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June 6, 2019
Bernard Coulie
Chief Executive Officer
Pliant Therapeutics, Inc.
260 Littlefield Avenue
South San Francisco, CA 94080
Re: Pliant Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted May 10, 2019
CIK No. 0001746473
Dear Dr. Coulie:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1
Implications of Being an Emerging Growth Company, page 5
1. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Bernard Coulie
FirstName LastNameBernard Coulie
Pliant Therapeutics, Inc.
Comapany NamePliant Therapeutics, Inc.
June 6, 2019
June 6, 2019 Page 2
Page 2
FirstName LastName
Use of Proceeds, page 68
2. Please revise to clarify for each of your product candidates how far
into clinical
development you expect the proceeds to last. Please also tell us
whether the payment
required to be made to UCSF pursuant to your license agreement with
them upon the
closing of the offering, as discussed on page 62, will be made from
the offering proceeds.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the Years Ended December 31, 2017 and 2018
Research and Development, page 79
3. We note from your Overview on page 1 that you are developing products
and services in
both clinical and preclinical stages, including PLN-74809 and
PLN-1474. Please revise to
quantify your research and development expenses by product candidate.
If you do not
keep track of such costs by product candidate, disclose that fact and
the costs incurred by
the types of costs classified as research and development.
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 83
4. Once you have an estimated offering price or range, please explain to
us how you
determined the fair value of the common stock underlying your equity
issuances and the
reasons for any differences between the recent valuations of your
common stock leading
up to the IPO and the estimated offering price. This information will
help facilitate our
review of your accounting for equity issuances including stock
compensation and
beneficial conversion features.
Our Pipeline, page 88
5. Please revise your disclosure on page 89 to discuss the material terms
and conditions of
your collaboration arrangements with Stanford University and the
University of
California, San Francisco. If required, please also file these
agreements as exhibits to the
registration statement.
Our Strategy, page 90
6. Given your early stage in clinical development, please tell us the
basis for your belief
that PLN-74809 will be "best-in-class." Alternatively, please revise
this reference.
Idiopathic pulmonary fibrosis background, page 97
7. Please provide us with the basis for your statements in this section
regarding the safety,
efficacy and performance of the two therapies that have been approved
by the FDA to
treat IPF.
Bernard Coulie
FirstName LastNameBernard Coulie
Pliant Therapeutics, Inc.
Comapany NamePliant Therapeutics, Inc.
June 6, 2019
Page 3
June 6, 2019 Page 3
FirstName LastName
License Agreements, page 128
8. The notes to your audited financial statements disclose a license
agreement with the
Regents of the University of California. Please revise this section to
summarize the
material terms and conditions of this license or advise why such
agreement is no longer
material to the company.
Adimab Collaboration Agreement, page 128
9. Please refer to the fourth paragraph and the associated payments.
Please revise to disclose
a general range of the payment amounts or, alternatively, advise why
such payments are
not material.
Consulting or research agreements with related parties, page 161
10. Please revise to discuss the material terms and conditions of this
arrangement in greater
detail, including, for example, the nature of the consulting services
provided and whether
the services are provided pursuant to a written agreement.
Exclusive forum, page 171
11. We note on page 63 that you state that this provision will be in the
company's amended
and restated by-laws and here that it will be in the company's
certificate of incorporation.
Please reconcile.
Part II, page II-1
12. Please revise to include the undertakings required by Item 512 of
Regulation S-K. In this
regard, we note that you have not addressed Item 17 of Form S-1.
Exhibits and Financial Statement Schedules, page II-3
13. Please revise to include your material license agreements in the
exhibit index.
General
14. Please provide us mockups of any pages that include any additional
pictures or graphics to
be presented, including any accompanying captions. Please keep in
mind, in scheduling
your printing and distribution of the preliminary prospectus, that we
may have comments
after our review of these materials.
Bernard Coulie
Pliant Therapeutics, Inc.
June 6, 2019
Page 4
You may contact Andi Carpenter at 202-551-3645 or Sharon Blume at
202-551-3474 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Justin Dobbie at 202-551-3469 with any
other
questions.
FirstName LastNameBernard Coulie Sincerely,
Comapany NamePliant Therapeutics, Inc.
Division of
Corporation Finance
June 6, 2019 Page 4 Office of Healthcare
& Insurance
FirstName LastName