Current Report Filing (8-k)
21 June 2022 - 10:22PM
Edgar (US Regulatory)
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0001359931
2022-06-20
2022-06-20
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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):
June 20, 2022
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 |
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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 |
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TARA |
|
The Nasdaq Capital 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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2022 Protara Therapeutics,
Inc. (the “Company”) announced that Blaine Davis, Chief Financial Officer of the Company, will be leaving the Company to pursue
other opportunities effective as of July 15, 2022. Mr. Davis’s resignation was not the result of any disagreement regarding any
matter related to the Company’s operations, policies or practices.
In connection with Mr. Davis’s
resignation, Mr. Davis and the Company have also entered into a Separation Agreement and Release, dated June 20, 2022 (the “Agreement”),
to memorialize the terms of his transition from the Company. Pursuant to the Agreement, in consideration of a general release of all claims
against the Company and certain representations, warranties, covenants and agreements, immediately following his departure, Mr. Davis
is entitled to receive (i) his base salary for a period of twelve months paid in a lump sum; (ii) a one-time lump sum payment of his bonus
at target; (iii) reimbursement of all business expenses to which he is entitled; (iv) reimbursement of COBRA premium costs for twelve
months; (iv) reimbursement of supplemental life insurance premium costs for twelve months; and (vi) pro rata vesting of his outstanding
option award grants and full vesting of his restricted stock unit award grant.
The foregoing description
of the terms of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On June 21, 2022, the
Company issued a press release relating to the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of this press
release is furnished as Exhibit 99.1 hereto.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission 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 shall it be deemed incorporated by reference into any filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such
filing, except as expressly set forth by specific reference in such filing or, in the case of Exhibit 99.1, as expressly set forth below.
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“may,” “plan,” “predict,” “project,” “target,” “potential,” “will,”
“would,” “could,” “should,” “continue,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K, and the
Company undertakes no obligation to update any forward-looking statement except as required by law. These forward-looking statements are
based on estimates and assumptions by the Company’s management that, although believed to be reasonable, are inherently uncertain
and subject to a number of risks. Actual results may differ materially from historical results or those anticipated or predicted by the
Company’s forward-looking statements as a result of various important factors, including, but not limited to, the impact of general
economic, industry, market or political conditions and the other risks and uncertainties identified in the Company’s periodic filings,
including the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the
period ended March 30, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
Dated: June 21, 2022 |
Protara Therapeutics, Inc. |
|
|
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By: |
/s/ Jesse Shefferman |
|
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Jesse Shefferman |
|
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Chief Executive Officer |
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