Item
1.01
|
Entry
into a Material Definitive Agreement.
|
On
September 22, 2020, Protara Therapeutics, Inc. (the “Company”) entered into two underwriting agreements (each, an
“Underwriting Agreement”) with Cowen and Company, LLC and Guggenheim Securities, LLC, as representatives (the “Representatives”)
of the several underwriters listed therein (collectively, the “Underwriters”), for separate, concurrent underwritten
public offerings of the Company’s securities, which together are expected to result in gross proceeds to the Company of
approximately $147.6 million, before deducting underwriting discounts and commissions and estimated offering expenses payable
by the Company.
The
first Underwriting Agreement (the “Common Stock Agreement”) relates to the offering of 4,600,000 shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”), at an offering price of $16.87 per share (the “Common
Offering”). The second Underwriting Agreement (the “Preferred Stock Agreement”) relates to the offering of 4,148
shares of the Company’s Non-Voting Series 1 Convertible Preferred Stock, par value $0.001 per share (“Series 1 Preferred”),
at an offering price of $16,873.54 per share (the “Preferred Offering,” and together with the Common Offering, the
“Offerings”).
The Offerings are being made pursuant
to the Company’s registration statement on Form S-3, declared effective by the Securities and Exchange Commission on
May 26, 2020 (Registration No. 333-238273), a base prospectus dated May 26, 2020, the related prospectus supplements, each
dated September 22, 2020 and pursuant to a related registration statement on Form S-3 (No. 333-248964) filed with the SEC
pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”). The Offerings are
expected to close on or about September 24, 2020, subject to customary closing conditions.
Each Underwriting Agreement contains customary
representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in each Underwriting Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties. All of the Company’s directors and executive officers and their affiliated entities have agreed, subject to certain
exceptions, not to sell or transfer any shares of Common Stock for 90 days, and the Company has agreed not to sell or transfer
any shares of the Common Stock for 90 days, in each case, after September 22, 2020, without first obtaining the written consent
of Cowen and Company, LLC.
The
foregoing descriptions of the Common Stock Agreement and the Preferred Stock Agreement are not complete and are subject to and
qualified in their entirety by reference to the Common Stock Agreement and the Preferred Stock Agreement, copies of which are
attached hereto as Exhibit 1.1 and Exhibit 1.2, respectively, and are incorporated herein by reference. A copy of the opinion
of Cooley LLP relating to the legality of the issuance and sale of the securities in these Offerings is attached as Exhibit 5.1
hereto.