Protara Therapeutics, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Protara Therapeutics, Inc. Index to Consolidated Financial Statements Page No. Protara Therapeutics, Inc. for the Years Ended December 31, 2024 and 2023 Report of Independent Registered Public Accounting Firm (PCAOB ID:42) 78 Consolidated Balance Sheets as of December 31, 2024 and 2023 79 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 202 3 80 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 202 3 81 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 202 3 82 Notes to Consolidated Financial Statements 83 77 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Protara Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Protara Therapeutics, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. Clinical trial prepaid and accrued expenses Description of the Matter As discussed in Note 2 to the consolidated financial statements, depending on the timing of payments to service providers, the Company records clinical trial prepaid or accrued expenses based on management’s estimates of the work performed under the service agreements, milestones achieved and experience with similar contracts. Auditing the Company’s accounting for clinical trial prepaid and accrued expenses is challenging due to the fact that information necessary to estimate the clinical trial prepaid and accrued expenses is accumulated from multiple sources. The determination of the clinical trial prepaid and accrued expenses when the Company has either not been invoiced or has not received information regarding actual costs incurred requires evaluation of the extent of completion of the services. How We Addressed the Matter in Our Audit To test the clinical trial prepaid and accrued expenses, our audit procedures included, among others, i) confirming the completeness of the terms and conditions of certain significant service agreements directly with the vendor; ii) testing the completeness and accuracy of the Company’s clinical trial prepaid and accrued expense models through verification of significant inputs, such as costs incurred and invoices paid, to the terms and conditions of the underlying agreements; iii) meeting with clinical operations personnel outside of the accounting department to discuss the basis for assumptions used in estimating cost of services provided but not yet invoiced; and iv) performing a hindsight analysis of invoices received subsequent to the balance sheet date and comparing to the Company’s estimates. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2021 New York, New York March 5, 2025 78 Protara Therapeutics, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 162,798 $ 39,586 Marketable debt securities 7,494 25,994 Prepaid expenses and other current assets 1,863 3,125 Total current assets 172,155 68,705 Restricted cash, non-current 745 745 Property and equipment, net 1,027 1,296 Operating lease right-of-use asset 4,255 5,264 Other assets 3,272 2,944 Total assets $ 181,454 $ 78,954 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 4,429 $ 2,434 Accrued expenses and other current liabilities 5,408 2,732 Operating lease liability 1,124 983 Total current liabilities 10,961 6,149 Operating lease liability, non-current 3,359 4,484 Total liabilities 14,320 10,633 Commitments and contingencies (Note 10) Stockholders’ Equity: Preferred stock, $ 0.001 par value, authorized 10,000,000 shares: Series 1 convertible preferred stock, 8,028 shares authorized at December 31, 2024 and 2023, 7,991 shares issued and outstanding as of December 31, 2024 and 2023. - - Common stock, $ 0.001 par value, authorized 100,000,000 shares: Common stock, 35,044,772 and 11,364,903 shares issued and outstanding as of December 31, 2024 and 2023, respectively. 35 11 Additional paid in capital 412,077 268,725 Accumulated deficit ( 244,980 ) ( 200,384 ) Accumulated other comprehensive income (loss) 2 ( 31 ) Total stockholders’ equity 167,134 68,321 Total liabilities and stockholders’ equity $ 181,454 $ 78,954 See accompanying notes to consolidated financial statements. 79 Protara Therapeutics, Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) Years Ended December 31, 2024 2023 Operating expenses: Research and development $ 31,704 $ 24,989 General and administrative 17,450 18,624 Total operating expenses 49,154 43,613 Income (Loss) from operations ( 49,154 ) ( 43,613 ) Other income (expense), net: Interest and investment income (expenses) 4,171 3,193 Other income (expense) 387 - Other income (expense), net 4,558 3,193 Net income (loss) $ ( 44,596 ) $ ( 40,420 ) Other comprehensive income (loss): Net unrealized gain (loss) on marketable debt securities 33 657 Other comprehensive income (loss) 33 657 Comprehensive income (loss) $ ( 44,563 ) $ ( 39,763 ) Net income (loss) per share attributable to common stockholders, basic and diluted $ ( 2.17 ) $ ( 3.57 ) Weighted-average shares outstanding, basic and diluted 20,592,847 11,331,338 See accompanying notes to consolidated financial statements. 80 Protara Therapeutics, Inc. Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share and per share data) Series 1 Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Income Total Stockholders’ Shares Amount Shares Amount Capital Deficit (Loss) Equity Balance at December 31, 2022 8,027 $ - 11,267,389 $ 11 $ 262,724 $ ( 159,964 ) $ ( 688 ) $ 102,083 Issuance of common stock upon settlement of restricted stock units - - 61,691 - ( 91 ) - - ( 91 ) Stock-based compensation - restricted stock units - - - - 1,208 - - 1,208 Stock-based compensation - stock options - - - - 4,884 - - 4,884 Conversion of Series 1 Convertible Preferred Stock to common stock ( 36 ) - 35,823 - - - - - Unrealized gain (loss) on marketable debt securities - - - - - - 657 657 Net income (loss) - - - - - ( 40,420 ) - ( 40,420 ) Balance at December 31, 2023 7,991 $ - 11,364,903 $ 11 $ 268,725 $ ( 200,384 ) $ ( 31 ) $ 68,321 Issuance of common stock upon settlement of restricted stock units - - 73,909 - ( 83 ) - - ( 83 ) Issuance of common stock upon exercise of stock options - - 47,580 - 135 - - 135 Stock-based compensation - restricted stock units - - - - 480 - - 480 Stock-based compensation - stock options - - - - 3,645 - - 3,645 Issuance of common stock, pre-funded warrants and warrants from private placement, net of offering costs of $ 3,034 - - 9,143,380 10 41,954 - - 41,964 Issuance of common stock and pre-funded warrants from public offering, net of offering costs of $ 6,665 - - 13,690,000 13 93,415 - - 93,428 Issuance of common stock from exercise of common warrants - - 725,000 1 3,806 - - 3,807 Unrealized gain (loss) on marketable debt securities - - - - - - 33 33 Net income (loss) - - - - - ( 44,596 ) - ( 44,596 ) Balance at December 31, 2024 7,991 $ - 35,044,772 $ 35 $ 412,077 $ ( 244,980 ) $ 2 $ 167,134 See accompanying notes to consolidated financial statements. 81 Protara Therapeutics, Inc. Consolidated Statements of Cash Flows (in thousands) Years Ended December 31, 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 44,596 ) $ ( 40,420 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Stock-based compensation 4,125 6,092 Operating lease right-of-use asset 1,009 1,013 Depreciation 332 341 Amortization of premium (Accretion of discount) on marketable debt securities ( 685 ) ( 444 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets 1,262 ( 1,265 ) Other assets ( 328 ) ( 2,300 ) Accounts payable 1,381 848 Accrued expenses and other current liabilities 2,676 ( 505 ) Operating lease liabilities ( 984 ) ( 917 ) Net cash provided by (used in) operating activities ( 35,808 ) ( 37,557 ) Cash flows from investing activities: Purchase of marketable debt securities ( 29,382 ) ( 12,186 ) Proceeds from maturity and redemption of marketable debt securities 48,600 65,338 Purchase of property and equipment ( 63 ) ( 45 ) Net cash provided by (used in) investing activities 19,155 53,107 Cash flows from financing activities: Proceeds from public offering, net of offering costs of $ 6,051 94,042 - Proceeds from private placement, net of offering costs of $ 3,034 41,964 - Proceeds from exercise of common warrants 3,807 - Proceeds from exercise of stock options 135 - Taxes paid related to net share settlement of restricted stock units ( 83 ) ( 91 ) Net cash provided by (used in) financing activities 139,865 ( 91 ) Net increase (decrease) in cash and cash equivalents and restricted cash 123,212 15,459 Cash and cash equivalents and restricted cash - beginning of year 40,331 24,872 Cash and cash equivalents and restricted cash - end of year $ 163,543 $ 40,331 Supplemental disclosure of cash flow information: Cash paid for: Interest $ - $ - Income taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Proceeds from public offering – offering costs incurred but not paid $ 614 $ - See accompanying notes to consolidated financial statements. 82 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) 1. Organization and Nature of the Business Overview Protara Therapeutics, Inc., and its consolidated subsidiaries (“Protara” or the “Company”), is a clinical-stage biopharmaceutical company committed to advancing transformative therapies for the treatment of cancer and rare diseases. Protara’s portfolio includes two development programs utilizing TARA-002, an investigational cell therapy in development for the treatment of non-muscle invasive bladder cancer, or NMIBC, and lymphatic malformations, or LMs. Additionally, the Company’s portfolio includes Intravenous, or IV, Choline Chloride, an investigational phospholipid substrate replacement therapy in development for patients receiving parenteral support, or PS. Liquidity and Capital Resources The Company is in the business of developing biopharmaceuticals and has no current or near-term revenues. The Company has incurred substantial clinical and other costs in its drug development efforts. The Company will need to raise additional capital in order to fully realize management’s plans. The Company believes that its current financial resources are sufficient to satisfy the Company’s estimated liquidity needs for at least 12 months from the date of issuance of these consolidated financial statements. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant items subject to such estimates include but are not limited to research and development accruals as well as contingencies. On an ongoing basis, the Company’s management evaluates its estimates based on historical and anticipated results, trends, and various other assumptions believed to be reasonable. Actual results could differ from those estimates. The results of any changes in accounting estimates are reflected in the financial statements of the period in which the change becomes evident. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. Cash and cash equivalents may be held in depository, money market accounts and/or U.S. Treasury securities, and are reported at fair value. 83 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) The Company’s restricted cash balances consist of cash deposits to collateralize letter of credit obligations. The following table provides a reconciliation of cash and cash equivalents, and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows: As of December 31, 2024 2023 Cash and cash equivalents $ 162,798 $ 39,586 Restricted cash, non-current 745 745 Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 163,543 $ 40,331 Fair Value Measurements Accounting Standards Codification, or ASC, Topic 820 “Fair Value Measurements” provides the framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). Fair value is defined as the exchange price, or an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, the three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data. The carrying amounts of cash and cash equivalents, prepaid expenses and accounts payable approximate their fair values due to the short-term nature of these instruments. Marketable Debt Securities The Company classifies investments in marketable debt securities with remaining maturities when purchased of greater than three months as available-for-sale. Investments with a remaining maturity date greater than one year are classified as non-current. The cost of securities sold is based on the specific identification method. Interest earned on securities that are classified as available-for-sale are included in interest and investment income. The Company records investments at fair value with unrealized gains and losses recorded as a component of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss until realized. Realized gains and losses are reflected in interest and investment income in the consolidated statements of operations and comprehensive loss and are determined using the specific identification method with transactions recorded on a settlement date basis. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary. The Company has the ability to hold such securities with an unrealized loss until its forecasted recovery. The Company determined that there was no material change in the credit risk of these investments. 84 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) The Company periodically evaluates the need for an allowance for credit losses. This evaluation includes consideration of several qualitative and quantitative factors, including whether it plans to sell the security, whether it is more likely than not it will be required to sell any marketable debt securities before recovery of its amortized cost basis, and if the entity has the ability and intent to hold the security to maturity, and the portion of any unrealized loss that is the result of a credit loss. Factors considered in making these evaluations include quoted market prices, recent financial results, operating trends, and implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, expected cash flows from securities, other publicly available information that may affect the value of the marketable debt security, duration and severity of decline in value and the Company’s strategy and intentions for holding the marketable debt security. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consists principally of cash and cash equivalents, restricted cash and investments in marketable debt securities. The Company invests its excess cash primarily in money market funds and high quality investment grade marketable debt securities of governments and/or corporations. The Company has adopted an investment policy that includes guidelines relative to credit quality, diversification and maturities to preserve principal and liquidity. Property and Equipment, net Property and equipment, including leasehold improvements, are recorded at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Depreciation begins at the time the asset is placed in service. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. The estimated useful lives for significant property and equipment categories are as follows: Asset Classification Estimated Useful Life Computer equipment 3 - 5 years Furniture, fixtures and other 5 years Laboratory equipment 7 years Leasehold improvements Shorter of the useful life of asset or the lease term Leases The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. Under Accounting Standards Codification, or ASC, 842, lease expense is recognized as a single lease cost on a straight-line basis over the lease term. The lease term consists of non-cancelable periods and may include options to extend or terminate the lease term, when it is reasonably certain such options will be exercised. Leases classified as operating leases are included in operating lease right-of-use, or ROU, assets, current operating lease liabilities and noncurrent operating lease liabilities in our consolidated balance sheet. Finance leases are included in property and equipment and finance lease obligations, in our consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term. Lease liabilities represent the present value of future lease payments, discounted using an incremental borrowing rate, which is a management estimate based on the information available at the commencement date of a lease arrangement. ROU assets and lease liabilities are recognized at the lease commencement date. The Company has elected to account for the lease and non-lease components for leases as a single component for classes of all underlying assets and allocate all the contract consideration to the lease component only. Lease cost for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses on the statements of operations and comprehensive loss. Variable lease payments are included in lease operating expenses. The Company recognizes costs associated with lease arrangements having an initial term of 12 months or less, or short-term leases, on a straight-line basis over the lease term; such short-term leases are not recorded on the balance sheet. 85 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable or that the useful life is shorter than originally estimated. When such events occur, the Company compares the carrying amounts of the asset or asset group to the undiscounted expected future cash flows. If this comparison indicates that the asset or asset group is impaired, the amount of impairment is measured as the difference between the carrying value and fair value of the asset or asset group. If the useful life is shorter than originally estimated, the Company will amortize the remaining carrying value over the new shorter useful life. To date, no such impairment loss has been recognized. Segment Information In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision maker, or CODM, or decision-making group in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating and reporting segment. See Note 16, Segment Information for further information. Research and Development Research and development expenses consist primarily of third-party costs incurred to develop drug candidates, personnel-related expenses, including salaries, benefits, travel and stock-based compensation expense, depreciation and other allocated overhead costs, which include rent and maintenance of facilities and other supplies. Research and development costs are expensed as incurred. Before a compound receives regulatory approval, the Company records upfront and milestone payments made to third parties under licensing arrangements as expense provided that there is no alternative future use of the rights in other research and development projects. Nonrefundable advance payments to vendors for goods or services that will be used or received in future research and development activities are deferred and recognized as expense in the period in which the related goods are delivered or services are performed. Where milestone payments are due to third parties under research and development collaboration arrangements or other contractual agreements, the milestone payment obligations are expensed when the milestone conditions are met and the amount of payment is reasonably estimable. Once a compound receives regulatory approval, the Company records any milestone payments in identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, the Company amortizes the payments on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. Certain third-party costs are included as a component of research and development expense. These expenses include fees paid to contract research organizations, or CROs, and other clinical trial costs, contractual services costs and costs for supply of its drug candidates. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved and experience with similar contracts in conjunction with known variable factors such as enrolled patients and site activity. The Company monitors each of these factors and adjusts estimates accordingly. 86 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Interest and Investment Income Investment income consists primarily of interest income, accretion income earned and amortization expense incurred and realized gains or losses related to our marketable debt securities, interest income related to cash and cash equivalents and restricted cash and dividend income related to money market funds. Stock-Based Compensation The Company’s stock-based compensation programs include stock options, restricted stock units, or RSUs, and an employee stock purchase program, or ESPP. The Company accounts for stock-based compensation using the fair value method. The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes forfeitures at the time forfeitures occur. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility for the Company’s common stock is determined based on an average of the historical volatility of the Company and the historical volatility of a peer-group of similar public companies. The expected term of options granted to employees is calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The simplified method is used as the Company does not have sufficient appropriate exercise data on which to base its own estimate. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free interest rate is based upon the U.S. Treasury yield curve commensurate with the expected term at the time of grant or remeasurement. The stock-based compensation expense associated with purchase rights under the ESPP is measured at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period. The Black-Scholes option pricing assumptions are similar to those used for stock options with the exception of the expected term of purchase rights for the ESPP which is based on the duration of an offering period. The fair values of RSUs are based on the fair market value of the Company’s common stock on the date of the grant. RSUs were historically granted to directors pursuant to the Company’s equity plan. Settlement for these RSUs is deferred until the earliest to occur of (i) the director’s termination of service, (ii) death, (iii) disability or (iv) a change in control of the Company. In the event of a change in control of the Company, the RSUs will vest in full. The fair value of all stock-based awards is recognized as stock-based compensation expense on a straight-line basis over the vesting period, which is typically three years for RSUs and one or four years for stock options. The Company classifies stock-based compensation expense in its statement of operations and comprehensive loss in the same way the payroll costs or service payments are classified for the related stock-based award recipients. 87 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for unrecognized tax benefits is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense in the consolidated statement of operations and comprehensive loss. Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares of common stock outstanding during the period includes any contingently issuable shares for which there is no circumstance under which those shares would not be issued and shares issuable upon the exercise of warrants to purchase common stock for no or nominal consideration. Diluted net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period plus the common equivalent shares for the period including any dilutive effect from unvested restricted stock units, outstanding stock options, potential shares issuable under the ESPP, and potential shares issuable upon conversion of preferred stock or exercise of outstanding warrants to purchase common stock. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board, or the FASB, ASC, 480, Distinguishing Liabilities from Equity , or ASC 480, and ASC 815, Derivatives and Hedging , or ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. Finally, the Company determines if the warrants meet the definition of a derivative based on their contractual terms. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company also evaluates if changes in contractual terms or other considerations would result in the reclassification of outstanding warrants from liabilities to stockholders’ equity (or vice versa). The fair market value of the warrants may be estimated using a Black-Scholes option-pricing model or potentially more complex valuation models depending on the nature of the contractual terms. 88 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) Recently Adopted Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update, or ASU, 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended December 31, 2024 retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no impact on reportable segments identified and had no effect on the Company’s consolidated financial position, results of operations, or cash flows. Additional required disclosure has been included within Note 16. Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09 – Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The standard is effective for public companies for annual periods beginning after December 15, 2024. Early adoption is available. The Company is still evaluating the full extent of the potential impact of the adoption of ASU 2023-09, but believes it will not have a material impact on its consolidated financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, which enhances the disclosures for various types of expenses. The standard is effective for public companies for annual periods beginning after December 15, 2026. Early adoption is available. The Company is still evaluating the full extent of the potential impact of the adoption of ASU 2024-03. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Other than as described in Notes 11, 12 and 15,the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 3. Fair Value of Financial Instruments The tables below present information about the Company’s financial instruments that are measured and carried at fair value on a recurring basis as of December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, as described under Note 2, Summary of Significant Accounting Policies. As of December 31, 2024 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds (a) $ 162,297 $ - $ - $ 162,297 Restricted cash, non-current: Money market funds (b) 745 - - 745 Marketable debt securities: U.S. Treasury securities (c) 7,494 - - 7,494 Total $ 170,536 $ - $ - $ 170,536 As of December 31, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds (a) $ 39,031 $ - $ - $ 39,031 Restricted cash, non-current: Money market funds (b) 745 - - 745 Marketable debt securities: Corporate bonds (c) - 23,495 23,495 Agency bonds (c) - 2,499 - 2,499 Total $ 39,776 $ 25,994 $ - $ 65,770 (a) Money market funds with original maturities of 90 days or less are included within cash and cash equivalents in the consolidated balance sheets. (b) Restricted money market funds are included within Restricted cash, non-current in the consolidated balance sheets. (c) U.S. Treasury securities and bonds with original maturities greater than 90 days are included within Marketable debt securities in the consolidated balance sheets and classified as current or non-current based upon whether the maturity of the financial asset is less than or greater than 12 months. 89 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) Money market funds are classified as Level 1 within the fair value hierarchy, because they are valued using quoted prices in active markets. Corporate and agency bonds classified as Level 2 within the fair value hierarchy are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. Prices of these securities are obtained through independent, third-party pricing services and include market quotations that may include both observable and unobservable inputs. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. There were no transfers of financial instruments among Level 1, Level 2, and Level 3 during the period presented. 4. Marketable Debt Securities Marketable debt securities, all of which were classified as available-for-sale, consist of the following as of: As of December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury securities – presented in marketable debt securities 7,492 2 - 7,494 Total $ 7,492 $ 2 $ - $ 7,494 As of December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Corporate bonds - presented in marketable debt securities $ 23,525 $ - $ ( 30 ) $ 23,495 Agency bonds - presented in marketable debt securities 2,500 - ( 1 ) 2,499 Total $ 26,025 $ - $ ( 31 ) $ 25,994 The Company has recorded the securities at fair value in its consolidated balance sheets and unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss). For the years ended December 31, 2024 and 2023 there were no realized gains or losses. Gains, if any, would be included in investment income within the consolidated statements of operations and comprehensive loss. The remaining maturities of all debt securities held at December 31, 2024 was less than one year. There were no sales of securities in the periods presented. Credit Losses Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses. 90 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) As of December 31, 2024, no securities were held in a loss position. As of December 31, 2023, marketable debt securities in a loss position consist of the following: As of December 31, 2023 In Continuous Loss Position Less Than 12 Months In Continuous Loss Position Greater Than 12 Months Total Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Corporate bonds – presented in marketable debt securities $ 19,498 $ ( 27 ) $ 3,997 $ ( 3 ) $ 23,495 $ ( 30 ) Agency bonds – presented in marketable debt securities 2,499 ( 1 ) - - 2,499 ( 1 ) Total $ 21,997 $ ( 28 ) $ 3,997 $ ( 3 ) $ 25,994 $ ( 31 ) As of December 31, 2024 and 2023, it was determined that there were no expected credit losses. Interest and Investment Income Interest and investment income consists of the following: For the Year Ended December 31, 2024 2023 Interest income $ 3,326 $ 2,727 Accretion of discount (Amortization of premium), net 809 454 Dividend income 36 12 Total interest and investment income $ 4,171 $ 3,193 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: As of December 31, 2024 2023 Prepaid research and development $ 853 $ 1,957 Prepaid insurance 622 659 Prepaid software 116 67 Prepaid retention bonuses 80 - Accrued interest on marketable debt securities - 242 Other prepaid expenses 190 163 Other current assets 2 37 Total $ 1,863 $ 3,125 91 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) 6. Property and Equipment, net Property and equipment, net consists of the following: As of December 31, 2024 2023 Computer equipment $ 235 $ 247 Furniture, fixtures and other 352 352 Laboratory equipment 913 913 Leasehold improvements 553 553 Property and equipment not yet placed into service 80 55 Total property and equipment 2,133 2,120 Less: Accumulated depreciation ( 1,106 ) ( 824 ) Total property and equipment, net $ 1,027 $ 1,296 Depreciation expense was $ 332 and $ 341 for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, $ 202 and $ 130 was included in research and development expense and general and administrative expense, respectively, within the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2023, $ 204 and $ 137 was included in research and development expense and general and administrative expense, respectively, within the consolidated statements of operations and comprehensive loss. As of December 31, 2024 and 2023, substantially 100 % of the Company’s total property and equipment, net was attributable to the United States. 7. Other Assets Other assets consists of the following: As of December 31, 2024 2023 Prepaid research and development, non-current $ 3,245 $ 2,661 Prepaid insurance, non-current - 272 Other non-current assets 27 11 Total $ 3,272 $ 2,944 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: As of December 31, 2024 2023 Employee costs $ 2,533 $ 2,112 Research and development 2,740 440 Other expenses 135 180 Total $ 5,408 $ 2,732 92 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) 9. Leases Operating leases In December 2020, the Company entered into an agreement to lease approximately 10,300 square feet of office space in New York, New York, or the Office Lease, which commenced in April 2021. Annual rent is approximately $ 1,117 . The Office Lease has a term of approximately seven years and contains provisions for a free-rent period, annual rent increases and an allowance for tenant improvements. The Company has an option to extend the term by five years, however, the Company determined at the lease commencement date that it was not reasonably certain to exercise the renewal option and such renewal was excluded from the operating lease ROU asset and operating lease liability recorded for this lease. The Company is responsible for real estate taxes, maintenance and other operating expenses applicable to the leased premises which are recognized as variable lease expense in the period when incurred. In conjunction with the Office Lease, the Company established a letter of credit of approximately $ 745 secured by cash balances included in restricted cash, non-current, within the consolidated balance sheets. In June 2021, the Company amended the existing agreement with its contract development and manufacturing organization, or CDMO, establishing a term of eight-years from the amendment date. Leases classified as operating leases are included in operating lease ROU assets, operating lease liabilities and operating lease liabilities, non-current, in the Company’s consolidated