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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-03-13 · 255 added, 200 removed, 52 unchanged (90% of the section changed)

Controls and Procedures.

Controls and Procedures

maintain disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to

ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed,

summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to

our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions

regarding required disclosure.

of December 31, 2023, our management, with the participation of our principal executive officer and principal financial officer, evaluated

the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

Our principal executive officer and principal financial officer have concluded based upon the evaluation described

above that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial

reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over

financial reporting is a process designed under the supervision and with the participation of our management, including our Chief Executive

Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

of December 31, 2023, our management assessed the effectiveness of our internal control over financial reporting using the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control-Integrated Framework (2013).

Based on this assessment, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial

Officer, concluded that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria.

in Internal Control Over Financial Reporting

evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and

Chief Financial Officer, of any changes in our internal control over financial reporting that occurred during our last fiscal quarter

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

That evaluation

did not identify any change in our internal control over financial reporting, as such term is defined in Rules 13a-15 and 15(d)-15 promulgated

under the Exchange Act, that occurred during our latest fiscal quarter and that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

Disclosure Controls and Procedures

We maintain disclosure controls

and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required

to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal

executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2024,

our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness

of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Our management recognizes

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives,

and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our principal

executive officer and principal financial officer have concluded based upon the evaluation described above that, as of December 31, 2024,

our disclosure controls and procedures were effective at the reasonable assurance level.

We continue to review and

document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from

time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

Management’s Annual Report on Internal

Control Over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process

designed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial

Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2024,

our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control-Integrated Framework (2013).

Based on this assessment,

management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that,

as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.

Changes in Internal Control Over Financial

An evaluation was performed

under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,

of any changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

That evaluation did not identify any change

in our internal control over financial reporting, as such term is defined in Rules 13a-15 and 15(d)-15 promulgated under the Exchange

Act, that occurred during our latest fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

Other Information.

(a) There is no information that was required to be disclosed

in a report on Form 8-K during the fourth quarter of 2023 but was not reported.

(b) In the quarter ended December 31, 2023, none of our directors

or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities

intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or

sale of our securities, within the meaning of Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

is no information that was required to be disclosed in a report on Form 8-K during the fourth quarter of 2024 but was not reported.

On March 3, 2025, our Board of Directors approved

an amendment to our ArTara Therapeutics, Inc.

Inducement Plan, or the Inducement Plan, to increase the number of shares of common stock,

par value $0.001 per share, reserved for issuance under the Inducement Plan by 600,000 shares, to a new total of 1,200,000 shares of common

As previously disclosed, the Inducement Plan was adopted by our Board of Directors without stockholder approval pursuant to Rule

5635(c)(4) of the Nasdaq Listing Rules.

In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan

may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’

bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the

Company or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules.

The foregoing description of the amendment to the Inducement Plan is

not intended to be complete and is qualified in its entirety by reference to the amendment, a copy of which is filed as Exhibit 10.36

to this Annual Report on Form 10-K and is incorporated herein by reference.

(b) Insider trading arrangements

The following table provides information concerning Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934) adopted in the fourth quarter of 2024 by any director or any executive officer who is subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934.

These trading arrangements are intended to satisfy the affirmative defense of Rule 10b5-1(c).

These trading arrangements permit transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table below.

These trading arrangements, identified as “Rule 10b5-1 Trading Arrangements”, only permit transactions upon expiration of the applicable mandatory cooling-off period under Rule 10b5-1.

Name Title Adoption Date Duration Aggregate number

common stock to be

purchased or sold

pursuant to the

trading arrangement

Jesse Shefferman President, Chief Executive Officer and Director December 27, 2024 March 31, 2025 –

March 31, 2026 76,501

Jacqueline Zummo Chief Scientific Operations Officer December 23, 2024 March 26, 2025 –

December 23, 2025 34,668

Disclosure Regarding Foreign Jurisdictions that Prevent

Directors, Executive Officers and Corporate Governance.

information required by this Item and not set forth below will be set forth in the section headed “—Election of Directors”

and “Information Regarding the Board of Directors and Corporate Governance” in our definitive Proxy Statement for our 2023

Annual Meeting of Stockholders to be filed with the SEC on or before April 29, 2024 (our “ Proxy Statement ”)

and is incorporated in this report by reference.

have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal

accounting officer) and employees, known as the Code of Business Conduct and Ethics.

The Code of Business Conduct and Ethics is available

on our website at http://www.protaratx.com under the Corporate Governance section of our Investors page.

We will promptly disclose

on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer,

principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit

waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted

the waiver and the date of the waiver.

