Item 2.02 Results of Operations and Financial Condition.
On January 23, 2023, Pliant Therapeutics, Inc. (the "Company") filed with the
Securities and Exchange Commission (the "SEC") a preliminary prospectus
supplement (the "Preliminary Prospectus Supplement") to its effective shelf
registration statement on Form S-3 (File No. 333-257684) pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
an underwritten public offering of its common stock, par value $0.0001 per share
(the "Common Stock"). The Company included the following disclosure under the
heading "Prospectus supplement summary-Recent developments-Financial update" in
the Preliminary Prospectus Supplement:
"Our financial statements for the quarter and year ended December 31, 2022 will
not be available until after this offering is completed and consequently will
not be available to you prior to investing in this offering. Based upon
preliminary estimates and information available to us as of the date of this
prospectus supplement, we expect to report that we had approximately
$331.2 million of cash, cash equivalents and short-term investments as of
December 31, 2022. We have not yet completed our quarter- and year-end financial
close processes for the quarter and year ended December 31, 2022. This estimate
of our cash, cash equivalents and short-term investments as of December 31, 2022
is preliminary, has not been audited and is subject to change upon completion of
our financial statement closing procedures. Our independent registered public
accounting firm has not audited or performed any procedures with respect to this
estimate and does not express an opinion or any other form of assurance with
respect thereto. Additional information and disclosure would be required for a
more complete understanding of our financial position and results of operations
as of December 31, 2022."
The information set forth in Item 2.02 of this Current Report on Form 8-K shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On January 24, 2023, the Company entered into an underwriting agreement (the
"Underwriting Agreement") with J.P. Morgan Securities LLC and Piper Sandler &
Co., as representatives of the several underwriters named therein (collectively,
the "Underwriters"), relating to the public offering, issuance and sale of
8,333,334 shares of Common Stock. The price to the public in the offering is
$30.00 per share of Common Stock. Under the terms of the Underwriting Agreement,
the Company also granted the Underwriters an option exercisable for 30 days from
the date of the Underwriting Agreement to purchase up to an additional 1,250,000
shares of Common Stock at the price to the public of $30.00 per share of Common
Stock, less underwriting discounts and commissions. The gross proceeds to the
Company from the offering are expected to be approximately $250.0 million, or
approximately $287.5 million if the Underwriters exercise in full their option
to purchase additional shares, in each case before deducting underwriting
discounts and commissions and estimated offering expenses payable by the
Company. The offering is expected to close on January 27, 2023, subject to
customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and
covenants by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement and may be
subject to limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures exchanged between the parties in
connection with the execution of the Underwriting Agreement.
The offering is being made pursuant to the Company's effective registration
statements on Form S-3 (File Nos. 333-257684 and 333-269397) and an accompanying
prospectus previously filed with the SEC and a preliminary and final prospectus
supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1
hereto, and the description of the material terms of the Underwriting Agreement
is qualified in its entirety by reference to such exhibit. A copy of the opinion
of Sidley Austin LLP relating to the legality of the issuance and sale of the
securities in the offering is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of January 24, 2023, by and among
Pliant Therapeutics, Inc. and J.P. Morgan Securities LLC and Piper
Sandler & Co., as representatives of the several underwriters named
therein.
5.1 Opinion of Sidley Austin LLP.
23.1 Consent of Sidley Austin LLP (Contained in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses