Protara Therapeutics, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TARA The Nasdaq Global Ma
• $5.75 — price to the public in the Offering was $5.75 per Share. In addition, under the terms
• $75 m — fering are expected to be approximately $75 million, before deducting fees to the und

Filing Documents

• ea0268756-8k_protara.htm (8-K) — 32KB
• ea026875601ex1-1_protara.htm (EX-1.1) — 269KB
• ea026875601ex5-1_protara.htm (EX-5.1) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-25-119242.txt ( ) — 546KB
• tara-20251204.xsd (EX-101.SCH) — 3KB
• tara-20251204_lab.xml (EX-101.LAB) — 33KB
• tara-20251204_pre.xml (EX-101.PRE) — 22KB
• ea0268756-8k_protara_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 4, 2025, Protara Therapeutics, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Piper Sandler & Co., as representatives (the "Representatives") of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which the Company agreed to sell and issue to the Underwriters an aggregate of 13,043,479 shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock") (the "Offering"). The price to the public in the Offering was $5.75 per Share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase up to an additional 1,956,521 Shares at the public offering price, less underwriting discounts and commissions. The Offering closed on December 8, 2025. The Offering was made pursuant to an effective registration statement on Form S-3 (File No. 333-275290) (the "Registration Statement") previously filed with the Securities and Exchange Commission on November 3, 2023, and declared effective on November 14, 2023, and related prospectus supplement dated December 4, 2025. The aggregate gross proceeds to the Company from the Offering are expected to be approximately $75 million, before deducting fees to the underwriters and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to fund the clinical development of TARA-002, as well as the development of other clinical programs. The Company may also use the net proceeds from the Offering for working capital and other general corporate purposes. A copy of the opinion and consent of Kirkland & Ellis LLP, counsel to the Company, relating to the validity of the issuance and sale of the Shares is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K. Exhib

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 use of proceeds from the offering. 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 the risks and uncertainties described more fully under the caption "Risk Factors" and elsewhere in the Company's filings and reports with the United States Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. The Company undertakes no obligation to update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise, except as required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 1.1* Underwriting Agreement, dated December 4, 2025, by and among the Company, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Piper Sandler & Co. 5.1 Opinion of Kirkland & Ellis LLP. 23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). 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 Securities and Exchange Commission. 2

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: December 8, 2025 Protara Therapeutics, Inc. By: /s/ Patrick Fabbio Patrick Fabbio Chief Financial Officer 3

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