The information required

by this Item and not set forth below will be set forth in the section headed “—Election of Directors” and “Information

Regarding the Board of Directors and Corporate Governance” in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders

to be filed with the SEC on or before April 30, 2025 (our “ Proxy Statement ”) and is incorporated in this report

by reference.

We have adopted a code of

ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer)

and employees, known as the Code of Business Conduct and Ethics.

The Code of Business Conduct and Ethics is available on our website at

http://www.protaratx.com under the Corporate Governance section of our Investors page.

We will promptly disclose on our website

(i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal

accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver,

from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver

and the date of the waiver.

Stockholders may request a free copy of the Code of Business Conduct and Ethics by emailing info@protaratx.com.

We have also adopted an Insider

Trading Policy that governs the purchase, sale and/or other dispositions of our securities by us and by our directors, officers and employees,

and that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange

listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation.

information required by this Item will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement

and is incorporated in this report by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

information required by this Item will be set forth in the section headed “ Security Ownership of Certain Beneficial Owners and

Management ” in our Proxy Statement and is incorporated in this report by reference.

regarding our equity compensation plans will be set forth in the section headed “ Executive Compensation ” in our Proxy

Statement and is incorporated in this report by reference.

Certain Relationships and Related Transactions, and Director Independence.

information required by this Item will be set forth in the section headed “ Transactions with Related Persons ” in our

Proxy Statement and is incorporated in this report by reference.

The information required

by this Item will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement and is incorporated

in this report by reference.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The information required

by this Item will be set forth in the section headed “ Security Ownership of Certain Beneficial Owners and Management ”

in our Proxy Statement and is incorporated in this report by reference.

Information regarding our

equity compensation plans will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement and

is incorporated in this report by reference.

Certain Relationships and Related Transactions, and Director

Independence.

The information required

by this Item will be set forth in the section headed “ Transactions with Related Persons ” in our Proxy Statement and

is incorporated in this report by reference.

Principal Accountant Fees and Services.

information required by this Item will be set forth in the section headed “ —Ratification of Selection of Independent Registered

Public Accounting Firm ” in our Proxy Statement and is incorporated in this report by reference.

The information required

by this Item will be set forth in the section headed “ —Ratification of Selection of Independent Registered Public Accounting

Firm ” in our Proxy Statement and is incorporated in this report by reference.

Exhibits and Financial Statement Schedules.

Documents filed as part of this report.

The following financial statements of Protara Therapeutics, Inc.

and Report of Ernst & Young LLP, Independent Register Public Accounting

Firm, are included in this report:

(a) Documents filed as

part of this report.

The following financial

statements of Protara Therapeutics, Inc.

and Report of Ernst & Young LLP, Independent Register Public Accounting Firm, are included

in this report:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

4 unchanged sentences

Notes to Consolidated Financial Statements 82

List of financial statement schedules:

schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes

List of Exhibits required by Item 601 of Regulation S-K.

List of financial statement

All schedules have been omitted

because they are not applicable or the required information is shown in the financial statements or notes thereto.

List of Exhibits required

by Item 601 of Regulation S-K.

See part (b) below.

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

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).

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

(b) Exhibits.

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.

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

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).

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).

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).

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).

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

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.6 to the Company’s

Annual Report on Form 10-K, filed with the SEC on March 8, 2023).

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

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).

of securities registered under Section 12 of the Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of the Registrant’s

Annual Report on Form 10-K, filed with the SEC on March 11, 2021).

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).

2 to Form S-4 as filed on December 4, 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 (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 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).

Composite Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2023).

Second Amended and Restated Bylaws (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).

Description of securities registered under Section 12 of the Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 11, 2021).

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).

2006 Equity Incentive Plan, as amended and restated August 21, 2014 (incorporated by reference to Exhibit 10.1 to Amendment No.

Company’s Registration Statement on Form S-1 filed on October 7, 2014 (File No.

1 to the Company’s Registration Statement on Form S-1 filed on October 7, 2014 (File No.

333-198777)).

of Stock Option Grant Notice and Stock Option Agreement under the Company’s 2006 Equity Incentive Plan, as amended (incorporated

by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on September 16, 2014).

of Rights/License Agreement, effective as of February 4, 2002, by and between Johns Hopkins University and F.

Nicholas Franano (incorporated

by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on September 16, 2014).

Agreement, dated January 12, 2009, by and between F.

Nicholas Franano and the Company (as successor-in-interest to Proteon Therapeutics,

L.L.C.) (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed on September

Form of Stock Option Grant Notice and Stock Option Agreement under the Company’s 2006 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on September 16, 2014).

Assignment of Rights/License Agreement, effective as of February 4, 2002, by and between Johns Hopkins University and F.

Nicholas Franano (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on September 16, 2014).

Letter Agreement, dated January 12, 2009, by and between F.

