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United States securities and exchange commission logo
May 20, 2020
Bernard Coulie, M.D., Ph.D.
Chief Executive Officer
Pliant Therapeutics, Inc.
260 Littlefield Avenue
South San Francisco, CA 94080
Re: Pliant
Therapeutics, Inc.
Registration
Statement on Form S-1
Filed May 11, 2020
File No. 333-238146
Dear Dr. Coulie:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Notes to Financial Statements
Note 11: 2015 Equity Incentive Plan and Stock-Based Compensation
Incentive Stock Options and Nonqualified Stock Options, page F-28
1. Please revise your
disclosures in the tables here and in your interim financial statements
on page F-63 to present
the fair values of your underlying common stock consistently with
that presented in
Exhibit A of your May 13, 2020 response to prior comment 4 of our June
6, 2019 letter. In this
regard, it appears that your common stock fair values used to value
your option grants in
2019 ranged from $0.72 to $0.99 per share and not the $0.59 to
$0.74 as disclosed on
page F-28, and was $0.87 for the first quarter of 2020 not the $0.87
to $1.09 range as
disclosed on page F-63. Otherwise, tell us why it is appropriate to
present the ranges you
provide in these tables.
Bernard Coulie, M.D., Ph.D.
Pliant Therapeutics, Inc.
May 20, 2020
Page 2
Item 15. Recent Sales of Unregistered Securities
(b) Grants and Exercises of Stock Options and Restricted Stock, page II-3
2. It appears that the 23,299,269 stock options you disclose as granted
since January 1, 2017
improperly includes your grants of 4,055,136 shares of restricted
stock during this period.
In this regard, the increase from the 19,244,133 option grants since
January 1, 2017 as
disclosed on page II-3 of your previous draft registration statement
submission is exactly
4,055,136 and it is apparent from Exhibit A to your May 13, 2020
response to prior
comment 4 from or June 6, 2019 letter that you have not granted any
additional stock
options since your last submission. Please revise your disclosure to
correct the number of
option grants since January 1, 2017 or indicate that the 23.3 million
amount includes your
restricted stock grants.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Mark Brunhofer at 202-551-3638 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, M.D., Ph.D. Sincerely,
Comapany NamePliant Therapeutics, Inc.
Division of
Corporation Finance
May 20, 2020 Page 2 Office of Life
Sciences
FirstName LastName