balance sheets. The Office Lease and the CDMO leased spaces are included in operating lease ROU assets and operating lease liabilities within the consolidated balance sheets. The Office Lease and the CDMO leased spaces are located within the United States. Cash paid for operating lease liabilities was $ 1,327 and $ 1,234 during the years ended December 31, 2024 and 2023, respectively. Lease expense consists of the following: For the Year Ended December 31, Lease expense 2024 2023 Operating lease expense $ 1,353 $ 1,423 Total $ 1,353 $ 1,423 Variable lease expense for the year ended December 31, 2024 was $ 99 . Variable lease expense for the year ended December 31, 2023 was not material. The weighted average discount rate and weighted-average remaining lease term for operating leases were: As of December 31, 2024 2023 Weighted-average discount rate 7.0 % 7.0 % Weighted-average remaining lease term – operating lease (in months) 43 55 As of December 31, 2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows: For the year ending December 31: Operating Lease Payments 2025 $ 1,395 2026 1,429 2027 1,429 2028 718 2029 87 Thereafter - Total future operating lease payments 5,058 Less: imputed interest ( 575 ) Present value of future minimum lease payments $ 4,483 93 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) 10. Commitments and Contingencies Employment Agreements Executive Employment Agreements The Company’s executive officers have entered into at-will employment agreements. Collaborations and License Agreements Choline License Agreement On September 27, 2017, the Company entered into a license agreement, or the Choline License Agreement, with Alan L. Buchman, or Dr. Buchman. Pursuant to the Choline License Agreement, the Company received from Dr. Buchman the license rights in and to the “Licensed Orphan Designations”, the “Licensed IND”, “Existing Study Data” and the “Licensed Know-How” for one or more of the licensed indications. Certain milestone and royalty payments may also be payable to Dr. Buchman. Regardless of whether development or commercialization is undertaken by the Company under the Choline License Agreement, during the term of the Choline License Agreement, the Company shall pay Dr. Buchman a minimum annual royalty that ranges from $ 25 to $ 75 . The Company will also pay Dr. Buchman up to $ 775 in additional milestone payments upon the achievement of various regulatory approval milestones. Further, the Company has an obligation to pay Dr. Buchman sales royalties based on aggregate net sales of IV Choline Chloride in each calendar quarter, with the tiered royalty rates ranging from 5.0 % to 10.5 % of net sales. In the event of development or commercialization activity by any sublicensees, the Company also agreed to pay Dr. Buchman a royalty in the mid-single digit percentage of (i) net cash receipts, after payment of taxes, received by the Company from sublicensees for their sales of licensed products and (ii) any other consideration received by the Company from such sublicensees; in each case, including a fair monetary value for any transaction that is not a bona fide arms-length transaction or that is for consideration other than monetary. Further, in the event of a sale or transfer of a priority review voucher regarding the license product, regardless of whether any development or commercialization activity is undertaken by the Company or the Company’s sublicensees, the Company agreed to pay Dr. Buchman a milestone payment representing the mid-single digit percentage of (i) net cash receipts, after payment of taxes and (ii) any other consideration; in each case, received by the Company, the Company’s affiliates, or the Company’s sublicensees, including a fair monetary value for any transaction that is not a bona fide arms-length transaction or that is for consideration other than monetary. During the years ended December 31, 2024 and 2023, the Company recorded research and development expense of $ 52 and $ 27 , in connection with the Choline License Agreement. License Agreement On December 22, 2017, the Company entered into an agreement, or the Feinstein Agreement, with The Feinstein Institute for Medical Research, or the Feinstein Institute, a not-for-profit corporation with 50 research labs and 2,500 clinical research studies. Pursuant to the Feinstein Agreement, the Company acquired an exclusive license relating to treatment of fatty liver diseases in humans for which Choline may be an effective therapeutic. In consideration for the rights and license granted, the Feinstein Institute would receive a royalty of one percent ( 1 %) of the first one hundred million dollars ($ 100,000 ) of net sales of IV Choline Chloride and a royalty of one and one-half percent ( 1.5 %) of all net sales thereafter. In addition, the Company would pay the Feinstein Institute twelve and one-half percent ( 12.5 %) of net proceeds resulting from agreements entered within two years from the effective date, and seven and one-half percent ( 7.5 %) of net proceeds resulting from agreements entered into thereafter. Pursuant to the Feinstein Agreement additional payments would be due to the Feinstein Institute for license maintenance payments and for meeting milestone events. Pursuant to the Feinstein Agreement, upon the achievement of certain future new drug application milestones, the Company would be obligated to remit an aggregate of $ 275 . During the years ended December 31, 2024 and 2023, the Company recorded research and development expense of $ 15 and $ 15 , respectively, in connection with the Feinstein Agreement. 94 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) Sponsored Research and License Agreement On November 28, 2018, the Company entered into a sponsored research and license agreement, or the Iowa Agreement, with the University of Iowa. Pursuant to the Iowa Agreement, the University of Iowa, which is engaged in clinical research to improve the diagnosis and treatment of lymphangioma using a pharmaceutical product (OK-432), would assist the Company in collecting case reports, forms, source data, and safety data available to the University of Iowa in support of the development of the Company’s proprietary Streptococcus Pyogenes investigational product, TARA-002 for the LMs indication. During the term of the services, the Company would generally pay the University of Iowa thirty thousand dollars ($30) per year to fund the project, plus additional amounts upon the realization of certain milestones. More specifically, upon forty-five (45) days of an approval of TARA-002 by the Food and Drug Administration, or the FDA, the Company would pay up to $1,750 to the University of Iowa for meeting these milestones. Furthermore, the Company would pay the University of Iowa royalties of up to 1.75% for net sales ranging from $0 - $25,000, 2.25% for net sales ranging from $25,000 to $50,000, and 2.50% for net sales in excess of $50,000. Pursuant to the Iowa Agreement, the University of Iowa would be entitled to additional payments for the Company achieving annual net sales of product according to the milestones. For annual net sales of product up to $25,000: $62; for annual net sales of product of up to $50,000: $62; and for annual net sales of product of up to $100,000: $125. There were no research and development expenses recognized, pursuant to the Iowa Agreement, during the years ended December 31, 2024 and 2023. Chugai Agreement On June 17, 2019, the Company entered into an agreement, or the Chugai Pharmaceutical Agreement, with Chugai Pharmaceutical Co., LTD, or Chugai, a drug manufacturing firm with offices and operations in Japan. Pursuant to the Chugai Pharmaceutical Agreement, Chugai would help the Company in its goals to develop and commercialize a therapeutic product, or the New Product, which is comparable to the Chugai existing therapeutic product, or the Existing Product. In addition, the Company would be entitled to the use of Chugai materials and technical support as necessary. On July 14, 2020, the Company and Chugai entered into an amendment, or Chugai Amendment, to the Chugai Pharmaceutical Agreement, with an effective date of June 30, 2020. The Chugai Amendment extended the date through which Chugai will exclusively provide the Existing Product and materials to the Company from June 30, 2020 to June 30, 2021, extended the