SEC Filing - Pliant Therapeutics, Inc.

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plrx-10q_20200930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020


☐	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		(I.R.S. Employer
incorporation or organization)		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 Securities Registered

Trading

Symbol

Name of Each Exchange on which Securities are Registered

Common Stock, par value $0.0001 per share

PLRX

The Nasdaq Global Select Market

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 Act of 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 past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has 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 for such 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-accelerated filer, 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 period for 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of November 7, 2020, the registrant had 35,479,853 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3
	Condensed Balance Sheets as September 30, 2020 (Unaudited) and December 31, 2019	3
	Condensed Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2020 and 2019 (Unaudited)	4
	Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2020 and 2019 (Unaudited)	5
	Condensed Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (Unaudited)	7
	Notes to Condensed Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

PART II.	Other Information	42

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	85
Item 3.	Defaults Upon Senior Securities	85
Item 4.	Mine Safety Disclosures	85
Item 5.	Other Information	85
Item 6.	Exhibits	86

Signatures		87

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Pliant Therapeutics, Inc.

Condensed Balance Sheets

(Unaudited)

(In thousands, except number of shares and per share amounts)

	September 30, 2020			December 31, 2019
Assets
Current assets
Cash and cash equivalents	$	55,224		$	85,807
Short-term investments		238,776			16,966
Accounts receivable		7,131			7,052
Tax credit receivable		83			333
Prepaid expenses and other current assets		6,515			1,742
Total current assets		307,729			111,900
Property and equipment, net		4,144			4,079
Other non-current assets		451			3,085
Total assets	$	312,324		$	119,064
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	3,140		$	1,250
Accrued liabilities (Note 5)		7,886			6,922
Total current liabilities		11,026			8,172
Other long-term liabilities (Note 5)		952			912
Total liabilities		11,978			9,084
Commitments and Contingencies (Note 13)
Preferred stock, $0.0001 par value; 10,000,000 shares and 0 shares authorized at September 30, 2020 and December 31, 2019, respectively; 0 shares issued and outstanding at September 30, 2020 and December 31, 2019;		—			—
Series A redeemable convertible preferred stock, $0.0001 par value; 0 and 56,000,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; 0 and 56,000,000 shares issued and outstanding, at September 30, 2020 and December 31, 2019, respectively; aggregate liquidation preference of $0 and $62,468 at September 30, 2020 and December 31, 2019, respectively;		—			62,468
Series B redeemable convertible preferred stock, $0.0001 par value; 0 shares and 49,501,221 shares authorized at September 30, 2020 and December 31, 2019, respectively; 0 shares and 49,501,221 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively; aggregate liquidation preference of $0 and $75,860 at September 30, 2020 and December 31, 2019, respectively;		—			75,860
Series C redeemable convertible preferred stock, $0.0001 par value; 0 shares and 44,000,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; 0 shares and 26,360,745 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively; aggregate liquidation preference of $0 and $47,947 at September 30, 2020 and December 31, 2019, respectively;		—			47,947
Stockholders’ equity (deficit)
Common stock, $0.0001 par value; 300,000,000 and 181,000,000 shares authorized at September 30, 2020 and December 31, 2019; and 35,465,715 and 1,846,024 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively;		3			1
Additional paid-in capital		399,162			—
Accumulated deficit		(98,801	)		(76,295	)
Accumulated other comprehensive loss		(18	)		(1	)
Total stockholders’ equity (deficit)		300,346			(76,295	)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	312,324		$	119,064

*	The condensed balance sheet as of December 31, 2019 has been derived from the audited financial statements as of that date.

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

Pliant Therapeutics, Inc.

Condensed Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except number of shares and per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Revenue — related party	$	4,814		$	—		$	37,352		$	—
Operating expenses:
Research and development		(16,884	)		(10,779	)		(48,339	)		(35,626	)
General and administrative		(4,591	)		(2,583	)		(11,642	)		(7,827	)
Total operating expenses		(21,475	)		(13,362	)		(59,981	)		(43,453	)
Loss from operations		(16,661	)		(13,362	)		(22,629	)		(43,453	)
Interest income		72			148			392			701
Other income (expense), net		55			(41	)		(269	)		(48	)
Net loss	$	(16,534	)	$	(13,255	)	$	(22,506	)	$	(42,800	)
Accretion to redemption value and cumulative dividends on redeemable convertible preferred stock		—			(1,375	)		—			(4,078	)
Net loss attributable to common stockholders	$	(16,534	)	$	(14,630	)	$	(22,506	)	$	(46,878	)
Net loss per share, attributable to common stockholders:
Basic	$	(0.47	)	$	(8.53	)	$	(1.36	)	$	(30.03	)
Diluted	$	(0.47	)	$	(8.53	)	$	(1.36	)	$	(30.03	)
Shares used in computing net loss per share attributable to common stockholders:
Basic		35,445,504			1,714,285			16,592,746			1,561,242
Diluted		35,445,504			1,714,285			16,592,746			1,561,242
Comprehensive loss:
Net loss	$	(16,534	)	$	(13,255	)	$	(22,506	)	$	(42,800	)
Net unrealized gain (loss) on short-term investments	$	12		$	(10	)	$	(17	)	$	1
Total other comprehensive income (loss)		12			(10	)		(17	)		1
Comprehensive loss	$	(16,522	)	$	(13,265	)	$	(22,523	)	$	(42,799	)

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

Pliant Therapeutics, Inc.

