Registration of Additional Securities (up to 20%) (s-3mef)
September 22 2020 - 8:59AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on September 22, 2020
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTARA
THERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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20-4580525
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification No.)
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1 Little West
12th Street
New York, New
York 10014
(646) 844-0337
(Address, including
zip code, and telephone number, including area code of registrant’s principal executive offices)
Jesse Shefferman
Chief Executive Officer
Protara Therapeutics, Inc.
1 Little West 12th Street
New York, New York 10014
(646) 844-0337
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Ryan S. Sansom, Esq.
Karen E. Deschaine, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
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Blaine Davis
Chief Financial Officer
Protara Therapeutics, Inc.
1 Little West 12th Street
New York, New York 10014
(646) 844-0337
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Approximate date of commencement of
proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering: ☒ 333-238273
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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. ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
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Proposed maximum aggregate offering price(1)
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Amount of registration fee(2)
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Common Stock, par value $0.001 per share
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$
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9,233,720
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$
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1,199
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(1)
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The registrant previously registered securities at an aggregate offering price not to exceed $150,000,000 on a Registration
Statement on Form S-3 (File No. 333-238273), which was filed by the registrant on May 14, 2020 and declared effective on May 26,
2020 (the “Prior Registration Statement”). In accordance with Rule 462(b) under the Securities Act of 1933, as amended
(the “Securities Act”), an additional amount of securities having a proposed maximum aggregate offering price of $9,233,720 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional
shares, representing no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration
Statement. In no event will the maximum aggregate offering price of all securities issued pursuant to this Registration Statement
and the Prior Registration Statement exceed that registered under such Registration Statements.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.
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This Registration Statement shall
become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities
Act.
EXPLANATORY
NOTE AND
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule
462(b) under the Securities Act of 1933, as amended, Protara Therapeutics, Inc. (the “Registrant”) is
filing this Registration Statement on Form S-3 (this “Registration Statement”) with the Securities and
Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of
securities contemplated by the Registration Statement on Form S-3 (File No. 333-238273) (the “Prior Registration Statement”),
which the Registrant originally filed with the Commission on May 14, 2020, and which the Commission declared effective on May
26, 2020.
The Registrant
is filing this Registration Statement for the sole purpose of increasing the aggregate number of securities offered by the Registrant
by a proposed aggregate offering price of $9,233,720, which includes shares that may be sold by the Registrant in the event the
underwriters exercise their option to purchase additional shares of the Registrant’s common stock. The additional securities
that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the
maximum aggregate offering price of unsold securities under the Prior Registration Statement. The information set forth in the
Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this
Registration Statement.
The required opinion
and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in New York, New York on September 22, 2020.
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PROTARA THERAPEUTICS, INC.
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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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Pursuant to the
requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Jesse Shefferman
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President,
Chief Executive Officer and Director
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September
22, 2020
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Jesse Shefferman
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(Principal
Executive Officer)
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/s/
Blaine Davis
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Chief
Financial Officer
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September
22, 2020
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Blaine Davis
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(Principal
Financial and Accounting Officer)
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*
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Director
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September
22, 2020
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Luke Beshar
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*
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Director
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September
22, 2020
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Roger Garceau
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*
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Director
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September
22, 2020
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Richard Levy,
M.D.
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*
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Director
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September
22, 2020
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Gregory P. Sargen
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*
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Director
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September
22, 2020
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Michael Solomon,
Ph.D.
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*By:
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/s/ Jesse Shefferman
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Jesse Shefferman
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Attorney-in-Fact
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3
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