date through which Chugai will not provide materials or technical support to any third-party for the purpose of development and commercialization in a given area from the fifth anniversary to the eleventh anniversary of the original effective date, and provides for further such extensions on the occurrence of certain events and milestones. The amendment further provides that, in addition to the designated fee provided upon the initial indication approval in the Chugai Pharmaceutical Agreement, the Company will pay Chugai a designated fee for each additional indication approval. The Company is obligated to Chugai for certain payments upon the completion of agreed upon milestones. As consideration for Chugai’s performance under the Chugai Pharmaceutical Agreement, the Company agreed to pay Chugai a payment in the low, single-digit millions related to such initial indication approval, which payment will be made in two installments with an initial payment in July 2020, and the remaining majority of the payment payable upon FDA approval of the New Product. There were no research and development expenses recognized, pursuant to the Chugai Pharmaceutical Agreement, during the years ended December 31, 2024 and 2023. Contingencies From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Management is of the opinion that the ultimate outcome of these matters would not have a material adverse impact on the financial position of the Company or the results of its operations. In the normal course of business, the Company enters into contracts in which it makes representations and warranties regarding the performance of its services and that its services will not infringe on third-party intellectual rights. There have been no significant events related to such representations and warranties in which the Company believes the outcome could result in losses or penalties in the future. 95 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) 11. Stockholders’ Equity Common Stock As of December 31, 2024, the Company had 100,000,000 shares of common stock authorized for issuance, $ 0.001 par value per share, of which 35,044,772 and 11,364,903 shares were issued and outstanding as of December 31, 2024 and 2023, respectively. The holders of the Company’s common stock are entitled to one vote per share. Preferred Stock As of December 31, 2024 and 2023, the Company had 10,000,000 shares of preferred stock authorized for issuance, $ 0.001 par value per share, of which 8,028 shares of Series 1 Convertible Preferred Stock are authorized for issuance. As of December 31, 2024 and 2023, 7,991 shares were issued and outstanding. Description of Series 1 Convertible Preferred Stock Each share of Series 1 Convertible Preferred Stock is convertible into approximately 1,000 shares of the Company’s common stock, at a conversion price initially equal to approximately $ 7.01 per common share, subject to adjustment for any stock splits, stock dividends and similar events, at any time at the option of the holder, provided that any conversion of Series 1 Convertible Preferred Stock by a holder into shares of the Company’s common stock would be prohibited if, as a result of such conversion, the holder, together with its affiliates and any other person or entity whose beneficial ownership of the Company’s common stock would be aggregated with such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own more than 9.99 % of the total number of shares of the Company’s common stock issued and outstanding after giving effect to such conversion. Upon written notice to the Company, the holder may from time to time increase or decrease such limitation to any other percentage not in excess of 19.99 % specified in such notice. In addition, upon the occurrence of certain transactions that involve the merger or consolidation of the Company, an exchange or tender offer, a sale of all or substantially all of the assets of the Company or a reclassification of its Common Stock, each share of Series 1 Convertible Preferred Stock will be convertible into the kind and amount of securities, cash and/or other property that the holder of a number of shares of Common Stock issuable upon conversion of one share of Series 1 Convertible Preferred Stock would receive in connection with such transaction. The terms of the Series 1 Convertible Preferred Stock provide that, in the event of a fundamental transaction (as such term is described in the certificate of designation of preferences, rights and limitations of series 1 convertible non-voting preferred stock), each share of Series 1 Convertible Preferred Stock outstanding will thereafter be convertible into the kind and amount of securities, cash and/or other property which a holder of the number of shares of common stock of the Company issuable upon conversion of one share of Series 1 Convertible Preferred Stock immediately prior to such fundamental transaction would have been entitled to receive pursuant to such fundamental transaction, provided that, if the value of the aggregate of such securities, cash and/or other property the which the holder of one share of Series 1 Convertible Preferred Stock would be entitled to upon conversion thereof would be less than the stated value, then each outstanding share of Series 1 Convertible Preferred Stock will instead be convertible into such kind of securities, cash and/or other property with an aggregate value equal to the stated value. Each share of Series 1 Convertible Preferred Stock is entitled to a preference of $ 10.00 per share upon liquidation of the Company, and thereafter will share ratably in any distributions or payments on an as-converted basis with the holders of Common Stock. The holders of Series 1 Convertible Preferred Stock are not entitled to vote. During August 2023, approximately 36 shares of Series 1 Convertible Preferred Stock were converted into 35,823 shares of common stock. Subsequent to December 31, 2024, in February 2025, approximately 1,191 shares of Series 1 Convertible Preferred Stock were converted into 1,190,996 shares of common stock. Additionally, in March 2025, approximately 1,185 shares of Series 1 Convertible Preferred Stock were converted into 1,185,248 shares of common stock. 96 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) April 2024 Private Placement 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 April 2024 Private Placement, an aggregate of 9,143,380 shares of the Company’s common stock, or the April 2024 Shares, and, for certain purchasers, pre-funded warrants, or the April 2024 Pre-Funded Warrants, to purchase an aggregate of 1,700,000 shares of the Company’s common stock. In each case, the April 2024 Shares or April 2024 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 April 2024 Share, along with its attached Common Warrant, had a purchase price of $ 4.15 , and each April 2024 Pre-Funded Warrant, along with its attached Common Warrant, had a purchase price of $ 4.149 . The closing date of the April 2024 Private Placement was April 10, 2024. The April 2024 Private Placement resulted in gross proceeds of approximately $ 44,998 and net proceeds of approximately $ 41,964 , reflecting approximately $ 3,034 of placement agent’s fees, legal costs and other expenses connected with the transaction. The April 2024 Pre-Funded Warrants are exercisable at any time, at an exercise price of $ 0.001 per share. The Common Warrants are exercisable 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, or BCG,-Unresponsive patients in the ADVANCED-2 (Cohort B) clinical trial, at an exercise price of $ 5.25 per share. The April 2024 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 9.99 %, or for certain holders, 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 April 2024 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. Both the April 2024 Pre-Funded Warrants and the Common Warrants contain standard adjustments to the exercise price, inclusive of stock splits, stock dividends and pro rata distributions and contain customary terms regarding the treatment of such April 2024 Pre-Funded Warrants or Common Warrants in the event of a fundamental transaction, which include but are not limited to a merger or consolidation involving the Company, a sale of all or substantially all of the assets of the Company or a business combination resulting in any person acquiring