase 1,621,621 additional shares of common stock.

The shares were offered at a price of $ 18.50 per share, resulting in aggregate proceeds of approximately $ 215.4 million, net of underwriting discounts, commissions and offering expenses.

In January 2023, the Company completed a public offering of 9,583,334 shares of common stock, including the exercise in full of the underwriters' option to purchase 1,250,000 additional shares of common stock.

The shares were offered at a price of $ 30.00 per share, resulting in aggregate proceeds of approximately $ 269.8 million, net of underwriting discounts, commissions and offering expenses payable by us.

Summary of Significant Accounting Policies

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The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

Certain prior year reported amounts have been reclassified to conform with the current period presentation.

Use of Estimates

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Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances, however, actual results may differ from those estimates.

Revenue Recognition

The Company accounts for revenues in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ( Topic 606).

To determine revenue recognition for arrangements that fall within the scope of ASC 606, we perform the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when (or as) we satisfy a performance obligation.

We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer.

At contract inception, we assess the goods or services promised within each contract, determine those that are performance obligations, and assess whether each promised good or service is distinct.

We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

To date, our revenues have been generated solely from the Collaboration and License Agreement with Novartis (the “Novartis Agreement”).

The Novartis Agreement, which was terminated effective April 18, 2023, included licenses of intellectual property, cost reimbursements, research and development services, upfront signing fees, milestone payments and royalties on future licensee’s product sales.

As part of accounting for this arrangement, we must apply judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the stand-alone selling price for each distinct performance obligation identified in the contract.

To determine the stand-alone selling price, we rely on assumptions which may include

forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success.

Licenses of Intellectual Property

If the license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

For licenses that are bundled with other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenues.

We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.

Milestone Payments

At the inception of an arrangement that includes development milestone payments, we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method.

If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price.

The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied.

At the end of each reporting period, we re-evaluate the probability of achievement of such development milestones and any related constraint and, if necessary, adjust our estimate of the overall transaction price.

Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration and license revenue in the period of adjustment.

Research and development services

Amounts related to research and development services are recognized as the related services or activities are performed, in accordance with the contract terms.

The cost associated with full-time equivalent researchers is estimated each period and billable to Novartis based at specified full-time equivalent rates.

Sales-based royalties, including milestone payments based on the level of sales, are considered to be predominately related to the license included in the arrangement, and we will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

We did not recognize any royalty revenue from the Novartis Agreement during the period it was in effect.

We recognize contract assets when we have a right to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time.

A receivable will be recorded on the balance sheet when the Company has unconditional rights to consideration (i.e., only the passage of time is required before payment becomes due).

A contract liability is an obligation to transfer goods or services for which the Company has received consideration, or for which an amount of consideration is due from the customer.

Receivables cannot be netted against contract liabilities and would be presented separately from contract assets.

Contract assets and contract liabilities are netted at the contract level.

Fair Value Measurements

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The Company invests in Money Market Funds, United States (“U.S.”) Treasury securities, government notes and corporate debt securities.

The Company limits its credit risk associated with its cash and cash equivalents by placing them with banks and institutions it believes are highly credit worthy and in

highly rated investments.

The Company limits its credit risk associated with its cash and cash equivalents by placing them with banks and institutions it believes are highly credit worthy and in highly rated investments.

However, the Company had deposits in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000.

The Company performs credit evaluations of its customer, and the risk with respect to accounts receivable is further mitigated by the short duration of customer payment terms, generally within 60 days, and the pedigree of the customer base.

During the year ended December 31, 2024, the Company had no revenue or accounts receivable, and during the years ended December 31, 2023 and 2022, Novartis accounted for 100 % of the Company’s revenue and accounts receivable.

During the year ended December 31, 2025 and 2024, the Company had no revenue or accounts receivable.

The Company’s future results of operations involve several other risks and uncertainties.

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There can be no assurance that any product candidates will receive the necessary approvals.

If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a materially adverse impact on the Company.

The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing novel therapies for fibrotic diseases.

