**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

 

**(Mark One)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2021**

**OR**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**FOR THE TRANSITION PERIOD FROM                     TO                    **

**Commission File Number 001-39303**

 

 

**PLIANT THERAPEUTICS, INC.**

**(Exact name of Registrant as specified in its Charter)**

 

 

 
**Delaware** **47-4272481**
**(State or other jurisdiction of**

**incorporation or organization)**
 
**(I.R.S. Employer**

**Identification No.)**

**260 Littlefield Avenue**

**South San Francisco, CA**
 **94080****(Address of principal executive offices)** **(Zip Code)**
**Registrant’s telephone number, including area code: (650)481-6770**

**Securities registered pursuant to Section 12(b) of the Act:**

 

**Title of Each Class of SecuritiesRegistered**
 
**Trading**

**Symbol**
 
**Name of Each Exchange**

**on which Securities are Registered**
**Common Stock, par value $0.0001 per share** **PLRX** **The Nasdaq Stock Market LLC**
**Securities registered pursuant to Section 12(g) of the Act: None**

 

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.    YES  ☐    NO  ☒ 

Indicate by check mark if the Registrant is not requiredto file reports pursuant to Section 13 or 15(d) of the Act.    YES  ☐    NO  ☒ 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.    YES  ☒    NO  ☐ 

Indicate by check mark whether the Registranthas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the Registrant was required to submit such files).    YES  ☒    NO  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 
Large accelerated filer ☒  Accelerated filer ☐Non-accelerated filer ☐  Smaller reporting company ☐Emerging growth company ☐   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒ 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).    YES  ☐    NO  ☒ 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The NASDAQ Stock Market on June 30, 2021,was $751,814,002. 

The number of shares of Registrant’s Common Stock outstanding as of February 25, 2022 was 36,113,521. 

DOCUMENTS INCORPORATED BY REFERENCE 

Portions ofthe registrant’s definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered bythis Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K

 

 

 
**

**EXPLANATORY NOTE**

Pliant Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report onForm 10-K for the year ended December 31, 2021, originally filed with the Securities and Exchange Commission on March 1, 2022 (the “Original Filing”), to file Exhibit 23.1, Consent ofDeloitte & Touche LLP (“Deloitte”), Independent Registered Public Accounting Firm, to the incorporation by reference of Deloitte’s report dated February 28, 2022 relating to the financial statements of PliantTherapeutics, Inc. and the effectiveness of Pliant Therapeutics, Inc.’s internal control over financial reporting into the Company’s Registration Statement Nos. 333-238922 and 333-254361 on Form S-8 and Registration Statement No. 333-257684 on Form S-3 (the“Auditor Consent”). The Original Filing inadvertently omitted the Auditor Consent. This Amendment is being filed solely to provide the Auditor Consent. 

Except as described in this Explanatory Note, this Amendment does not modify, amend, or update in any way the financial information or anyother information set forth in the Original Filing. 

**Item 15. Exhibits**

Item 15 of the Original Filing is hereby amended solely to update the Exhibit Index to include the Consent of Deloitte & Touche LLP(23.1) with the new certifications required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The updated Exhibit Index is below. 

 
      
**Incorporated by Reference**

**Exhibit**

**Number**
  
**Exhibit Description**
  
**Form**
  
**File No.**
  
**Exhibit**
  
**Filing**

**Date**
3.1  Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.   10-Q  001-39303  3.1  August 11, 20203.2  Amended and Restated Bylaws of the Registrant, as currently in effect.   8-K  001-39303  3.2  December 15, 20204.1  Specimen Common Stock Certificate of the Registrant.   S-1/A  333-238146  4.1  May 26, 20204.2  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, 20204.3†  Description of the Registrant’s Securities         10.1#  2020 Stock Option and Incentive Plan and forms of award agreement.   S-1/A  333-238146  10.2  May 26, 202010.2#  2015 Equity Incentive Plan and forms of award agreements thereunder.  S-1  333-238146  10.1  May 11, 202010.3#  2020 Employee Stock Purchase Plan.   S-1/A  333-238146  10.3  May 26, 202010.4#  Senior Executive Cash Incentive Bonus Plan.   S-1  333-238146  10.4  May 11, 202010.5#  Non-Employee Director Compensation Policy.   S-1/A  333-238146  10.6  May 26, 202010.6#  Prior Non-Employee Director Compensation Policy.   S-1  333-238146  10.5  May 11, 2020
10.7#  Executive Severance Plan.   S-1  333-238146  10.7  May 11, 202010.8#  Offer Letter, by and between the Registrant and Mike Ouimette, dated August 17, 2020.   10-Q  001-39303  10.1  November 10. 202010.9#  Offer Letter, by and between the Registrant and Barbara Howes, dated May 1, 2019.   S-1  333-238146  10.12  May 11, 202010.10#  Offer Letter, by and between the Registrant and Éric Lefebvre, M.D., dated February 28, 2018.   S-1  333-238146  10.11  May 11, 202010.11#  Offer Letter, by and between the Registrant and Keith Cummings, M.D., MBA, dated November 29, 2018.   S-1  333-238146  10.10  May 11, 202010.12#  Offer Letter, by and between the Registrant and Hans Hull, J.D., dated February 10, 2016.   S-1  333-238146  10.9  May 11, 202010.13#  Offer Letter, by and between the Registrant and Bernard Coulie, M.D., Ph.D., dated October 12, 2015.   S-1  333-238146  10.8  May 11, 202010.14  Form of Indemnification Agreement, by and between the Registrant and each of its directors and certain officers.   S-1  333-238146  10.13  May 11, 202010.15  Office Lease, by and between the Registrant and 260 Littlefield Avenue South San Francisco, California 94080, dated February 6, 2018.   S-1  333-238146  10.14  May 11, 202010.16†  Collaboration and License Agreement, by and between the Registrant and Novartis Institutes For Biomedical Research, Inc., dated October 17, 2019.   S-1  333-238146  10.15  May 11, 202023.1††  Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.         31.1  Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   10-K  001-39303  31.1  March 1, 2022
31.2  Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   10-K  001-39303  31.2  March 1, 202231.3††  Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.         31.4††  Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.         32.1**  Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   10-K  001-39303  31.1  March 1, 2022101.INS  XBRL Instance Document        101.SCH  XBRL Taxonomy Extension Schema Document        101.CAL  XBRL Taxonomy Calculation Linkbase Document        101.DEF  XBRL Taxonomy Extension Definition Document        101.LAB  XBRL Taxonomy Label Linkbase Document        101.PRE*  XBRL Taxonomy Presentation Linkbase Document        
 
**
The certifications furnished in Exhibit 32.1 to the Original Filing are deemed to be furnished with the AnnualReport 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 specificallyincorporates them by reference. 
#
Represents management compensation plan, contract or arrangement. 
††
Filed herewith. 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly causedthis Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2021 to be signed on its behalf by the undersigned, thereunto duly authorized. 

 
  PLIANT THERAPEUTICS, INC.Date: March 1, 2022  By: 
/s/ Bernard Coulie
   Bernard Coulie, M.D., Ph.D.   President and Chief Executive OfficerDate: March 1, 2022  By: 
/s/ Keith Cummings
   Keith Cummings, M.D., M.B.A.   Chief Financial Officer