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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Protara Therapeutics, Inc. S-8 3/14/24 4:91K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 56K
Employee Benefit Plan
2: EX-5.1 Opinion of Sullivan & Cromwell LLP. HTML 8K
3: EX-23.1 Consent of Ernst & Young LLP HTML 5K
4: EX-FILING FEES Filing Fee Table HTML 25K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Power of Attorney (included on signature page) | ||||
As filed with the Securities and Exchange Commission on March 14, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Protara Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-4580525 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
345 Park Avenue South, Third Floor
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2014 Equity Incentive Plan, as amended
2014 Employee Stock Purchase Plan
(Full title of the plans)
President and Chief Executive Officer
Protara Therapeutics, Inc.
345 Park Avenue South, Third Floor
(Name and address of agent for service)
(646) 844-0337
(Telephone number, including area code, of agent for service)
Copies to:
| Mary J. Grendell, Esq. General Counsel and Corporate Secretary |
Robert W. Downes Sullivan & Cromwell LLP | |
| Protara Therapeutics, Inc. | 125 Broad St. | |
| 345 Park Avenue South, Third Floor | New York, NY 10004 | |
| New York, NY 10010 | (212) 558-4000 | |
| (646) 844-0337 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
PART I
EXPLANATORY NOTE
Protara Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering an additional 911,380 shares of common stock under the Registrant’s Amended and Restated 2014 Equity Incentive Plan, as amended (the “EIP”), and an additional 7,025 shares of common stock under the Registrant’s 2014 Employee Stock Purchase Plan (the “ESPP”), pursuant to the “evergreen” provisions of each plan which provide for annual automatic increases in the number of shares of the Registrant’s common stock (the “Common Stock”) reserved for issuance under each respective plan.
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plan are effective. The Registrant previously registered shares of its Common Stock for issuance under the EIP and ESPP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on November 25, 2014 (File No. 333-200587), January 4, 2018 (File No. 333-222415), January 3, 2019 (File No. 333-229123), January 15, 2020 (File No. 333-235918), March 11, 2021 (File No. 333-254124), March 9, 2022 (File No. 333-263392) and March 8, 2023 (File No. 333-270354). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
The registrant hereby also incorporates by reference into this Registration Statement the following documents previously filed by the registrant with the SEC (other than portions of Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits related to such items or other portions of documents filed with the SEC which were furnished, but not filed, pursuant to applicable rules promulgated by the SEC):
| ● | the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2024; and |
| ● | the description of the Company’s Common Stock contained in Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2021, including any amendments or reports filed for the purpose of updating such description. |
In addition, all reports and other documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
II-1
ITEM 8. EXHIBITS.
| * | Filed herewith. |
II-2
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on March 14, 2024.
| PROTARA THERAPEUTICS, INC. | ||
| By: | /s/ Jesse Shefferman | |
| Jesse Shefferman | ||
| President and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jesse Shefferman, Patrick Fabbio and Mary J. Grendell, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Jesse Shefferman | President and Chief Executive Officer and Director | March 14, 2024 | ||
| Jesse Shefferman | (Principal Executive Officer) | |||
| /s/ Patrick Fabbio | Chief Financial Officer | March 14, 2024 | ||
| Patrick Fabbio | (Principal Financial Officer) | |||
| /s/ Hannah Fry | Vice President, Controller | March 14, 2024 | ||
| Hannah Fry | (Principal Accounting Officer) | |||
| /s/ Luke Beshar | Chairman of the Board of Directors | March 14, 2024 | ||
| Luke Beshar | ||||
| /s/ Barry Flannelly | Director | March 14, 2024 | ||
| Barry Flannelly, Pharm.D. | ||||
| /s/ Roger Garceau | Director | March 14, 2024 | ||
| Roger Garceau, M.D. | ||||
| /s/ Jane Huang | Director | March 14, 2024 | ||
| Jane Huang, M.D. | ||||
| /s/ Richard Levy | Director | March 14, 2024 | ||
| Richard Levy, M.D. | ||||
| /s/ Gregory P. Sargen | Director | March 14, 2024 | ||
| Gregory P. Sargen | ||||
| /s/ Cynthia Smith | Director | March 14, 2024 | ||
| Cynthia Smith | ||||
| /s/ Michael Solomon | Director | March 14, 2024 | ||
| Michael Solomon, Ph.D. |
II-3
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 3/14/24 | |||
| 3/11/21 | 10-K, S-8 | |||
| List all Filings | ||||