Securities Registration: Employee Benefit Plan (s-8)
08 Março 2023 - 6:11PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 8, 2023
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
New
York, NY 10010
(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)
Jesse
Shefferman
President
and Chief Executive Officer
Protara
Therapeutics, Inc.
345
Park Avenue South, Third Floor
New
York, NY 10010
(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 861,933 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.
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)
and March 9, 2022 (File No. 333-263392). 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 8, 2023; |
|
● |
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.
ITEM
8. EXHIBITS.
Exhibit
Number |
|
Description |
|
|
|
4.1 |
|
Sixth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2014). |
|
|
|
4.2 |
|
Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020). |
|
|
|
4.3 |
|
Second Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2020). |
|
|
|
4.4 |
|
Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 3, 2017). |
|
|
|
4.5 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series 1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020). |
|
|
|
4.6 |
|
Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series 1 Convertible Non-Voting Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 23, 2020). |
|
|
|
4.7 |
|
Registration Rights Agreement, dated as of September 23, 2019, by and among the Registrant and the institutional investors named therein (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 24, 2019). |
|
|
|
4.8 |
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020). |
|
|
|
5.1* |
|
Opinion of Sullivan & Cromwell LLP. |
|
|
|
23.1* |
|
Consent of Ernst & Young LLP |
|
|
|
23.2* |
|
Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1). |
|
|
|
24.1* |
|
Power of Attorney (included on signature page). |
|
|
|
99.1 |
|
Amended and Restated 2014 Equity Incentive Plan of the Registrant, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 10, 2020). |
|
|
|
99.2 |
|
Forms of Stock Option Agreement, Option Exercise, Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the Amended and Restated 2014 Equity Incentive Plan of the Registrant, as amended (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on form 10-K for the fiscal year ended December 31, 2019 filed on March 20, 2020). |
|
|
|
99.3 |
|
2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on October 7, 2014). |
|
|
|
107* |
|
Filing Fee Table |
SIGNATURES
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 8, 2023.
|
PROTARA THERAPEUTICS, INC. |
|
|
|
|
By: |
/s/ Jesse
Shefferman |
|
|
Jesse Shefferman |
|
|
President and Chief Executive Officer |
POWER
OF ATTORNEY
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
8, 2023 |
Jesse
Shefferman |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Patrick Fabbio |
|
Chief
Financial Officer |
|
March
8, 2023 |
Patrick
Fabbio |
|
(Principal
Financial Officer) |
|
|
|
|
|
|
|
/s/
Hannah Fry |
|
Vice
President, Controller |
|
March
8, 2023 |
Hannah
Fry |
|
(Principal
Accounting Officer) |
|
|
|
|
|
|
|
/s/
Luke Beshar |
|
Chairman
of the Board of Directors |
|
March
8, 2023 |
Luke
Beshar |
|
|
|
|
|
|
|
|
|
/s/
Barry Flannelly, Pharm.D. |
|
Director |
|
March
8, 2023 |
Barry
Flannelly, Pharm.D. |
|
|
|
|
|
|
|
|
|
/s/
Roger Garceau, M.D. |
|
Director |
|
March
8, 2023 |
Roger
Garceau, M.D. |
|
|
|
|
|
|
|
|
|
/s/
Jane Huang, M.D. |
|
Director |
|
March
8, 2023 |
Jane
Huang, M.D. |
|
|
|
|
|
|
|
|
|
/s/
Richard Levy, M.D. |
|
Director |
|
March
8, 2023 |
Richard
Levy, M.D. |
|
|
|
|
|
|
|
|
|
/s/
Gregory P. Sargen |
|
Director |
|
March
8, 2023 |
Gregory
P. Sargen |
|
|
|
|
|
|
|
|
|
/s/
Cynthia Smith |
|
Director |
|
March
8, 2023 |
Cynthia
Smith |
|
|
|
|
|
|
|
|
|
/s/
Michael Solomon, Ph.D. |
|
Director |
|
March
8, 2023 |
Michael
Solomon, Ph.D. |
|
|
|
|
II-3
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