more than 50% of the outstanding shares of common stock of the Company. The Company concluded that the April 2024 Pre-Funded Warrants and Common Warrants met the requirements to be classified in stockholders’ equity. The fair market value of the April 2024 Pre-Funded Warrants was estimated as the difference between the share price of our stock on the agreement date and the exercise price of the April 2024 Pre-Funded Warrant. The fair market value of the Common Warrants at their issuance was estimated using the Black-Scholes option-pricing model. The assumed dividend yield was based upon the Company’s expectation of not paying dividends in the foreseeable future. Expected volatility for the Company’s common stock was determined based on the historical volatility of the Company over the full term of the warrant. The risk-free interest rate was based upon the U.S. Treasury yield curve commensurate with the expected term at the time of grant. The expected term of the Common Warrants was calculated utilizing the three-year expiration date, taking into consideration the possibility of an accelerated expiration date pursuant to the terms of the Common Warrants. The estimated fair market values of the April 2024 Shares, April 2024 Pre-Funded Warrants and Common Warrants have been recorded in additional paid in capital. As of December 31, 2024, 725,000 Common Warrants have been exercised. As of December 31, 2024, no Common Warrants have expired and no April 2024 Pre-Funded Warrants have been exercised or expired. 97 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) December 2024 Public Offering On December 9, 2024, the Company entered into an underwriting agreement, or the Underwriting Agreement, with TD Securities (USA) LLC, Cantor Fitzgerald & Co. and LifeSci Capital LLC, as representatives, or the Representatives, of the several underwriters named therein, or collectively, the Underwriters, pursuant to which the Company agreed to sell and issue to the Underwriters an aggregate of 13,690,000 shares, or the December 2024 Shares, of common stock of the Company, par value $ 0.001 per share and, for certain purchasers, pre-funded warrants, or the December 2024 Pre-Funded Warrants, to purchase an aggregate of 2,325,372 shares of Common Stock, or the December 2024 Public Offering. The price to the public in the December 2024 Public Offering was $ 6.25 per December 2024 Share and $ 6.249 per December 2024 Pre-Funded Warrant, which is the price per share at which the December 2024 Shares were sold to the public in the December 2024 Public Offering, minus the $ 0.001 exercise price per December 2024 Pre-Funded Warrant. In addition, under the terms of the Underwriting Agreement the Company granted the Underwriters the option, for 30 days, to purchase up to an additional 2,402,305 shares of common stock at the public offering price, less underwriting discounts and commissions, or the Underwriters’ Option. The December 2024 Public Offering closed on December 11, 2024, resulting in gross proceeds of approximately $ 100.1 million and net proceeds of approximately $ 93.4 million, reflecting approximately $ 6.7 million of underwriters’ fees, legal costs and other expenses connected with the transaction. The December 2024 Pre-Funded Warrants are exercisable at any time, at an exercise price of $ 0.001 per share. The December 2024 Pre-Funded Warrants contain standard adjustments to the exercise price, including for stock splits, stock dividends and pro rata distributions and contain customary terms regarding the treatment of such December 2024 Pre-Funded Warrants in the event of a fundamental transaction, which include but are not limited to a merger or consolidation involving the Company, a sale of all or substantially all of the assets of the Company or a business combination resulting in any person acquiring more than 50% of the outstanding shares of Common Stock of the Company. Additionally, the December 2024 Pre-Funded Warrants include restrictions on exercise in the event the Purchaser’s beneficial ownership of the Company’s common stock would exceed 4.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. The Company concluded that the December 2024 Pre-Funded Warrants met the requirements to be classified in stockholders’ equity. The fair market value of the December 2024 Pre-Funded Warrants has been determined as the spread between the price paid by the Underwriters and the share price of our stock on the agreement date. The estimated fair values of the December 2024 Shares and December 2024 Pre-Funded Warrants have been recorded in additional paid in capital. As of December 31, 2024, no December 2024 Pre-Funded Warrants have expired or have been exercised. Subsequent to December 31, 2024, on January 8, 2025, the Underwriters notified the Company of their determination to exercise the Underwriters’ Option in part, and purchased an additional 438,738 shares of Common Stock, at the public offering price less underwriting discounts and commissions. Closing for the partial exercise of the Underwriters’ Option occurred on January 13, 2025. The transaction costs will be charged to additional paid in capital in the period the Underwriters’ Option was exercised. The exercise of the Underwriters’ Option resulted in gross proceeds of approximately $ 2.7 million and net proceeds of approximately $ 2.5 million, reflecting approximately $ 0.2 million of underwriters’ fees, legal costs and other expenses connected with the transaction. 12. Stock-Based Compensation 2014 Equity Incentive Plan On October 3, 2014, the stockholders approved the 2014 Equity Incentive Plan. On June 20, 2017, the Company’s Board of Directors amended the 2014 Equity Incentive Plan, or the Amended and Restated 2014 Plan. On July 31, 2017, the stockholders approved this amendment. On January 1, 2020, Protara Therapeutics, Inc. amended its Amended and Restated 2014 Equity Incentive Plan to increase the number of shares of stock available for issuance under the 2014 Equity Incentive Plan to 1,048,300 shares and made conforming changes and updates pursuant to Section 162(m) of the Code. 98 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) The Amended and Restated 2014 Plan provided for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock and stock unit awards, performance units, stock grants and qualified performance-based awards. The Amended and Restated 2014 Plan provided that the number of shares reserved and available for issuance would automatically increase each January 1, by four percent of the Company’s common stock on the immediately preceding December 31, adjusted for the number of shares of the Company’s common stock issuable upon conversion of any security that the Company may issue that is convertible into or exchangeable for the Company’s common stock, or such lesser number of shares as determined by the Company’s Board of Directors. Terms of the stock awards, including vesting requirements, are determined by the Board of Directors, subject to the provisions of the plans. Certain awards provide for accelerated vesting if there is a change in control as defined in the Amended and Restated 2014 Plan. On January 1, 2023, pursuant to the annual evergreen feature of the Amended and Restated 2014 Plan, the number of shares authorized under the Amended and Restated 2014 Plan, was increased by 861,933 shares to 3,563,303 shares. On January 1, 2024, pursuant to the annual evergreen feature of the Amended and Restated 2014 Plan, the number of shares authorized under the Amended and Restated 2014 Plan, was increased by 911,380 shares to 4,474,683 shares. Following the approval of the Company’s 2024 Equity Incentive Plan, or 2024 EIP, by the stockholders of the Company on June 7, 2024, no additional awards will be made under the Amended and Restated 2014 Plan. As of December 31, 2024, there were 3,700,664 shares of common stock subject to outstanding awards. 