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Unaudited)

(In thousands, except number of shares and per share amounts)

	Redeemable Convertible Preferred Stock																							Additional			Accumulated Other						Total
	Series A						Series B						Series C						Common Stock					Paid-In			Comprehensive			Accumulated			Stockholders’
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount		Capital			Gain (Loss)			Deficit			Equity (Deficit)
Balance at December 31, 2019		56,000,000		$	62,468			49,501,221		$	75,860			26,360,745		$	47,947			1,846,024		$	1	$	—		$	(1	)	$	(76,295	)	$	(76,295	)
Issuance of Series C redeemable preferred stock, net of issuance costs of $167		—			—			—			—			28,527,313			52,038			—			—		—			—			—			—
Vesting of founders’ common stock and restricted stock awards		—			—			—			—			—			—			52,093			—		4			—			—			4
Option exercises		—			—			—			—			—			—			8,252			—		26			—			—			26
Stock-based compensation expense		—			—			—			—			—			—			—			—		425			—			—			425
Net unrealized gain on short-term investments		—			—			—			—			—			—			—			—		—			60			—			60
Net income		—			—			—			—			—			—			—			—		—			—			11,029			11,029
Balance at March 31, 2020		56,000,000		$	62,468			49,501,221		$	75,860			54,888,058		$	99,985			1,906,349	*	$	1	$	455		$	59		$	(65,266	)	$	(64,751	)
Issuance of common stock upon initial public offering, net of issuance costs		—			—			—			—			—			—			10,350,000		1			148,399			—			—			148,400
Issuance of common stock upon private placement		—			—			—			—			—			—			625,000			—		10,000			—			—			10,000
Vesting of founders’ common stock and restricted stock awards		—			—			—			—			—			—			40,102			—	1				—			—			1
Option exercises		—			—			—			—			—			—			73,719			—	177				—			—			177
Conversion of Series A, B, C convertible preferred stock to common stock		(56,000,000	)		(62,468	)		(49,501,221	)		(75,860	)		(54,888,058	)		(99,985	)		22,432,029		1			238,292			—			—			238,293
Stock-based compensation expense		—			—			—			—			—			—			—			—	786				—			—			786
Net unrealized loss on short-term investments		—			—			—			—			—			—			—			—		—			(89	)		—			(89	)
Net loss		—			—			—			—			—			—			—			—		—			—			(17,001	)		(17,001	)
Balance, June 30, 2020		—		$	—			—		$	—			—		$	—			35,427,199		$	3	$	398,110		$	(30	)	$	(82,267	)	$	315,816
Additional issuance costs related to initial public offering		—			—			—			—			—			—			—			—		(123	)		—			—			(123	)
Vesting of founders’ common stock and restricted stock awards		—			—			—			—			—			—			38,058			—		3			—			—			3
Option exercises		—			—			—			—			—			—			458			—		3			—			—			3
Stock-based compensation expense		—			—			—			—			—			—			—			—		1,169			—			—			1,169
Net unrealized gain on short-term investments		—			—			—			—			—			—			—			—		—			12			—			12
Net loss		—			—			—			—			—			—			—			—		—			—			(16,534	)		(16,534	)
Balance, September 30, 2020		—		$	—			—		$	—			—		$	—			35,465,715		$	3	$	399,162		$	(18	)	$	(98,801	)	$	300,346

*	Common stock share amounts do not add up due to rounding.

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

Pliant Therapeutics, Inc.

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Unaudited)

(In thousands, except number of shares and per share amounts)

	Redeemable Convertible Preferred Stock																Additional			Accumulated Other					Total
	Series A				Series B				Series C				Common Stock				Paid-In			Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Gain		Deficit			Deficit
Balance at December 31, 2018		56,000,000	$	61,516		49,501,221	$	70,587		—	$	—		1,363,000	$	1	$	—		$	—	$	(71,470	)	$	(71,469	)
Vesting of founders’ common stock and restricted stock awards		—		—		—		—		—		—		126,057		—		8			—		—			8
Accretion to redemption value and cumulative dividends on redeemable convertible preferred stock		—		—		—		1,344		—		—		—		—		(320	)		—		(1,024	)		(1,344	)
Stock-based compensation expense		—		—		—		—		—		—		—		—		312			—		—			312
Net unrealized gain on short- term investments		—		—		—		—		—		—		—		—		—			3		—			3
Net loss		—		—		—		—		—		—		—		—		—			—		(14,023	)		(14,023	)
Balance at March 31, 2019		56,000,000	$	61,516		49,501,221	$	71,931		—	$	—		1,489,057	$	1	$