SEC Company Response from PLIANT THERAPEUTICS, INC. (PLRX) (CIK 0001746473) (PLRX) — May 13, 2020
PLIANT THERAPEUTICS, INC. (PLRX) (CIK 0001746473)
Date: May 13, 2020 · CIK: 0001746473 · Accession: 0001193125-20-140953
AI Filing Summary & Sentiment
File numbers found in text: 333-238146
Referenced dates: June 6, 2019
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CORRESP 1 filename1.htm CORRESP Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 CONFIDENTIAL TREATMENT REQUESTED BY PLIANT THERAPEUTICS, INC. CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” May 13, 2020 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Office of Healthcare and Insurance Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Don Field Justin Dobbie Re: Pliant Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-238146 CIK No. 0001746473 Ladies and Gentlemen: On behalf of Pliant Therapeutics, Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated June 6, 2019 (the “Original Comment Letter”) relating to the Company’s Registration Statement on Form S-1, originally confidentially submitted to the Commission on May 10, 2019, resubmitted to the Commission on June 20, 2019, July 17, 2019, March 13, 2020 and April 9, 2020 and subsequently filed by the Company with the Commission on May 11, 2020 (File No. 333-238146) (the “Registration Statement”), we submit this supplemental letter to further address comment 4 of the Original Comment Letter. Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this May 13, 2020 Page 2 letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations. We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, and the actual price range to be included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range. The Company expects to reflect a reverse stock split that the Company plans to implement prior to effectiveness of the Registration Statement (the “Stock Split”) in a pre-effective amendment to the Registration Statement that includes the estimated Preliminary Price Range (as defined below); however, all dollar amounts and per share amounts in this letter are pre-Stock Split, and therefore, consistent with the Registration Statement. The Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.83, and that the Commission provide timely notice to Bernard Coulie, Chief Executive Officer, Pliant Therapeutics, Inc., 260 Littlefield Avenue, South San Francisco, CA 94080, before it permits any disclosure of the bracketed information in this letter. For the convenience of the Staff, we have recited the prior comment from the Staff in the Original Comment Letter in italicized type and have followed the comment with the Company’s response. 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. The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering price for its initial public offering (“IPO”). CONFIDENTIAL TREATMENT REQUESTED BY PLIANT THERAPEUTICS, INC. May 13, 2020 Page 3 Preliminary IPO Price Range The Company advises the Staff that it estimates a preliminary price range of approximately $[***] to $[***] per share (the “Preliminary Price Range”) for its IPO before giving effect to the Stock Split, resulting in a midpoint of the Preliminary Price Range of $[***] per share (the “Midpoint Price”). This Preliminary Price Range is based on a number of factors, including the prevailing market conditions, the Company’s financial condition and prospects, estimates of the Company’s business potential and prospects for the Company and the industry in which it operates, the general condition of the securities market, the recent market prices of, and the demand for, publicly-traded common stock of generally comparable companies, the Company’s clinical development progress and preliminary discussions with the underwriters for the IPO regarding potential valuations of the Company. The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that, barring significant unforeseen events, the foregoing Preliminary Price Range will not be subject to significant change. Determining the Fair Value of Common Stock Prior to the IPO As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been determined in the following manner. The Company’s management, working together with a third-party valuation firm, arrives at the Company’s common stock fair value as of the measurement date that is considered in setting the exercise price and date for the period’s stock option grants. Management then completes a review of the common stock valuation report with its third-party valuation firm. The Company’s Board of directors (the “Board”) then reviews the common stock valuation report and the analysis contained therein for purposes of making stock option grants and setting the exercise prices thereof. In its review, the Board takes into consideration the Company’s most recent third-party valuations of its common stock and the Board’s assessment of additional objective and subjective factors that it believes are relevant and which may have changed from the date of the most recent third-party valuation through the date of the applicable grant. In the Registration Statement, the Company’s disclosed third-party valuations of its common stock were prepared as of January 31, 2019, March 31, 2019, June 30, 2019, September 30, 2019, October 17, 2019, December 19, 2019, February 28, 2020 and March 20, 2020. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of CONFIDENTIAL TREATMENT REQUESTED BY PLIANT THERAPEUTICS, INC. May 13, 2020 Page 4 Privately-Held-Company Equity Securities Issued as Compensation, and were prepared using the Hybrid approach, which is a combination of methodologies of the Cost, Income and Market Approaches resulting the application of a probability-weighted expected return method or “PWERM” (methodology based on the forecasted future economic performance of a company) and the application of an option pricing back solve method or “OPM” (methodology applies an option pricing model factors and recent prices used in Company’s share issuances to arrive at a common stock fair value). The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Lastly, a discount for lack of marketability (“DLOM”) on the common stock is then applied to arrive at an indication of value for the common stock on non-marketable basis. On the other hand, the PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for the company assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock on non-marketable basis after applying DLOM on common stock value. The Company’s most recent third-party valuations, which do not reflect the anticipated Stock Split and were used by the Board to determine the fair value of the Company’s common stock as of the grant date of each option award in 2019 and 2020, considered a combination of the following two future-event scenarios: an IPO scenario (occurring in the short-, mid- and long-term) and non-IPO scenario (estimated using the OPM). The equity value of the Company in the IPO scenarios and the non-IPO scenarios was determined using market approaches. The IPO scenario assumed that all shares of preferred stock would convert into shares of common stock and would no longer have the liquidation preferences and preferential rights attributable to the preferred stock as compared to the common stock prior to the IPO. Each valuation probability-weighted the future-event scenarios based on the Company’s assessment of its development pipeline and market conditions at that time. CONFIDENTIAL TREATMENT REQUESTED BY PLIANT THERAPEUTICS, INC. May 13, 2020 Page 5 For each of the IPO scenarios and the non-IPO scenarios, the Company then applied a DLOM, each determined by a put option analysis that considered the timing of each future-event scenario. Key assumptions used by the Company in its most recent valuations, and the resulting indicated fair value of common stock, were as follows: IPO Scenario (Short-term) IPO Scenario (Mid-term) IPO Scenario (Long-term) Non-IPO Scenario Valuation Date Probability Weighting DLOM Probability Weighting DLOM Probability Weighting DLOM Probability Weighting DLOM Indicated Fair Value per Share of Common Stock January 31, 2019 30.0% 15.0% N/A N/A 5% 27.5% 65.0% 38.5% $0.72 March 31, 2019 40.0% 15.0% N/A N/A 10.0% 26.5% 50.0% 37.5% $0.87 June 30, 2019 10.0% 15.0% 25.0% 15.0% 15.0% 28.5% 50.0% 35.0% $0.99 September 30, 2019 20.0% 15.0% N/A N/A 30.0% 30.0% 50.0% 35.0% $0.99 October 17, 2019 15.0% 15.0% N/A N/A 35.0% 30.0% 50.0% 36.0% $0.99 December 19, 2019 20.0% 10.0% N/A N/A 40.0% 30.0% 40.0% 36.0% $0.99 February 28, 2020 30.0% 10.0% N/A N/A 40.0% 30.0% 40.0% 35.0% $1.09 March 20, 2020 10.0% 10.0% 30.0% 26.0% 30.0% 33.0% 30.0% 36.0% $0.87 For the Staff’s convenience, a table summarizing stock options granted between January 31, 2019 and the date hereof, which table reflects the issuance of options to purchase shares of common stock granted by the Company, is attached hereto as Exhibit A. March 31, 2019 Valuation The Board relied, in part, on the results of the March 31, 2019 valuation in its determination of the fair value of common stock of $0.87 per share when the Board granted options to employees as of May 9, 2019 and June 20, 2019. In March 2019, the Company performed a valuation to arrive at the fair value of its common stock as of March 31, 2019 with the assistance of a third-party valuation firm. The valuation model used the hybrid method approach and assigned a short-term IPO probability at 40.0%, no probability weighted to a mid-term IPO; a long-term IPO probability of 10.0% and the probability of a non-IPO scenario at 50.0%. The increase in the fair value of the common stock from the January 31, 2019 to the March 31, 2019 valuation was driven principally by (i) a potential IPO exit, including the fact that the Company’s initial IPO preparations were in process; and (ii) the Company had successfully completed dosing of multiple cohorts of healthy volunteers in the Phase 1a trial of its lead candidate PLN-74809 and the Company had observed that PLN-74809 appeared to be well absorbed and well tolerated in these volunteers, which is a key objective in Phase 1 testing. Discounts for lack of marketability were then applied as described in the table above. CONFIDENTIAL TREATMENT REQUESTED BY PLIANT THERAPEUTICS, INC. May 13, 2020 Page 6 June 30, 2019 Valuation The Board relied, in part, on the results of the June 30, 2019 valuation in its determination of the fair value of common stock of $0.99 per share when the Board granted options to employees on August 29, 2019. In June 2019, the Company performed a valuation to arrive at the fair value of its common stock as of June 30, 2019, with the assistance of a third-party valuation firm. The valuation model used the hybrid method approach and assigned a short-term IPO probability at 10.0%, mid-term IPO probability at 25.0%; a long-term IPO probability of 15.0% and the probability of a non-IPO scenario at 50.0%. The increase in the fair value of the common stock from the Mach 31, 2019 to the June 30, 2019 valuation was driven principally by (i) the fact that the Company’s IPO organizational meeting with its management, underwriters and advisers was held; (ii) the fact that the Company confidentially submitted the first draft registration statement on Form S-1 to the Commission on May 10, 2019; and (iii) the Company had publicly announced positive results from Phase 1a and Phase 1b trials of its lead candidate PLN-74809, and was close to agreeing to terms around a potential partnership of its secondary candidate PLN-1474. Discounts for lack of marketability were then applied as described in the table above. September 30, 2019 Valuation No options were granted using this valuation. October 17, 2019 Valuation The Board relied, in part, on the results of the October 17, 2019 valuation in its determination of the fair value of common stock of $0.99 per share when the Board granted options to employees on December 5, 2019. In October 2019, the Company performed a valuation to arrive at the fair value of its common stock as of October 17, 2019, with the assistance of a third-party valuation firm. The valuation model used the hybrid method approach and weighted a short-term IPO probability at 15%, no probability weighted to a mid-term IPO; a long-term IPO probability of 35% and the probability of a non-IPO scenario at 50.0%. Factors considered in the October 17, 2019 valuation included a delay in the Company’s next preferred stock financing due to ongoing partnership negotiations (which was ultimately completed in late 2019 through early 2020), and the expectation that such additional private financing would need to be executed in the near term, thus likely postponing any eventual IPO and thereby decreasing the short-term IPO probability. Discounts for lack of marketability were then applied as described