SC 13G: Velan Capital Investment Management LP
Sentiment: neutral
Topics: sc-13g
AI Summary
SC 13G filing by Velan Capital Investment Management LP.
Risk Assessment
Risk Level: low
Filing Stats: 2,692 words · 11 min read · ~9 pages · Grade level 12.6 · Accepted 2024-12-17 16:02:03
Key Financial Figures
- $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
Filing Documents
- sc13g12927tara_12172024.htm (SC 13G) — 229KB
- ex991to13g12927tara_121724.htm (EX-99.1) — 15KB
- 0000921895-24-002967.txt ( ) — 245KB
(a). Name of Issuer
Item 1(a). Name of Issuer: Protara Therapeutics, Inc., a Delaware corporation (the “Issuer”).
(b). Address of Issuer’s Principal Executive Offices
Item 1(b). Address of Issuer’s Principal Executive Offices: 345 Park Avenue South Third Floor New York, New York 10010
(a). Name of Person Filing
Item 2(a). Name of Person Filing: This statement is filed by: (i) Velan Capital Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands (“Velan Master”), with respect to the Shares directly and beneficially owned by it; (ii) Velan Horizon Fund LP, a Delaware limited partnership (“Velan Horizon”), with respect to the Shares directly and beneficially owned by it; (iii) Velan Horizon GP LLC, a Delaware limited liability company (“Velan Horizon GP”), as the general partner of Velan Horizon; (iv) Velan Capital Holdings LLC, a Delaware limited liability company (“Velan GP”), as the general partner of Velan Master; (v) Velan Capital Investment Management LP, a Delaware limited partnership (“Velan Capital”), as the investment manager of each of Velan Master and Velan Horizon; (vi) Velan Capital Management LLC, a Delaware limited liability company (“Velan IM GP”), as the general partner of Velan Capital; (vii) Adam Morgan, as a Managing Member of each of Velan Horizon GP, Velan GP and Velan IM GP; and (viii) Balaji Venkataraman, as a Managing Member of each of Velan Horizon GP, Velan GP and Velan IM GP. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(b). Address of Principal Business Office or, if None, Residence
Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal office of Velan Master is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. The address of the principal office of each of Velan Horizon, Velan Horizon GP, Velan GP, Velan Capital, Velan IM GP and Messrs. Morgan and Venkataraman is 100 North Main Street, Suite 301, Alpharetta, Georgia 30009. 10 CUSIP No. 74365U107
(c). Citizenship
Item 2(c). Citizenship: (i) Velan Master – Cayman Islands (ii) Velan Horizon – Delaware (iii) Velan Horizon GP – Delaware (iv) Velan GP – Delaware (v) Velan Capital – Delaware (vi) Velan IM GP – Delaware (vii) Mr. Morgan – United States of America (viii) Mr. Venkataraman – United States of America
(d). Title of Class of Securities
Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 per share (the “Shares”).
(e). CUSIP Number
Item 2(e). CUSIP Number: 74365U107
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: /x/ Not applicable. (a) / / Broker or dealer registered under Section 15 of the Exchange Act. (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) / / Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). (k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ 11 CUSIP No. 74365U107
Ownership
Item 4. Ownership. (a) Amount beneficially owned: As of the date hereof: i. Velan Master directly beneficially owned 2,054,000 Shares, including 480,000 Shares issuable upon the exercise of the Warrants; ii. Velan Horizon directly beneficially owned 5,000 Shares; iii. Velan Horizon GP, as the general partner of Velan Horizon, may be deemed to beneficially own the 5,000 Shares beneficially owned directly by Velan Horizon; iv. Velan GP, as the general partner of Velan Master, may be deemed to beneficially own the 2,054,000 Shares beneficially owned directly by Velan Master; v. Velan Capital, as the investment manager of each of Velan Master and Velan Horizon, may be deemed to beneficially own the (i) 2,054,000 Shares beneficially owned directly by Velan Master and (ii) 5,000 Shares beneficially owned directly by Velan Horizon; vi. Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the (i) 2,054,000 Shares beneficially owned directly by Velan Master and (ii) 5,000 Shares beneficially owned directly by Velan Horizon; vii. Mr. Morgan, as a Managing Member of each of Velan Horizon GP, Velan GP and Velan IM GP, may be deemed to beneficially own the (i) 2,054,000 Shares beneficially owned directly by Velan Master and (ii) 5,000 Shares beneficially owned directly by Velan Horizon; and viii. Mr. Venkataraman, as a Managing Member of each of Velan Horizon GP, Velan GP and Velan IM GP, may be deemed to beneficially own the (i) 2,054,000 Shares beneficially owned directly by Velan Master and (ii) 5,000 Shares beneficially owned directly by Velan Horizon. The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported her
Ownership of Five Percent or Less of a Class
Item 5. Ownership of Five Percent or Less of a Class. Not Applicable.
Ownership of More than Five Percent on Behalf of Another Person
Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the
Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable.
Identification and Classification of Members of the Group
Item 8. Identification and Classification of Members of the Group. See Exhibit 99.1.
Notice of Dissolution of Group
Item 9. Notice of Dissolution of Group. Not Applicable. 13 CUSIP No. 74365U107
Certifications
Item 10. Certifications. By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 14 CUSIP No. 74365U107 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 17, 2024 Velan Capital Master Fund LP By: Velan Capital Holdings LLC General Partner By: /s/ Adam Morgan Name: Adam Morgan Title: Managing Member Velan Horizon Fund LP By: Velan Horizon GP LLC General Partner By: /s/ Adam Morgan Name: Adam Morgan Title: Managing Member Velan Horizon GP LLC By: /s/ Adam Morgan Name: Adam Morgan Title: Managing Member Velan Capital Holdings LLC By: /s/ Adam Morgan Name: Adam Morgan Title: Managing Member Velan Capital Investment Management LP By: Velan Capital Management LLC General Partner By: /s/ Adam Morgan Name: Adam Morgan Title: Managing Member 15 CUSIP No. 74365U107 Velan Capital Management LLC By: /s/ Adam Morgan Name: Adam Morgan Title: Managing Member /s/ Adam Morgan Adam Morgan /s/ Balaji Venkataraman Balaji Venkataraman 16