Protara Therapeutics, Inc. 10-Q

Item 5. Other Information 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” of Form 8-K: 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. Item 6. Exhibits 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. 55 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 thereunto duly authorized. PROTARA THERAPEUTICS, INC. Date: July 31, 2020 By: /s/ Jesse Shefferman Jesse Shefferman Chief Executive Officer (Principal Executive Officer) Date: July 31, 2020 By: /s/ Blaine Davis Blaine Davis Chief Financial Officer (Principal Financial and Accounting Officer) 56 EXHIBIT INDEX Exhibit No. Description 3.1 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). 3.2 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). 3.3 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). 3.4 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). 3.5 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). 4.1 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). 4.2 Fifth Amended and Restated Investors’ 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). 4.3 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). 10.1*† Restated Non-Employee Director Compensation Policy. 10.2*†^ Separation Agreement and Release, dated as of July 23, 2020, by and between the Registrant and Julio Casoy. 31.1* Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. 31.2* Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101* 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). * Exhibits filed herewith ** Exhibits furnished herewith. † Indicates 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. 57