Amended Current Report Filing (8-k/a)
March 20 2020 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K/A
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 6, 2020
ArTara
Therapeutics, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-36694
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20-4580525
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1 Little West 12th Street
New York, NY
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10014
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: (646) 844-0337
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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TARA
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The Nasdaq Capital Market
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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. ☐
Introduction
On January 10, 2020, ArTara Therapeutics, Inc., formerly known
as Proteon Therapeutics, Inc. (“ArTara”), filed a Current Report on Form 8-K reporting that it completed
its previously announced merger transaction with ArTara Subsidiary, Inc. (formerly ArTara Therapeutics, Inc., “Private
ArTara”) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of September
23, 2019, by and among ArTara, REM 1 Acquisition, Inc. (“Merger Sub”), and Private ArTara (as amended
on November, 19, 2019, the “Merger Agreement”), pursuant to which Merger Sub merged with and into Private
ArTara, with Private ArTara surviving as a wholly owned subsidiary of ArTara (the “Merger”). Following
the completion of the Merger, ArTara is focused on advancing Private ArTara’s drug development programs.
On January 9, 2020, in connection with, and prior to the completion
of, the Merger, ArTara effected a 1-for-40 reverse stock split of its common stock (the “Reverse Stock Split”),
Private ArTara changed its name from “ArTara Therapeutics, Inc.” to “ArTara Subsidiary, Inc.”, and ArTara
changed its name from “Proteon Therapeutics, Inc.” to “ArTara Therapeutics, Inc.” In addition, immediately
following the closing of the Private Placement (defined below), all of the outstanding shares of ArTara’s Series A Preferred
Stock were converted into shares of ArTara’s common stock.
Also on January 9, 2020, pursuant to a Subscription Agreement
(as amended, the “Subscription Agreement”) entered into on September 23, 2019 with certain institutional
investors (the “Purchasers”), ArTara sold and issued to the Purchasers 1,896,888 shares of Common Stock
at a purchase price of approximately $7.01 per share, and 3,879.356 shares of Series 1 Preferred Stock at a purchase price of $7,011.47
per share, for an aggregate purchase price of approximately $40.5 million (the “Proteon Private Placement”)
and Private ArTara issued in a private placement immediately prior to the Merger (the “ArTara Private Placement”)
1,495,349 shares of Private ArTara common stock at a purchase price of approximately $1.34 per share (together with the Proteon
Private Placement, the “Private Placements”) for a purchase price of approximately $2 million.
Unless otherwise noted herein, all references to share and per
share amounts have been retrospectively adjusted to reflect the Reverse Stock Split. Upon completion of the Merger and the Private
Placements, there were 5,843,203 shares of the Company’s common stock outstanding and 3,879.356 shares of the Company’s
Series 1 Preferred Stock outstanding.
The Current Report on Form 8-K, filed on January 10, 2020 is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired
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The audited financial statements of ArTara Subsidiary, Inc.,
including ArTara Subsidiary, Inc.’s audited consolidated balance sheets as of December 31, 2019 and 2018, consolidated statements
of operations for the years ended December 31, 2019 and 2018, consolidated statement of changes in stockholders’ (deficit)
equity for the years ended December 31, 2019 and 2018, consolidated statements of cash flows for the years ended December 31, 2019
and 2018, the notes related thereto and the related independent registered public accounting firm’s report are referenced
as Exhibit 99.1 and are included herein.
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(b)
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Pro Forma Financial Information
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The unaudited pro forma combined financial information of the
Company, including the unaudited pro forma combined balance sheet as of December 31, 2019, the unaudited combined statement of
operations for the year ended December 31, 2019 and the notes related thereto are included as Exhibit 99.2 and are included herein.
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.
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ARTARA THERAPEUTICS, INC.
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Date:
March 19, 2020
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By:
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/s/ Jesse Shefferman
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Jesse Shefferman
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President and Chief Executive Officer
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2
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