Nicholas Franano and the Company (as successor-in-interest to Proteon Therapeutics, L.L.C.) (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed on September 16, 2014).

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).

Agreement, dated September 23, 2019, by and among the Registrant and the institutional investors named therein (incorporated by reference

to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 24, 2019).

Amendment to Subscription Agreement, dated November 19, 2019, by and among the Registrant and the institutional investors named therein

(incorporated by reference to Exhibit 99.12 to the Registrant’s Registration Statement on Form S-4).

and Restated 2014 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current

Report on Form 8-K, filed on January 10, 2020).

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 on form 10-K for the fiscal year ended December 31, 2019 filed on March 20, 2020).

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

Subscription Agreement, dated September 23, 2019, by and among the Registrant and the institutional investors named therein (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 24, 2019).

First Amendment to Subscription Agreement, dated November 19, 2019, by and among the Registrant and the institutional investors named therein (incorporated by reference to Exhibit 99.12 to the Registrant’s Registration Statement on Form S-4).

Amended and Restated 2014 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 10, 2020).

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 on form 10-K for the fiscal year ended December 31, 2019 filed on March 20, 2020).

2017 Equity Incentive Plan of ArTara Subsidiary, Inc.

(incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report

on Form 8-K, filed with the SEC on January 10, 2020).

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).

of Stock Option Grant Notice and Stock Option Agreement under the Inducement Plan of the Registrant (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).

of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Inducement Plan of the Registrant (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).

Employment Agreement, dated as of November 5, 2019, as amended on December 4, 2019, by and between ArTara Subsidiary, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on

January 10, 2020).

Employment Agreement, dated as of December 17, 2019, by and between ArTara Subsidiary, Inc.

(incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

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).

Form of Stock Option Grant Notice and Stock Option Agreement under the Inducement Plan of the Registrant (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).

Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Inducement Plan of the Registrant (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).

Executive Employment Agreement, dated as of November 5, 2019, as amended on December 4, 2019, by and between ArTara Subsidiary, Inc.

and Jesse Shefferman.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

Executive Employment Agreement, dated as of December 17, 2019, by and between ArTara Subsidiary, Inc.

and Jacqueline Zummo, Ph.D., MPH, MBA.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

Employment Agreement, effective as of January 10, 2022, by and between the Registrant and Jathin Bandari, M.D.

(incorporated by reference

to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 5, 2022).

and Restated Executive Employment Agreement, entered into as of June 1, 2023, by and between the Registrant and Patrick Fabbio

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q, filed with the SEC on August 3,

License Agreement, by and between ArTara Subsidiary, Inc.

Executive Employment Agreement, effective as of January 10, 2022, by and between the Registrant and Jathin Bandari, M.D.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 5, 2022).

Amended and Restated Executive Employment Agreement, entered into as of June 1, 2023, by and between the Registrant and Patrick Fabbio (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q, filed with the SEC on August 3, 2023).

Choline License Agreement, by and between ArTara Subsidiary, Inc.

Buchman, M.D.

dated as of September 27, 2017.

(incorporated

by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

Research and License Agreement, by and between ArTara Subsidiary, Inc.

(incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

Sponsored Research and License Agreement, by and between ArTara Subsidiary, Inc.

and The University of Iowa dated as of November 28, 2018.

(incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

Agreement, by and between ArTara Subsidiary, Inc.

License Agreement, by and between ArTara Subsidiary, Inc.

and The Feinstein Institute for Medical Research dated as of December 22, 2017.

(incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

by and between ArTara Subsidiary, Inc.

Agreement, by and between ArTara Subsidiary, Inc.

and Chugai Pharmaceutical Co., Ltd.

dated as of June 17, 2019.

(incorporated by reference

to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

to Agreement, by and between Chugai Pharmaceutical Co., Ltd.

and the Registrant, dated as of July 14, 2020 and effective as of June

30, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on

November 12, 2020).

of Indemnity Agreement between the Registrant and each of its directors and officers.

(incorporated by reference to Exhibit 10.8

to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form

10-Q, filed with the SEC on May 5, 2022).

by and between 345 PAS HOLDING LLC, and the Registrant, dated as of December 7, 2020.

(incorporated by reference to Exhibit 10.25

to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 11, 2021)

(incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

Amendment to Agreement, by and between Chugai Pharmaceutical Co., Ltd.

and the Registrant, dated as of July 14, 2020 and effective as of June 30, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2020).

Form of Indemnity Agreement between the Registrant and each of its directors and officers.

(incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2024).

Lease by and between 345 PAS HOLDING LLC, and the Registrant, dated as of December 7, 2020.

(incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 11, 2021)

Subscription Agreement, dated April 5, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2024).

Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2024).

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2024).

