8-K

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): January 10, 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	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 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.

Effective as of January 10, 2022 (the “Effective Date”), Protara Therapeutics, Inc. (the “Company”) appointed Jathin Bandari, M.D. as Chief Medical Officer of the Company. Dr. Bandari joined Protara in April 2020, serving as Senior Director of Strategy and Innovation, Executive Director of Clinical Development, Vice President, Head of Clinical Development, and most recently as Interim Chief Medical Officer. In 2020, Dr. Bandari joined the University of Rochester as Assistant Professor of Urology where he specialized in both minimally invasive urologic oncology and advanced open pelvic retroperitoneal cancer surgery, and where he maintains a faculty appointment. Dr. Bandari received his M.D. from Johns Hopkins University and from 2012 to 2018 he completed his urology residency at University of Pittsburgh Medical Center. Following residency, he completed a Society of Urologic Oncology fellowship at the University of Pittsburgh Medical Center where he was a clinical instructor from 2018 to 2020. He is an active member of the American Urological Association, Society of Urologic Oncology, American Society of Clinical Oncology, and Southwest Oncology Group. He has over 50 publications, national speakerships, textbooks, and grants.

In connection with Dr. Bandari’s appointment as the Chief Medical Officer, the Company and Dr. Bandari entered into an Executive Employment Agreement, effective as of the Effective Date. Pursuant to the terms of his Executive Employment Agreement, Dr. Bandari is entitled to an initial annual base salary of $415,000 per year, and an annual discretionary cash bonus of 40% of Dr. Bandari’s then-current base salary.

Dr. Bandari’s Executive Employment Agreement also provides that, subject to approval by the Board of Directors of the Company (the “Board”) (or a committee thereof), Dr. Bandari shall be granted (i) a stock option to purchase 81,000 shares of the Company’s common stock with an exercise price per share equal to the closing price per share on the grant date and (ii) a restricted stock unit award in respect of 13,500 shares of the Company’s common stock. Such stock option is subject to a four-year vesting schedule with 25% of the shares subject to the option vesting on the first anniversary of the grant date and the balance of the shares vesting in equal monthly installments over the subsequent 36 months of continuous service thereafter. The shares of common stock underlying the restricted stock unit award will vest in one-third installments annually on each of the first, second and third anniversaries of the grant date. Such awards will be granted under the Company’s Amended and Restated 2014 Equity Incentive Plan or such other plan or arrangements the Company may have in effect from time to time, as approved by the Board (or a committee thereof) in its sole discretion.

Under the terms of his Executive Employment Agreement, if Dr. Bandari is terminated by the Company without cause or resigns for good reason, he is entitled to receive (i) payment of his then-current base salary through the effective date of the termination or resignation, (ii) a one-time cash payment equal to nine months’ of his then-current base salary, (iii) a one-time cash payment equal to nine months’ of his target bonus, (iv) reimbursement of any healthcare premium costs for nine months, at the same level of coverage as he had during employment, and (v) pro-rata vesting of any outstanding equity awards to the extent that Dr. Bandari is not employed through the one-year anniversary of the applicable grant date of such outstanding equity awards. The severance benefits described in the foregoing sentence are, in each case, subject to Dr. Bandari’s compliance with continuing obligations to the Company and his execution of a general release in favor of the Company. In addition to the foregoing, if Dr. Bandari is terminated for other than cause, death or disability during the eighteen months following a change in control of the Company, Dr. Bandari will be entitled to acceleration of 100% of his then unvested outstanding equity awards.

The foregoing description of Dr. Bandari’s Executive Employment Agreement is only a summary and it is qualified in its entirety by the Executive Employment Agreement, a copy of which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022.

Item 8.01. Other Events.

On January 10, 2022, the Company issued a press release announcing the appointment of Dr. Bandari as the Company’s Chief Medical Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated January 10, 2022, issued by the Registrant.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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.

	PROTARA THERAPEUTICS, INC.
Date: January 10, 2022	By:	/s/ Blaine Davis
		Blaine Davis
		Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Protara Therapeutics Announces Appointment of Jathin Bandari, M.D. as Chief Medical Officer

NEW YORK, January 10, 2022 – Protara Therapeutics, Inc. (Nasdaq: TARA), a clinical-stage company developing transformative therapies for the treatment of cancer and rare diseases, today announced the appointment of Jathin Bandari, M.D., as Chief Medical Officer. Dr. Bandari is a practicing urologic oncologist, recently serving at the University of Rochester where he specialized in both minimally invasive urologic oncology and advanced open pelvic retroperitoneal cancer surgery, and where he maintains a faculty appointment. Dr. Bandari joined Protara in April 2020 as Vice President, Head of Clinical Development, and most recently was Interim Chief Medical Officer.

“We are thrilled for Dr. Bandari to expand his role with Protara,” said Jesse Shefferman, Chief Executive Officer of Protara Therapeutics. “His deep experience working with urologic cancer patients is invaluable as we continue to advance our lead product candidate, TARA-002, for the treatment of non-muscle invasive bladder cancer (NMIBC).”

“Since joining Protara in April 2020, I have been fortunate to work with a talented and innovative team, progressing TARA-002 as a potential therapy for NMIBC, lymphatic malformations and possibly other cancers,” said Dr. Bandari. “I am thrilled to join this exemplary team as Chief Medical Officer and work to advance transformative therapies for people with cancer and rare diseases.”

Dr. Bandari received his M.D. from Johns Hopkins University and completed his urology residency at University of Pittsburgh Medical Center. Following residency, he completed a Society of Urologic Oncology fellowship at the University of Pittsburgh Medical Center. He is an active member of the American Urological Association, Society of Urologic Oncology, American Society of Clinical Oncology, and Southwest Oncology Group. He has over 50 publications, national speakerships, textbooks, and grants.

About Protara Therapeutics, Inc.

Protara is committed to identifying and advancing transformative therapies for people with cancer and rare diseases. Protara’s portfolio includes its lead program, TARA-002, an investigational cell-based therapy being developed for the treatment of non-muscle invasive bladder cancer and lymphatic malformations, and IV Choline Chloride, an investigational phospholipid substrate replacement therapy for the treatment of intestinal failure-associated liver disease. For more information, visit www.protaratx.com.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Protara 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 Protara’s intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: statements regarding Protara’s business strategy, Protara’s development plans for its product candidates and expectations regarding the contribution of Dr. Bandari’s experience in helping Protara achieve its strategic objectives. 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 risks and uncertainties associated with: Protara’s development programs, including the initiation and completion of non-clinical studies and clinical trials and the timing of required filings with the FDA and other regulatory agencies; the impact of the COVID-19 pandemic on Protara’s business and the global economy; general market conditions; changes in the competitive landscape; changes in Protara’s strategic and commercial plans; Protara’s ability to obtain sufficient financing to fund its strategic plans and commercialization efforts; the loss of key members of management; and the risks and uncertainties associated with Protara’s business and financial condition in general, including the risks and uncertainties described more fully under the caption “Risk Factors” and elsewhere in Protara’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. Protara 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.

Company Contact:

Justine O’Malley

Protara Therapeutics

Justine.OMalley@protaratx.com

646-817-2836

XML

Cover	Jan. 10, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2022
Entity File Number	001-36694
Entity Registrant Name	Protara Therapeutics, Inc.
Entity Central Index Key	0001359931
Entity Tax Identification Number	20-4580525
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	345 Park Avenue South
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	646
Local Phone Number	844-0337
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TARA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false