Protara Therapeutics Files 8-K: Material Agreement & Equity Sales

Ticker: TARA · Form: 8-K · Filed: Apr 5, 2024 · CIK: 1359931

Protara Therapeutics, Inc. 8-K Filing Summary
FieldDetail
CompanyProtara Therapeutics, Inc. (TARA)
Form Type8-K
Filed DateApr 5, 2024
Risk Levelmedium
Pages9
Reading Time11 min
Key Dollar Amounts$0.001, $4, $4.149, $45 m, $5
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, regulation-fd

TL;DR

Protara Therapeutics filed an 8-K on 4/5/24 detailing a material agreement and unregistered equity sales.

AI Summary

On April 5, 2024, Protara Therapeutics, Inc. announced an entry into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided other event information, including financial statements and exhibits. Specific details regarding the agreement and equity sales were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

  • Protara Therapeutics, Inc. (company) — Registrant
  • April 5, 2024 (date) — Date of earliest event reported

FAQ

What is the nature of the material definitive agreement entered into by Protara Therapeutics?

The filing does not specify the details of the material definitive agreement, only that one was entered into on or before April 5, 2024.

What type of equity securities were sold in the unregistered sale?

The filing states that there were unregistered sales of equity securities but does not provide specific details about the type or amount of securities sold.

What is the significance of the 'Regulation FD Disclosure' item?

This item indicates that the company is making disclosures that could be considered non-public information, ensuring fair disclosure to all investors.

What does the inclusion of 'Financial Statements and Exhibits' signify?

This suggests that the filing includes or refers to financial information and supporting documents relevant to the reported events.

What were Protara Therapeutics' former company names?

Protara Therapeutics, Inc. was formerly known as ArTara Therapeutics, Inc. (name change effective 20200110) and before that, PROTEON THERAPEUTICS INC (name change effective 20060420).

Filing Stats: 2,656 words · 11 min read · ~9 pages · Grade level 13 · Accepted 2024-04-05 08:14:56

Key Financial Figures

  • $0.001 — ch registered Common Stock, par value $0.001 per share TARA The Nasdaq Capital M
  • $4 — Common Warrant, has a purchase price of $4.15, and each Pre-Funded Warrant, along
  • $4.149 — Common Warrant, has a purchase price of $4.149. The closing of the Private Placement
  • $45 m — cement are expected to be approximately $45 million, before deducting fees to the pla
  • $5 — clinical trial at an exercise price of $5.25, which represents approximately a 30

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 5, 2024, Protara Therapeutics, Inc. (the "Company") entered into a Subscription Agreement (the "Subscription Agreement") with certain purchasers (the "Purchasers"), pursuant to which the Company agreed to sell and issue to the Purchasers, in a private placement (the "Private Placement"), an aggregate of 9,143,380 shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock") and, for certain purchasers, pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate of 1,700,000 shares of Common Stock. In each case, the Shares or Pre-Funded Warrants will be accompanied by warrants (the "Common Warrants") to purchase an aggregate of up to 10,843,380 shares of Common Stock. The Common Warrants attached to the Shares or Pre-Funded Warrants are immediately separable from the accompanying Shares or Pre-Funded Warrants. Each Share, along with its attached Common Warrant, has a purchase price of $4.15, and each Pre-Funded Warrant, along with its attached Common Warrant, has a purchase price of $4.149. The closing of the Private Placement is anticipated to occur on April 10, 2024 (the "Closing"), subject to the satisfaction of customary closing conditions. The aggregate gross proceeds to the Company from the Private Placement are expected to be approximately $45 million, before deducting fees to the placement agents and other estimated offering expenses payable by the Company. The Subscription Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature. In connection with the Private Placement, the Company and its officers and directors have also entered into lock-up agreements, pursuant to which, subject to specified exceptions, they have agreed not to offer or transfer their shares during the 90-day period following the date of the Subscription Agreement. The Company intends to use the net pr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information regarding the Shares, the Pre-Funded Warrants and the Common Warrants set forth under Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. The issuance of the Shares, the Pre-Funded Warrants and the Common Warrants is being made in reliance upon exemption from registration under Section 4(a)(2) of the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 5, 2024, the Company issued press releases entitled "Protara Therapeutics Announces Alignment with FDA on Registrational Path Forward for IV Choline Chloride in Patients Dependent on Parenteral Nutrition" and "Protara Therapeutics Announces Positive Three-Month Data from TARA-002 Clinical Program in NMIBC." Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. On April 5, 2024, the Company also issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. In addition, in connection with the Private Placement, the Company updated its Corporate Presentation in April 2024, a copy of which is attached as Exhibit 99.4 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01 and Exhibits 99.1, 99.2, 99.3 and 99.4 are being furnished hereto and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor will it be incorporated by reference in any filing under the Securities Act or in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing. 2