If the Company is denied approval, approval is

delayed or the Company is unable to maintain approval for any product candidate, it can have a materially adverse impact on the Company.

The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing novel integrin-based therapies.

The Company’s chief executive officer, who is the chief operating decision maker ("CODM"), reviews financial information on an aggregate basis for allocating and evaluating financial performance;

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To determine whether to record a credit loss, the Company considers issuer specific credit ratings and historical losses as well as current economic conditions and its expectations for future economic conditions.

The Company has not recorded any credit losses during the three years ended December 31, 2024, 2023 and 2022.

The Company has not recorded any credit losses during the years ended December 31, 2025 and 2024.

Property and Equipment, Net

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If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly.

Payments made to third parties

under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and are expensed as services are rendered.

Payments made to third parties under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and are expensed as services are rendered.

Payments associated with licensing agreements to acquire exclusive licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternate commercial use are expensed as incurred.

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As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate.

The recognition and

measurement of tax benefits requires significant judgment.

The recognition and measurement of tax benefits requires significant judgment.

Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.

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Common stock equivalent shares are excluded from the computation of diluted net loss or income per share if their effect is antidilutive.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is generally the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is antidilutive.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net

loss per share attributable to common stockholders is generally the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is antidilutive.

The Company reported a net loss attributable to common stockholders during the years ended December 31, 2025 and 2024.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting - Improvements to Reportable Segment Disclosures”, which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07 “Segment Reporting - Improvements to Reportable Segment Disclosures”, which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

The guidance is effective for the Company's annual periods beginning in 2024 and interim periods beginning in the first quarter of fiscal year 2025.

The Company adopted the standard on December 31, 2024.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

The adoption of this standard did not have a material impact on the Company's financial statements.

See Note 13, Segment, for the updated segment disclosures as a result of adopting this ASU.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

"Improvements to Income Tax Disclosures", which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.

and foreign jurisdictions.

Improvements to Income Tax Disclosures.

ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and more details about the reconciling items in some categories if items meet a quantitative threshold.

The ASU requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted.

The Company is currently evaluating the impact of this standard on its disclosures and will adopt the ASU for its 2025 10-K.

The Company adopted this standard on December 31, 2025.

The adoption of this standard did not have a material impact on the Company's financial statements.

See Note 12, Income Taxes, for the updated income taxes disclosures as a result of adopting this ASU.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses,” which aims to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

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Treasury securities, U.S.

government agency securities and corporate debt securities are classified as Level 2 because they are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency.

government agency

securities and corporate debt securities are classified as Level 2 because they are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency.

These Level 2 instruments require more management judgment and subjectivity compared to Level 1 instruments which include determining which instruments are most similar to the instrument being priced, determining whether the market is active and determining which model-derived valuations are to be used when calculating fair value.

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The Company may sell certain of its short-term securities prior to their stated maturities for reasons including, but not limited to, managing liquidity, credit risk, duration and asset allocation.

The following summarizes the remaining contractual maturities of the Company’s short-term investments as of December 31, 2024:

The following summarizes the remaining contractual maturities of the Company’s short-term investments as of December 31, 2025 (in thousands):

Adjusted Cost Market Value

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Total property and equipment, net $ 2,940 $ 5,525

Depreciation expense during the year ended December 31, 2024 was $ 2.1 million and for each of the years ended December 31, 2023 and 2022 was $ 1.8 million.

Depreciation expense during the years ended December 31, 2025 and 2024 was $ 1.7 million and $ 2.1 million, respectively.

In the fourth quarter of 2025, the Company committed to a plan to sell certain laboratory equipment that was no longer required following the restructuring of operations initiated May 1, 2025.

Management determined that the asset met the criteria for classification as held for sale in accordance with ASC 360, "Property, Plant and Equipment."

The Company intends to divest these assets as part of their strategic realignment of resources, focusing on the development of PLN-101095 and the drug discovery platform.

