Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
On
April 5, 2024, the Company entered into a subscription agreement with certain purchasers, or the Purchasers, pursuant to which
the Company agreed to sell and issue to the Purchasers, in a private placement, or the 2024 Private Placement, an aggregate of 9,143,380
shares of the Company’s common stock, or the Shares, held by certain selling stockholders, and, for certain purchasers, pre-funded
warrants, or the Pre-Funded Warrants, to purchase an aggregate of 1,700,000 shares of the Company’s common stock. In each case,
the Shares or Pre-Funded Warrants were issued with warrants or the Common Warrants, to purchase an aggregate of up to 10,843,380 shares
of the Company’s common stock. Each Share, along with its attached Common Warrant, has a purchase price of $4.15, and each Pre-Funded
Warrant, along with its attached Common Warrant, has a purchase price of $4.149. The closing date of the 2024 Private Placement was April
10, 2024. The 2024 Private Placement resulted in gross proceeds of approximately $45.0 million
and net proceeds of approximately $42.0 million, reflecting approximately $3.0 million of placement agent’s fees, legal costs
and other expenses connected with the transaction. The Company intends to use the net proceeds from the 2024 Private Placement
for general corporate and working capital purposes, including funding clinical trials. General corporate and working capital purposes
may include clinical study expenditures such as the addition of an 80 KE (Klinische Einheit, or KE, is a German term indicating a specified
weight of dried cells in vial) dose cohort and a systemic priming cohort to the ongoing ADVANCED-2 Phase 2 clinical trial of the
Company’s product candidate intravesical TARA-002 in patients with high-risk Non-Muscle Invasive Bladder Cancer (“NMIBC”)),
manufacturing expenditures, commercialization expenditures and capital expenditures. Guggenheim Securities, LLC acted as lead placement
agent and Oppenheimer & Co. acted as a placement agent in the transaction. The securities sold in the 2024 Private Placement were
issued in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
The Pre-Funded Warrants are
exercisable at any time after April 10, 2024, at an exercise price of $0.001 per share. The Common Warrants are exercisable at any time
after April 10, 2024 and on or prior to the earlier of (i) April 10, 2027 and (ii) 90 days after the public announcement that the Company
has demonstrated a six-month complete response rate of minimum 42% from at least 25 Bacillus Calmette-Guérin (BCG)-Unresponsive
patients in the ADVANCED-2 (Cohort B) clinical trial, at an exercise price of $5.25 per share.
The Pre-Funded Warrants and
the Common Warrants are exercisable so long as the aggregate number of shares of the Company’s common stock beneficially owned by
the holder (together with its affiliates) would not exceed 4.99% of the number of shares of the Company’s common stock outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Pre-Funded
Warrant or Common Warrant, as applicable. Such percentage may be increased or decreased to any number not in excess of 19.99% at the holder’s
election upon notice to the Company, any such increase not to take effect until the sixty-first day after notice to the Company.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.