Registration Rights Agreement, dated April 5, 2024 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2024).

2024 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 99.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2024).

2024 Employee Stock Purchase Plan of the Registrant (incorporated by reference to Exhibit 99.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2024).

Forms of Stock Option Agreement, Stock Option Grant Notice, Restricted Stock Unit Agreement and Restricted Stock Unit Grant Notice under the 2024 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 99.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2024).

Separation and Consulting Agreement and Release, dated as of March 18, 2024, by and between the Company and Jathin Bandari, M.D.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 18, 2024).

Retention Bonus, effective as of January 25, 2024, by and between Registrant and Jacqueline Zummo, Ph.D, MPH, MBA.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2024).

Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 11, 2024).

First Certificate of Amendment to Inducement Plan of the Registrant dated March 3, 2025.

Insider Trading Policy

List of Subsidiaries.

5 unchanged sentences

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

Executive Compensation Clawback Policy.

Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 13, 2024).

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

the Consolidated Balance Sheets as of December 31, 2023 and 2022;

(ii) the Consolidated Statements of Operations for the years ended December

31, 2023 and 2022;

(iii) the Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31,

2023 and 2022;

(i) the Consolidated Balance Sheets as of December 31, 2024 and 2023;

(ii) the Consolidated Statements of Operations for the years ended December 31, 2024 and 2023;

(iii) the Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023;

(iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023;

and (v) the notes to the

Consolidated Financial Statements.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (embedded within the Inline XBRL document)

have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedules will be furnished to the SEC upon

management contract or compensatory plan or arrangement.

portions of this exhibit (indicated by “[***]”) have been omitted as the Registrant has determined (i) the omitted information

is not material and (ii) the omitted information is of the type the Registrant customarily and actually treats as private or confidential.

and (v) the notes to the Consolidated Financial Statements.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedules will be furnished to the SEC upon request.

Indicates management contract or compensatory plan or arrangement.

Certain portions of this exhibit (indicated by “[***]”) have been omitted as the Registrant has determined (i) the omitted information is not material and (ii) the omitted information is of the type the Registrant customarily and actually treats as private or confidential.

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities and 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.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities and 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.

March 5, 2025

/s/ JESSE SHEFFERMAN

Jesse Shefferman

and Chief Executive Officer

behalf of the registrant and as the registrant’s Principal Executive Officer)

President and Chief Executive Officer

(on behalf of the registrant and as the

Principal Executive Officer)

March 5, 2025

/s/ PATRICK FABBIO

Patrick Fabbio

Financial Officer

behalf of the registrant and as the registrant’s Principal Financial Officer)

ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Jesse Shefferman and Patrick

Fabbio his or her true and lawful attorney-in-fact and agent with full power of substitution, 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 Annual Report on Form 10-K, and to file the same,

with all exhibits thereto and all 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 and about the premises, 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 or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Chief Financial Officer

(on behalf of the registrant and as the

Principal Financial Officer)

KNOW ALL PERSONS BY THESE

PRESENTS, that each individual whose signature appears below constitutes and appoints Jesse Shefferman and Patrick Fabbio his or her true

and lawful attorney-in-fact and agent with full power of substitution, 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 Annual Report on Form 10-K, and to file the same, with all exhibits thereto

and all 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 and about the premises,

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 or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and

in the capacities and on the dates indicated.

/s/ JESSE SHEFFERMAN

President and Chief Executive Officer and Director

March 5, 2025

Jesse Shefferman

and Chief Executive Officer and Director

Executive Officer)

(Principal Executive Officer)

/s/ PATRICK FABBIO

Chief Financial Officer

March 5, 2025

Patrick Fabbio

Financial Officer

Financial Officer)

President, Controller

Accounting Officer)

of the Board of Directors

(Principal Financial Officer)

/s/ HANNAH FRY

Vice President, Controller

March 5, 2025

(Principal Accounting Officer)

/s/ LUKE BESHAR

Chairman of the Board of Directors

March 5, 2025

/s/ BARRY FLANNELLY, PHARM.D.

March 5, 2025

Barry Flannelly, Pharm.D.

Flannelly, Pharm.D.

/s/ ROGER GARCEAU, M.D.

March 5, 2025

Roger Garceau, M.D.

Garceau, M.D.

/s/ JANE HUANG, M.D.

March 5, 2025

Jane Huang, M.D.

/s/ RICHARD LEVY,

March 5, 2025

Richard Levy, M.D.

/s/ GREGORY P.

March 5, 2025

/s/ CYNTHIA SMITH

March 5, 2025

Cynthia Smith

/s/ MICHAEL SOLOMON,

March 5, 2025

Michael Solomon, Ph.D.

Solomon, Ph.D.

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-K

Item 9A. Controls and Procedures