The assets were measured at the lower of their carrying value or fair value less cost to sell, and reclassified to "Property and equipment held for sale" within current assets on the Balance Sheets as of December 31, 2025.

Depreciation ceased to be recognized on the assets after the date of its held-for-sale classification.

Laboratory equipment held for sale $ 1,040 $ —

Impairment loss recognized — —

Total property and equipment held for sale, net $ 1,040 $ —

Prepaid Expenses and Other Current Assets

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Interest receivable 823 2,302

Other 163 1,272

Total prepaid expenses and other current assets $ 4,464 $ 6,540

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$ 9,634 $ 12,353

Accrued compensation and benefits consist primarily of accrued bonuses and accrued vacation.

Accrued compensation and benefits consist primarily of accrued bonuses, accrued restructuring cost and accrued vacation.

In May 2022, as amended in October 2022, we entered into a term loan facility (the “Oxford Loan Agreement”) with Oxford Finance LLC (the "Lender") for up to $ 100.0 million.

In connection with the Oxford Loan Agreement, we granted a security interest in substantially all of our current and future assets.

At closing, we entered into a term loan for $ 10.0 million and we decided not to draw upon the additional $ 65.0 million that became available to us over the course of 2023

as certain conditions related to the development of bexotegrast and one of our preclinical product candidates were satisfied.

At closing, we entered into a term loan for $ 10.0 million and we decided not to draw upon the additional $ 65.0 million that became available to us over the course of 2023 as certain conditions related to the development of bexotegrast and one of our preclinical product candidates were satisfied.

As of December 31, 2023, the time period to draw upon the additional $ 65.0 million had lapsed.

On March 11, 2024, we entered into an Amended and Restated Loan and Security Agreement (the “Amended Loan Agreement”) with the Lender to borrow a series of term loans up to an aggregate principal amount of $ 150.0 million (the “Term Loans”), of which $ 50.0 million is subject to the Lender’s sole discretion.

The availability of additional term loans is dependent upon the status of BEACON-IPF, a global Phase 2b trial in patients with idiopathic pulmonary fibrosis (IPF).

Pursuant to the Amended Loan Agreement, we drew an initial Term Loan of $ 30.0 million, inclusive of $ 10.0 million in principal amount previously outstanding under the Oxford Loan Agreement.

Under the agreement, additional borrowing of up to an additional $ 70.0 million of Term Loans would be available at our option, $ 35.0 million being available commencing October 1, 2025 contingent upon the continued operation of the BEACON-IPF study and a further $ 35.0 million being available upon demonstrating that BEACON-IPF had achieved positive Phase 2b data sufficient to support continued development, in the sole discretion of Oxford.

Given the discontinuation of the BEACON-IPF trial, we do not expect to have access to additional borrowing under the Oxford Agreement.

Refer to Note 19 for further discussion regarding the discontinuation of BEACON-IPF.

In connection with the Amended Loan Agreement, the Company granted the Lender a security interest in substantially all of the Company’s assets now owned or hereafter acquired, excluding intellectual property to the extent the aggregate amount of Term Loans advanced and outstanding does not exceed $ 50.0 million (but including the right to payments and proceeds of intellectual property) and certain customary exceptions.

There are no warrants or current financial covenants associated with the Amended Loan Agreement, however, if the aggregate original principal amount of Term Loans exceeds $ 30.0 million and, in Oxford’s sole discretion, bexotegrast demonstrates negative Phase 2b or Phase 3 data in IPF, or the Company has been issued a complete response letter by the FDA for its IPF new drug application submission, the Company is required to maintain a cash balance of at least 50 % of the aggregate outstanding principal of Term Loans then outstanding.

The principal amount outstanding under the Term Loans will accrue interest at a floating per annum rate equal to (i) the greater of (a) 1-month term Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) on the last business day of the month that immediately precedes the month in which the interest will accrue and (b) three and one-half percent ( 3.50 %) plus (ii) five and one-quarter percent ( 5.25 %), subject to an agreed upon floor of 8.75 %.