01 Other Events

Item 8.01 Other Events. On April 5, 2024, the Company announced its three-month data from its TARA-002 clinical program in Non-Muscle Invasive Bladder Cancer ("NMIBC"). The Company reported data that highlights the potential of TARA-002 in patients with NMIBC. Data were derived from three-month evaluable NMIBC patients with carcinoma in situ ("CIS") pooled across the Company's ADVANCED-1 Phase 1a, Phase 1b-expansion and ADVANCED-2 Phase 2 trials of TARA-002 in patients with high-risk NMIBC, including Bacillus Calmette-Gurin ("BCG")-Unresponsive, BCG-Experienced and BCG-Nave patients. The overall three-month complete response ("CR") rate prior to reinduction for 16 evaluable patients treated across the three trials with varying BCG status was 38% (6/16), with a CR rate of 63% (5/8) in CIS-only patients and 13% (1/8) in patients with CIS +Ta/T1. The Company believes that reinduction and planned enhancements to dosing and administration will lead to an increased CR rate at six months in patients who did not achieve a CR at three months, as reinduction with other immune agents in NMIBC patients with CIS have demonstrated a 30%-50% salvage rate. The Company plans to explore additional dosing cohorts, which may prove effective in patients who might benefit. Three Month Evaluable Patients # Patients # of CRs CR % BCG-Unresponsive/ Experienced CIS-only 6 3 50 % CIS +Ta/T1 1 - - % 7 3 43 % BCG-Nave CIS-only 2 2 100 % CIS +Ta/T1 7 1 14 % 9 3 33 % 16 6 38 % By Stage of Disease at Baseline CIS-only 8 5 63 % CIS +Ta/T1 8 1 13 % 16 6 38 % By Study Phase 1a 3 1 33 % Phase 1b-EXP 8 3 38 % Phase 2 Nave 5 2 40 % 16 6 38 % The majority of reported adverse events were Grades 1 and 2 across all dose levels, and treatment emergent adverse events, as assessed by study investigators, were in line with typical responses to bacterial immunopotentiation, and included fatigue, headache, fever, and chills. The mo

Forward-Looking Statements

Forward-Looking Statements matters that are not historical facts are "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may, in some cases, use terms such as "predicts," "believes," "potential," "proposed," "continue," "designed," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "will," "should" or other words or expressions referencing future events, conditions or circumstances that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such forward-looking statements include but are not limited to, statements regarding the Company's intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the expected timing for the closing of the private placement; the potential proceeds to the Company from the closing; the expected use of proceeds from the private placement; and the Company's business strategy, including its development plans for its product candidates and plans regarding the timing or outcome of existing or future clinical trials; statements related to expectations regarding interactions with the U.S. Food and Drug Administration (the "FDA"); the Company's financial position; statements regarding the anticipated safety or efficacy of the Company's product candidates; and the Company's outlook for the remainder of the year. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that contribute to the uncertain nature of the forward-looking statements include: risks that the Company's financial guidance may not be as expected, as well as risks and uncertainties associated with: the Company's development programs, including the initiation and completion of non-clinical studies and clinical trials and the tim

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 10.1* Subscription Agreement, dated April 5, 2024. 10.2 Form of Pre-Funded Common Stock Purchase Warrant. 10.3 Form of Common Stock Purchase Warrant. 10.4 Registration Rights Agreement, dated April 5, 2024. 99.1 Press Release, dated April 5, 2024. 99.2 Press Release, dated April 5, 2024. 99.3 Press Release, dated April 5, 2024. 99.4 Corporate Presentation, dated April 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and/or exhibits upon request by the SEC. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 5, 2024 Protara Therapeutics, Inc. By: /s/ Patrick Fabbio Patrick Fabbio Chief Financial Officer 5

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