What changed in this filing

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Item 5. Other Information

2020-07-31 compared with 2020-05-13 · 47 added, 66 removed, 20 unchanged (85% of the section changed)

Other Information

On May 8, 2020, the Company filed a Certificate

of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating

all provisions of the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock,

filed by the Company with the Delaware Secretary of State on August 1, 2017.

The foregoing is a summary of the terms

of the Certificate of Elimination.

The summary does not purport to be complete and is qualified in its entirety by reference to

the Certificate of Elimination, a copy of which is attached as Exhibit 3.6 and incorporated herein by reference.

On May 11, 2020, the Company filed a Second

Certificate of Amendment of Certificate of Incorporation of ArTara Therapeutics, Inc.

(the “Charter Amendment”) with

the Secretary of State of the State of Delaware to change of the name of the Company to Protara Therapeutics, Inc.

The foregoing is a summary of the terms

of the Charter Amendment.

The summary does not purport to be complete and is qualified in its entirety by reference to the Charter

Amendment, a copy of which is attached as Exhibit 3.3 and incorporated herein by reference.

The exhibits filed as part of this Quarterly

Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.

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 thereunto duly

The following disclosure is provided in

accordance with and in satisfaction of the requirement of Item 5.02 “Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers”

As previously announced in the Company’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2020, Julio Casoy, M.D.

will no longer

be employed by the Company as Chief Medical Officer effective August 3, 2020, or the Separation Date.

In connection with Dr.

Casoy’s

departure, the Company and Dr.

Casoy have entered into a Separation Agreement and Release, or the Separation Agreement, effective July 31, 2020, pursuant to which Dr.

Casoy will receive severance benefits from the Company.

Pursuant to the Separation Agreement,

in consideration of a general release of all claims against the Company and certain representations, warranties, covenants and

agreements, Dr.

Casoy is entitled to receive (i) his base salary for a period of nine months paid in a lump sum, (ii) a one-time

lump sum payment equal to nine months of his bonus at target, (iii) reimbursement of all business expenses for which he is entitled,

(iv) reimbursement of COBRA premium costs for nine months, or until he has secured other employment, whichever comes first and

(v) pro-rata vesting of his outstanding equity award given that he was not employed through the one-year anniversary of the applicable

grant date of such outstanding equity award.

The foregoing description of the Separation

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement,

a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated

herein by reference.

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 thereunto duly authorized.

THERAPEUTICS, INC.

Jesse Shefferman

July 31, 2020

Jesse Shefferman

Chief Executive Officer

Executive Officer

Chief Financial Officer

Executive Officer)

July 31, 2020

Financial Officer

Financial and Accounting Officer)

EXHIBIT INDEX

Agreement and Plan of Merger and Reorganization, dated September 23, 2019, by and among the Registrant, ArTara Therapeutics, Inc.

and REM 1 Acquisition, Inc.

(filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K as filed on September 24, 2019, and incorporated herein by reference).

Amendment No.

1 to Agreement and Plan of Merger and Reorganization, dated November 19, 2019, by and among the Registrant, ArTara Therapeutics, Inc.

and REM 1 Acquisition, Inc.

(filed as Exhibit 2.2 to the Registrant’s Registration Statement on Amendment No.

2 to Form S-4 as filed on December 4, 2019, and incorporated herein by reference).

Form of the ArTara Therapeutics, Inc.’s Support Agreement, dated September 23, 2019, by and between the Registrant, ArTara Therapeutics, Inc.

and each of the parties named in each agreement therein (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on September 24, 2019, and incorporated herein by reference).

Form of Registrant’s Support Agreement, dated September 23, 2019, by and between the Registrant, ArTara Therapeutics, Inc.

and each of the parties named in each agreement therein (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K as filed on September 24, 2019, and incorporated herein by reference).

Form of Lock-Up Agreement, dated September 23, 2019, by each of the parties named in each agreement therein (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K as filed on September 24, 2019, and incorporated herein by reference).

Sixth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 27, 2014).

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).

Second Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation

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).

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).

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, dated August 1, 2017 (incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K, filed on August 3, 2017).

Certificate of Elimination of Series A Convertible Preferred Stock of ArTara Therapeutics, Inc.

Second Amended and Restated By-laws of the Company.

(incorporated by reference to Exhibit 3.2 of Current Report on Form 8-K, filed on August 3, 2017).

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

1 to the Company’s Registration Statement on Form S-1 filed on October 7, 2014).

Second Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 of Current Report on Form 8-K, filed on August 3, 2017).

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).

1 unchanged sentence

Rights Agreement, dated as of June 22, 2017 by and among the Registrant and the stockholders party thereto (incorporated by reference to Exhibit 4.18 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 23, 2017).

Registration Rights Agreement, dated as of August 2, 2017, by and among the Registrant and the investors party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 3, 2017).

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).

Executive Employment Agreement, dated as of February 6, 2020, by and between the Registrant and Julio Casoy, M.D.

(incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 19, 2020).

10.1*&dagger;

Executive Employment Agreement, effective as of February 11, 2020 by and between the Registrant and Blaine Davis.

(incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 19, 2020).

10.2 &dagger;

Inducement Plan of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 30, 2020).

10.3 &dagger;

Form of Stock Option Grant Notice and Stock Option Agreement under ArTara Therapeutics, Inc.

Inducement Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 30, 2020).

Restated Non-Employee Director Compensation Policy.

10.2*&dagger;^

Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under ArTara Therapeutics, Inc.

Inducement Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 30, 2020).

Separation Agreement and Release, dated as of July 23, 2020, by and between the Registrant and Julio Casoy.

Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Interactive Data Files Pursuant to Rule 405

of Regulation S-T:

(i) the Condensed Consolidated Balance Sheets as of March 31, 2020 (unaudited) and the Consolidated

Balance Sheets as of December 31, 2019;

(ii) the Condensed Consolidated Statements of Operations (unaudited)

for the three months ended March 31, 2020 and 2019;

and (iii) the Condensed Consolidated Statements of Cash Flows (unaudited)

for the three months ended March 31, 2020 and 2019;

and (iv) the notes to the Condensed Consolidated Financial Statements

* Exhibits filed herewith

Interactive Data Files Pursuant to Rule 405 of Regulation S-T:

(i) the Condensed Consolidated Balance Sheets as of June 30, 2020 (unaudited) and the Consolidated Balance Sheets as of December 31, 2019;

(ii) the Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2020 and 2019;

and (iii) the Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2020 and 2019;

and (iv) the notes to the Condensed Consolidated Financial Statements (unaudited).

filed herewith

furnished herewith.

management contract or compensatory plan or arrangement.

^ Certain exhibits and schedules have been omitted pursuant

to Item 601(a)(5) of Regulation S-K.

The Registrant hereby undertakes to furnish supplementally a copy of any

omitted exhibit or schedule upon request by the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information