Beginning on July 1, 2028, which may be extended to July 1, 2029 (subject to certain conditions set forth in the Amended Loan Agreement), the Company is required to repay the Term Loans in consecutive equal monthly payments of principal, together with applicable interest, in arrears.

Interest on the Term Loans is paid on a monthly basis.

All unpaid principal and accrued and unpaid interest with respect to each Term Loan will be due and payable in full on March 1, 2029, which may be extended to March 1, 2030 (subject to certain conditions set forth in the Amended Loan Agreement).

Accrued interest as of December 31, 2024 and December 31, 2023 is included in other accrued liabilities.

The Company will be required to make a final payment of 5.50 % (or 7.25 % if the amortization date of the Term Loans has been extended to July 1, 2029 (as discussed above)) of the original principal amount of the Term Loans that were drawn, payable at maturity or upon any earlier acceleration or prepayment of the Term Loans.

The Company may prepay the Term Loans in whole or in part, subject to a prepayment fee equal to (i) if prepaid on or before the first anniversary date of the funding date of such Term Loan, 3.00 % of the principal amount of the applicable Term Loan prepaid, (ii) if prepaid after the first anniversary and on or before the second anniversary of the funding date of such Term Loan, 2.00 % of the principal amount of the applicable Term Loan prepaid, and (iii) if prepaid after the second anniversary and on or before the third anniversary of the funding date of such Term Loan prepaid, 1.00 % of the principal amount of the applicable Term Loan prepaid.

The Agreement contains representations and warranties, affirmative, and negative covenants, and events of default that are customary for loans of this type.

The occurrence of an event of default could result in the acceleration of the obligations under the Amended Loan Agreement, termination of the Term Loan commitments and the right by the Lender to foreclose on the collateral securing the obligations.

During the existence of an event of default, the Term Loans would accrue interest at a rate per annum equal to 5.00 % above the otherwise applicable interest rate.

The estimated fair value of the term loan as of December 31, 2024 was measured using Level 3 inputs and approximates the carrying value recorded to the balance sheet.

The effective interest rate for the term loan is 11.51 % for December 31, 2024 and 12.69 % for the years ended December 31, 2023 and 2022, respectively.

Interest expense during the years ended December 31, 2024, 2023 and 2022 was $ 3.0 million, $ 1.3 million and $ 0.8 million, respectively.

Future maturities of debt as of December 31, 2024 are as follows (in thousands):

As of December 31, 2024

2028 $ 20,000

unamortized debt issuance costs ( 166 )

Accretion of final payment 377

Total $ 30,211

Novartis Collaboration and License Agreement (the "Novartis Agreement")

In 2019, we entered into the Novartis Agreement with Novartis Institutes for BioMedical Research, Inc.

(“Novartis”) for the development and commercialization of our preclinical product candidate, PLN-1474, and up to three additional integrin research targets.

We assessed the Novartis Agreement in accordance with ASC 606 and determined that Novartis was a customer and identified the following performance obligations:

(1) to provide worldwide license rights to PLN-1474, (2) to provide research and development services for PLN-1474, (3) to provide non-exclusive license rights to integrin research targets, and (4) to provide research and development services on integrin research targets.

On February 17, 2023, Novartis exercised their right to terminate the Novartis Agreement.

The termination took effect on April 18, 2023, and effective upon the termination, all rights and licenses granted to Novartis under the Novartis Agreement, including PLN-1474, the related investigational new drug (“IND”), and the validated research target, reverted back to us.

The payment obligations of Novartis with respect to future milestones, royalties and research and development funding were also terminated.

Revenues associated with the Novartis Agreement for the years ended December 31, 2024, 2023 and 2022, were nil , $ 1.6 million and $ 9.7 million, respectively, which consisted of revenue generated from research and development services and a $ 4.0 million contingent payment received in 2022 associated with the integrin research target program.

As of December 31, 2024 and 2023, there were no receivables, contract assets or contract liabilities related to the Novartis Agreement.

The principal amount outstanding under the Term Loans accrued interest at a floating per annum rate equal to (i) the greater of (a) 1-month term Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) on the last business day of the month that immediately precedes the month in which the interest will accrue and (b) three and one-half percent ( 3.50 %) plus (ii) five and one-quarter percent ( 5.25 %).

On October 14, 2025, the Company made a full voluntary prepayment of $ 32.4 million and recorded a loss on extinguishment of debt of $ 1.8 million, representing the difference between the prepayment amount and the carrying value of debt including accrued interest as of the extinguishment date.

Upon prepayment, the term loan, related security interests, and all other obligations, covenants, debts and liabilities under the Amended Loan Agreement were satisfied and discharged in full and the Amended Loan Agreement and all other documents entered into in connection with the Amended Loan Agreement were terminated.

The effective interest rate for the term loan through the prepayment date was 10.64 % and 11.51 % for the year ended December 31, 2025 and 2024, respectively.

Interest expense during the years ended December 31, 2025 and 2024 was $ 2.5 million and $ 3.0 million, respectively.

Preferred Stock

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No dividends have been declared or paid by the Company since its inception.

The terms of the Amended Loan Agreement restrict our ability to declare and pay dividends.

The holders of shares of common stock are entitled to share ratably in the Company’s remaining assets available for distribution to its stockholders in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or upon occurrence of a deemed liquidation event.

2 unchanged sentences

Vesting of RSUs 858,247 932,634

Vesting of PSUs* — 328,752

Shares of common stock available for future grants under the 2020 Stock Option and Incentive Plan 7,832,167 4,212,229

2 unchanged sentences

Total shares reserved for future issuance 19,263,616 16,200,412

*PSUs granted and outstanding based on target level of achievement of 100 %.

Stockholder Rights Agreement

On March 12, 2025, the Company's board of directors adopted the Rights Plan and declared a dividend of one right (each, a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on March 25, 2025.

Each Right entitles its holder, subject to the terms of the Rights Plan, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.0001 per share, of the Company at an exercise price of $ 12.64 per Right, subject to adjustment.

The description and terms of the Rights are set forth in the Rights Plan, dated as of March 12, 2025, by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent.

Subject to certain exceptions, Rights become exercisable and trade separately from our common stock only upon the earlier of (i) the close of business on the tenth business day following the public announcement of an Acquiring Person (as defined in the Rights Plan) beneficially owning 20 %, when referring to a passive investor, and 10 %, when referring to a person that is not a passive investor, or more of our common stock, and (ii) the close of business on the tenth business day after the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person.

On March 3, 2026, the Company entered into an Amendment to the Stockholder Rights Agreement to extend the expiration time of the Rights for one year from March 11, 2026 to March 11, 2027, unless the Rights are earlier redeemed, exchanged, or terminated in accordance with the terms and conditions of the Rights Agreement.

The Rights Plan is intended to reduce the likelihood that any entity, person or group is able to gain control of the Company through open market accumulation without paying all stockholders an appropriate control premium or providing the board of directors sufficient opportunity to make informed judgments and take actions that are in the best interests of the Company and all stockholders.

The Rights Plan is not intended to interfere with any merger or other business combination approved by the board of directors.

Stock-Based Compensation

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Year Ended December 31,

2024 2023 2022

Min Max Min Max Min Max

Min Max Min Max

Expected volatility 86.82 % 89.30 % 85.02 % 88.02 %

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Underlying common stock fair value $ 1.37 $ 12.63 $ 11.09 $ 17.44

A summary of option activity under the 2015 Plan and the 2020 Plan is as follows:

A summary of option activity under the 2015 Plan, 2020 Plan and Inducement Plan is as follows:

Options Weighted-

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As of December 31, 2025, there was $ 18.8 million of unrecognized compensation costs that is expected to be recognized over the weighted-average periods of 2.3 years related to stock options.

The total intrinsic value of stock options exercised was $ 1.9 million, $ 11.4 million and $ 2.0 million for December 31, 2024, 2023 and 2022, respectively.

