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0001359931
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2025-12-04
2025-12-04
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 4, 2025
Protara Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-36694 |
|
20-4580525 |
(State or other jurisdiction
of incorporation) |
|
(Commission File No.) |
|
(IRS Employer
Identification No.) |
|
345 Park Avenue South
Third Floor
New York, NY |
|
10010 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (646) 844-0337
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
TARA |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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. Exhibits 5.1 and 23.1 (included in Exhibit 5.1) of this Current Report on Form 8-K are hereby
incorporated by reference into the Registration Statement.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company (including a lock-up agreement, pursuant to which, subject to specified exceptions,
the Company has agreed not to offer or transfer shares of Common Stock during the 60-day period following the date of the Underwriting
Agreement), customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities
under the Securities Act of 1933, and termination provisions. In connection with the Offering, the Company’s 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 60-day period following the date of the Underwriting Agreement.
The foregoing descriptions of the material terms
of the Offering, the Shares and the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference
to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
Statements contained in this Form 8-K regarding
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
statements include the risks and uncertainties associated with the Company’s business and financial condition in general, including
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.
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. |
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 |
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