Securities Registration: Employee Benefit Plan (s-8)
March 11 2021 - 7:36AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 11, 2021
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
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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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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:
Jesse Shefferman
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Ryan S. Sansom, Esq.
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Protara Therapeutics, Inc.
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Karen E. Deschaine, Esq.
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345 Park Avenue South, Third Floor
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Cooley LLP
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New York, NY 10010
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4401 Eastgate Mall
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(646) 844-0337
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San Diego, California 92121
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(858) 550-6000
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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 Securities to be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering
Price per
Share (4)
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Proposed
Maximum
Aggregate
Offering
Price (4)
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Amount of
Registration
Fee
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Amended
and Restated 2014 Equity Incentive Plan, as amended (Common stock, $0.001 par value
per share)
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812,889 shares (2)
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$
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13.89
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$
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11,291,028.21
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$
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1,231.85
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2014 Employee Stock
Purchase Plan (Common stock, $0.001 par value per share)
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7,025 shares (3)
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$
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13.89
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$
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97,577.25
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$
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10.65
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Total
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819,914 shares
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—
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$
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11,388,605.46
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$
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1,242.50
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares
of Protara Therapeutics, Inc.’s (the “Registrant”) common stock, par value $0.001 per share (“Common
Stock”) that become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization
or any other similar transaction effected without receipt of consideration which results in an increase in the number of the Registrant’s
outstanding shares of Common Stock.
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(2)
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Represents additional shares of Common Stock reserved for
future grant under the Amended and Restated 2014 Equity Incentive Plan, as amended (the “EIP”) as a
result of the automatic increase in shares reserved thereunder on January 1, 2021 pursuant
to an “evergreen” provision contained in the EIP. Pursuant to such provision, the EIP provides that an additional
number of shares will automatically be added annually to the shares authorized for issuance under the EIP on January 1 of each
calendar year in an amount equal to (a) 4% of the total number of shares of the Registrant’s Stock (as defined in the EIP)
outstanding as of the end of the immediately preceding fiscal year; or (b) such lesser number of shares of Common Stock
as is determined by the Registrant’s board of directors (the “Board”) for the applicable year.
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(3)
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Represents additional shares of the Registrant’s
Common Stock reserved for issuance under the 2014 Employee Stock Purchase Plan (the “ESPP”) as a result
of the automatic increase in shares reserved thereunder on January 1, 2021 pursuant to and “evergreen” provision contained
in the ESPP. Pursuant to such provision, the ESPP provides that an additional number of shares will automatically be added annually
to the shares authorized for issuance under the ESPP on January 1 of each calendar year,
from January 1, 2015 and ending on (and including) January 1, 2024, in an amount equal to (a) the lesser of (i) 1% of the
total number of shares of Common Stock outstanding as of the end of the immediately preceding fiscal year or (ii) 7,025 shares
of Common Stock; or (b) such lesser number of shares of Common Stock as is determined by the Board for the applicable year.
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(4)
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Estimated pursuant to Rule 457(c) and Rule 457(h)(1) of
the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and
proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Common Stock as reported
on The Nasdaq Capital Market on March 5, 2021.
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PART I
EXPLANATORY NOTE
The Registrant is filing this Registration Statement on Form
S-8 for the purpose of registering an additional 812,889 shares of common stock under the EIP and an additional 7,025 shares of
common stock under the ESPP, pursuant to the “evergreen” provisions of each plan which provide for annual automatic
increases in the number of shares of 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) and January 15, 2020 (File No. 333-235918). 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 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):
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●
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the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2021;
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●
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the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form
8-A (File No. 001-36694) filed with the SEC on October 16, 2014 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), including any amendments or reports filed for the purpose of updating such description.
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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
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Description
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4.1
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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).
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4.2
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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).
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4.3
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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).
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4.4
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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).
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4.5
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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).
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4.6
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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).
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4.7
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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).
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4.8
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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).
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.3
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page).
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99.1
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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).
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99.2
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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).
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99.3
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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).
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SIGNATURES
Pursuant to the requirements of the Securities
Act, 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 11, 2021.
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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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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Jesse Shefferman 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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Name
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Title
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Date
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/s/ Jesse Shefferman
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President and Chief Executive Officer and Director
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March 11, 2021
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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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March 11, 2021
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Blaine Davis
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(Principal Financial and Accounting Officer)
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/s/ Luke Beshar
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Chairman of the Board of Directors
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March 11, 2021
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Luke Beshar
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/s/ Cynthia Smith
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Director
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March 11, 2021
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Cynthia Smith
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/s/ Roger Garceau, M.D.
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Director
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March 11, 2021
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Roger Garceau, M.D.
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/s/ Richard Levy, M.D.
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Director
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March 11, 2021
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Richard Levy, M.D.
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/s/ Gregory P. Sargen
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Director
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March 11, 2021
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Gregory P. Sargen
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/s/ Michael Solomon, Ph.D.
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Director
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March 11, 2021
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Michael Solomon, Ph.D.
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/s/ Barry Flannelly, Pharm.D.
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Director
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March 11, 2021
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Barry Flannelly, Pharm.D.
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