The total intrinsic value of stock options exercised was $ 5 thousand, and $ 1.9 million for December 31, 2025, and 2024, respectively.

Intrinsic value represents the difference between the current fair value of the underlying stock and the exercise price of the stock option at the respective balance sheet dates.

1 unchanged sentence

Restricted Stock Units

The service-based condition for restricted stock units ("RSUs") is generally satisfied over two or three years .

The service-based condition for restricted stock units ("RSUs") is satisfied over three years .

The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2025:

7 unchanged sentences

Performance-Based Restricted Stock Units

In July 2022 the Company granted performance-based restricted stock units ("PSUs") that vest upon the achievement of market and performance conditions.

Market conditions include the Company's total shareholder return ("TSR") relative to the NASDAQ Biotechnology Index over the term of the award ending on June 30, 2024, and performance conditions consist of multiple clinical development milestones associated with bexotegrast.

The performance vesting conditions generally must be satisfied within a two-year period and are forfeited if the vesting conditions are not met.

Additionally, the number of shares of common stock issued upon vesting will range from 0 % to 200 % of the PSUs based on achievement of certain targets.

The fair value of PSUs with clinical development vesting conditions were determined to be equal to the fair market value of the Company's share price on the date of grant.

The fair value of the TSR PSUs were derived from a Monte Carlo simulation model that used the following key assumptions:

Valuation date share price $ 17.57

Award term (years) 1.92

Volatility 70.62 %

Correlation coefficient 0.3508

Average peer group volatility 79.69 %

Average peer group correlation coefficient 0.4397

Risk free interest rate 2.84 %

The following table sets forth the outstanding PSUs associated with the TSR goal and related activity for the years ended December 31, 2024 and 2023:

Performance Stock Units Weighted Average Grant Date Fair Value

Unvested balance as of December 31, 2022 354,532 $ 29.15

Forfeited ( 25,782 ) $ 29.15

Unvested balance at December 31, 2023 328,750 $ 29.15

Vested ( 155,290 ) $ 29.15

Forfeited ( 173,460 ) 29.15

Unvested balance at December 31, 2024 — $ —

As of December 31, 2022, 177,266 PSUs, with a weighted average grant date fair value of $ 17.57 , associated with clinical development milestones met their vesting conditions.

In March and July 2023 the second and the third clinical development vesting conditions were achieved and the remaining 531,792 PSUs relating to clinical development vesting conditions vested.

There are no remaining PSUs outstanding as of December 31, 2024.

In July 2022 the Company granted performance-based restricted stock units ("PSUs") that vested upon the achievement of market and performance conditions.

Market conditions included the Company's total shareholder return ("TSR") relative to the NASDAQ Biotechnology Index over the term of the award ending on June 30, 2024, and performance conditions consisted of multiple clinical development milestones associated with bexotegrast.

The PSUs associated with clinical development milestones vested in 2023 and the market-based PSUs vested at 55 % of their target in 2024.

Stock based compensation associated with PSUs was nil for the twelve months ended December 31, 2025 and $ 1.3 million for the twelve months ended December 31, 2024.

There were no PSUs outstanding as of December 31, 2025 and 2024.

2020 Employee Stock Purchase Plan

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At the end of the purchase period, eligible employees are permitted to purchase shares of common stock at the lower of 85 % of the fair market value at the beginning or end of the offering period subject to tax limitations on the total value of the purchase.

The 2020 ESPP is considered a compensatory plan, and the Company recorded $ 0.5 million, $ 0.6 million and $ 0.4 million in stock-based compensation expense for years ended December 31, 2024, 2023 and 2022, respectively.

During the years ended December 31, 2024, 2023 and 2022, 110,222 shares, 82,428 shares and 85,969 shares, respectively, of common stock were issued under the 2020 ESPP.

The 2020 ESPP is considered a compensatory plan, and the Company recorded $ 0.2 million, and $ 0.5 million in stock-based compensation expense for years ended December 31, 2025, and 2024, respectively.

During the years ended December 31, 2025, and 2024, 211,218 shares, and 110,222 shares, respectively, of common stock were issued under the 2020 ESPP.

The Company used the Black-Scholes option pricing model to estimate stock-based compensation expense for the 2020 ESPP with the following assumptions:

Year Ended December 31,

2024 2023 2022

Risk-free interest rate 3.99 % - 4.29 %

4.80 % - 5.27 %

0.60 % - 3.34 %

Expected term of options (in years) 0.50 0.50

1 unchanged sentence

50.95 % - 63.92 %

63.17 % - 82.02 %

Expected dividends — % — %

2 unchanged sentences

Year Ended December 31,

2024 2023 2022

Restricted stock awards $ — $ — $ 36

Stock options and ESPP $ 18,065 $ 24,764

5 unchanged sentences

The Company had a pre-tax U.S.

book loss of $ 210.3 million, $ 161.3 million, and $ 123.3 million, for the years ended December 31, 2024, 2023 and 2022, respectively.

During the years ended December 31, 2024, 2023 and 2022, the Company did not record an income tax provision.

The Company will continue to maintain a 100 % valuation allowance on total deferred tax assets.

The Company believes it is more likely than not that the related deferred tax assets will not be realized.

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective income tax rate is as follows:

book loss of $ 149.3 million and $ 210.3 million for the years ended December 31, 2025 and 2024, respectively.

During the twelve months ended December 31, 2025 and 2024, the Company did not record an income tax provision.

The Company continues to maintain a 100 % valuation allowance on total deferred tax assets as the Company believes it is more likely than not that the related deferred tax assets will not be realized.

The following table is a reconciliation of the U.S.

federal statutory rate of 21.0% to our effective tax rate for the year ended December 31, 2025, in accordance with the guidance in ASU 2023-09 (in thousands, except percentages):

Year Ended December 31,

2024 2023 2022

Amount Percentage

US Federal Statutory Tax Rate $ ( 31,362 ) 21.0 %

State taxes, net of federal tax benefit * ( 205 ) 0.2 %

R&D Credits ( 5,889 ) 3.9 %

Change in Valuation Allowance 30,182 ( 20.2 ) %

Nondeductible Items:

Stock Based Compensation 3,998 ( 2.7 ) %

Section 162(m) 1,659 ( 1.1 ) %

Permanent Items 35 — %

Worldwide changes in unrecognized tax benefits 1,582 ( 1.1 ) %

Effective income tax rate $ — — %

* California comprised the majority of tax effect in this category

The following table is a reconciliation of the U.S.

federal statutory tax rate of 21.0% to our effective tax rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09:

Year Ended December 31,

Income tax computed at federal statutory rate 21.0 %

17 unchanged sentences

Deferred tax liabilities:

Fixed asset basis — ( 123 )

Prepaid expenses ( 300 ) ( 331 )

14 unchanged sentences

Subsequent ownership changes may affect the limitation in future years.

During the years ended December 31, 2024 and 2023, the Company recorded a full valuation allowance on federal and state deferred balances since management does not forecast the Company to be in a profitable position in the near

During the years ended December 31, 2025 and 2024, the Company recorded a full valuation allowance on federal and state deferred balances since management does not forecast the Company to be in a profitable position in the near future.

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2025 and 2024 related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands):

17 unchanged sentences

December 31 $ 11,890 $ 10,239

Effective January 1, 2022, we are subject to mandatory capitalization of Section 174 research and development expenditures.

The capitalized expenses are subject to amortization over five and fifteen years for expenses incurred within the U.S.

and outside of U.S., respectively.

The Company did not make cash payment for income taxes in the years ended December 31, 2025 and 2024.

The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing novel therapies for patients.

6 unchanged sentences

GAAP to the Company’s total net loss in the statements of operations (in thousands)

2024 2023 2022

Revenue $ — $ —

8 unchanged sentences

Interest expense 2,559 3,024

Loss on extinguishment of debt 1,828 —

Net loss $ 149,344 $ 210,304

6 unchanged sentences

From time to time, the Company may become involved in legal proceedings arising from the ordinary course of business.

The Company record a liability for such matters when it is probable that future losses will be incurred and that such losses can be reasonably estimated.

The Company records a liability for such matters when it is probable that future losses will be incurred and that such losses can be reasonably estimated.

Significant judgment by us is required to determine both probability and the estimated amount.

9 unchanged sentences

The Company currently has directors’ and officers’ insurance.

On September 28, 2023, the Company entered into a lease agreement for premises consisting of approximately 100,904 square feet of office and laboratory space located at Oyster Point Blvd, South San Francisco, California (the "Oyster Point Lease"), which is being used as a single unified the Company headquarters.

The lease term of approximately seven years started in the second quarter of 2024 when the Landlord substantially completed tenant improvements, and may be extended for a period of eight years at then prevailing market rates for a comparable property.

Future lease payments are approximately $ 41.9 million which represent payments due for the initial term of the lease.

Total future lease payments are approximately $ 38.3 million which represent payments due for the initial term of the lease.

We excluded extension options that are not reasonably certain to be exercised from our lease terms.

27 unchanged sentences

As of December 31,

2024 2023 2022

Operating lease costs $ 6,022 $ 5,756

1 unchanged sentence

Total expense $ 7,967 $ 7,184

Related Party Transactions

In June 2022 and 2021, the Company granted 15,000 and 26,572 stock options with a grant date fair value of $ 0.1 million and $ 0.5 million to partners of Third Rock Ventures who were also serving as non-employee directors on the Company's Board of Directors.

Both of the non-employee directors resigned from the Company's Board of Directors in 2022.

The shares of common stock subject to these options have all vested .

The stock-based compensation expense related

to these options was immaterial during the year ended December 31, 2022.

There were no related party transactions during the years ended December 31, 2024 and 2023.

Defined Contribution Plan

1 unchanged sentence

Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations.

The Company made contributions to the plan of $ 1.3 million, $ 1.0 million and $ 0.8 million during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company made contributions to the plan of $ 1.3 million, and $ 1.0 million during the years ended December 31, 2025, and 2024, respectively.

Restructuring of Operations

On May 1, 2025, we announced a reduction in workforce that impacted approximately 45 % of our then-current employees.

This restructuring plan amounted to $ 3.8 million inclusive of severance, retention bonus and COBRA payment, and was completed and settled in cash as of December 31, 2025.

$ 2.8 million was recorded to research and development expenses and $ 1.0 million was recorded to general and administrative expenses for the year ended December 31, 2025.

In December 2025, we initiated an additional restructuring plan totaling $ 2.5 million.

The restructuring plan was completed on December 15, 2025 and the entire cost, consisting of severance and a benefits continuation payment was accrued within Accrued Compensation and Benefits as of December 31, 2025.

$ 2.2 million was recorded to research and development expenses and $ 0.3 million was recorded to general and administrative expenses for the year ended December 31, 2025.

Net Loss Per Share Attributable to Common Stockholders

1 unchanged sentence

Year Ended December 31,

2024 2023 2022

Options to purchase common stock 7,456,066 8,300,804

Restricted stock units 858,247 932,634

Performance-based restricted stock units* — 328,750 354,532

Total 8,314,313 9,233,438

*PSUs outstanding based on target level of achievement of 100 %.

Subsequent Event

In March 2025, we announced that we were discontinuing the BEACON-IPF Phase 2b trial following a prespecified data review and recommendation by the trial’s independent DSMB, as well as a secondary review and recommendation by an outside expert panel, due to an imbalance in safety events between the treatment and placebo groups.

The Company plans to analyze the complete data from the BEACON-IPF trial and evaluate next steps for bexotegrast’s development.

On March 3, 2026, the Company entered into an Amendment to Stockholder Rights Agreement to extend the expiration time of the Rights for one year from March 11, 2026 to March 11, 2027, unless the Rights are earlier redeemed, exchanged, or terminated in accordance with the terms and conditions of the Rights Agreement.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data