2017 Equity Incentive Plan On August 10, 2017, Private ArTara, (a predecessor of the Company), its Board of Directors and its stockholders approved the ArTara Therapeutics, Inc. 2017 Equity Incentive Plan to enable Private ArTara and its affiliates to recruit and retain highly qualified personnel and to incentivize personnel for productivity and growth. The 2017 Equity Incentive Plan provided for the grant of a total of 2,000,000 shares for the issuance of stock options, stock appreciation rights, restricted stock and restricted stock units to among others, members of the Board of Directors, employees, consultants and service providers to the Company and its affiliates. As of January 9, 2020, in connection with the Merger, no additional awards will be made under the 2017 Equity Incentive Plan. As of December 31, 2024, there were 134,328 shares of common stock subject to outstanding awards. 2020 Inducement Plan On March 26, 2020, the Compensation Committee of the Board of Directors, or the Compensation Committee, approved the ArTara Therapeutics, Inc. Inducement Plan, or the 2020 Inducement Plan, in order to award nonstatutory stock options, restricted stock awards, restricted stock unit awards and other stock-based awards to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. The 2020 Inducement Plan provides for a total of 600,000 shares for the issuance of the Company’s common stock. The Compensation Committee also adopted a form of stock option grant notice and stock option agreement and forms of restricted stock unit grant notice and restricted stock unit agreement for use with the 2020 Inducement Plan. As of December 31, 2024, there were 512,900 shares of common stock subject to outstanding awards and 87,100 shares of common stock available for future issuance under the 2020 Inducement Plan. Subsequent to December 31, 2024, on March 3, 2025, the Compensation Committee approved a Certificate of First Amendment to the 2020 Inducement Plan to increase the number of shares provided for under the plan by 600,000 shares to 1,200,000 shares. 99 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) 2024 Equity Incentive Plan On June 7, 2024, the stockholders approved the 2024 EIP. The 2024 EIP provides for the grant of 1,500,000 shares of common stock for stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other stock and cash awards. Terms of the stock awards, including vesting requirements, are determined by the Board of Directors, subject to the provisions of the 2024 EIP. As of December 31, 2024, there were 93,000 shares of common stock subject to outstanding awards and 1,407,000 shares of common stock available for future issuance under the 2024 EIP. 2024 Employee Stock Purchase Plan On June 7, 2024, the stockholders of the Company approved the 2024 Employee Stock Purchase Plan, or 2024 ESPP. The number of shares authorized under the 2024 ESPP is 1,000,000 . As of December 31, 2024, the number of shares available for issuance was 1,000,000 . During year ended December 31, 2024, no shares were issued under the 2024 ESPP. Restricted Stock Units The following table summarizes restricted stock unit activity: Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2023 236,679 $ 7.07 Granted 210,700 1.91 Forfeited ( 39,886 ) 2.89 Vested ( 111,579 ) 10.45 Non-vested at December 31, 2024 295,914 $ 2.69 The fair value of RSUs is amortized on a straight-line basis over the requisite service period of the respective awards. As of December 31, 2024, the unamortized value of RSUs was $ 376 . As of December 31, 2024, the weighted average remaining amortization period was 1.58 years. As of December 31, 2024 and 2023, 289,500 RSUs have vested that have not yet been settled into shares of the Company’s common stock. During the year ended December 31, 2024, the Company issued 73,909 shares of the Company’s common stock from the net settlement of 111,579 RSUs. The Company paid $ 83 in connection with the net share settlement of these RSUs. Stock Options The Company determined the fair value of stock options granted utilizing the Black-Scholes valuation model and based upon the assumptions as provided below: For the Year Ended December 31, 2024 2023 Exercise price $ 1.91 - $ 5.18 $ 1.20 - $ 3.91 Dividend yield 0.00 % 0.00 % Expected volatility 95.56 % - 99.20 % 90.00 % - 98.00 % Risk-free interest rate 3.69 % - 4.49 % 3.46 % - 4.73 % Expected life (in years) 5.27 - 6.08 5.27 - 6.08 100 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) The following table summarizes stock option activities for the year ended December 31, 2024: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2023 2,900,205 $ 9.50 8.03 $ 20 Granted 1,394,700 2.04 Exercised ( 47,580 ) 2.83 Forfeited ( 302,137 ) 3.14 Expired ( 89,710 ) 12.97 Outstanding at December 31, 2024 3,855,478 $ 7.30 7.66 $ 6,736 Vested or expected to vest at December 31, 2024 3,855,478 $ 7.30 7.66 $ 6,736 Exercisable as of December, 31 2024 1,963,151 $ 11.73 6.71 $ 1,580 (1) Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on December 31, 2024. The intrinsic value of options exercised during the years ended December 31, 2024 and 2023 were $ 23 and $ 0 , respectively. The weighted average grant date fair value per share of the options granted during the years ended December 31, 2024 and 2023 was $ 1.62 and $ 2.36 , respectively. As of December 31, 2024, there was approximately $ 3,566 of unrecognized share-based compensation for unvested stock option grants which is expected to be recognized over a weighted average period of 2.43 years. The total unrecognized share-based compensation cost will be adjusted for actual forfeitures as they occur. Summary of Stock-Based Compensation Expense The following tables summarize total stock-based compensation expense recognized: For the Year Ended December 31, 2024 2023 Stock Options $ 3,645 $ 4,884 RSUs 480 1,208 Total $ 4,125 $ 6,092 Stock-based compensation expense was reflected within the consolidated statements of operations and comprehensive loss as: For the Year Ended December 31, 2024 2023 General and administrative $ 3,060 $ 4,439 Research and development 1,065 1,653 Total $ 4,125 $ 6,092 101 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) 13. Income Taxes Federal and State income tax expense is as follows: For the Year Ended December 31, 2024 2023 Current Federal $ - $ - State - - Total current - - Deferred Federal ( 11,192 ) ( 9,627 ) State ( 8,583 ) ( 4,124 ) Total deferred ( 19,775 ) ( 13,751 ) Change in valuation allowance 19,775 13,751 Total income tax expense (benefit) $ - $ - Deferred income taxes, if applicable, are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets are as follows: As of December 31, 2024 2023 Deferred tax assets: Net operating loss carry forwards $ 37,195 $ 30,731 Capitalized research and development 18,336 9,611 Stock option expense 6,342 4,464 Research and development credits 6,931 4,824 Operating lease liability 1,471 1,485 RSU expense 3,173 2,723 Other 817 467 Total deferred tax assets 74,265 54,305 Valuation allowance ( 72,509 ) ( 52,734 ) Deferred tax assets, net of valuation allowance 1,756 1,571 Deferred tax liabilities: Operating right-of-use asset ( 1,396 ) ( 1,430 ) Other ( 360 ) ( 141 ) Total deferred tax liabilities ( 1,756 ) ( 1,571 ) Deferred tax assets, net of valuation allowance and deferred tax liabilities $ - $ - A reconciliation of the provision for income taxes with the amounts computed by applying the statutory Federal income tax to income before provision for income taxes is as follows: For the Year Ended December 31, 2024 2023 U.S. federal statutory rate ( 21.0 )% ( 21.0 )% State taxes, net of federal benefit ( 11.8 )% ( 7.8 )% State rate change ( 8.1 )% ( 4.0 )% Research and development credits ( 3.5 )% ( 2.4 )% True-up to prior years return 1.5 % 2.2 % Stock-based compensation ( 1.6 )% ( 1.3 )% Other - % 0.4 % Change in valuation allowance 44.5 % 33.9 % Effective tax rate - % - % 102 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) For the year ended December 31, 2024, the Company’s effective tax rate was 0% , which consisted principally of a federal rate of 21 %, and the Company’s estimate of state taxes, net of federal benefit, of 11.8 %, as well as state tax rate and apportionment changes of 8.1 %, which collectively are offset by a valuation allowance impact of 44.5 %. For the year ended December 31, 2023, the Company’s effective tax rate was 0% , which consisted principally of a federal rate of 21 %, the Company’s estimate of state taxes, net of federal benefit, of 7.8 %, state tax rate and apportionment changes of 4.0 %, which collectively are offset by a valuation allowance impact of 33.9 %. As of December 31, 2024 and December 31, 2023 for U.S. federal and state income tax reporting purposes, the Company has approximately $ 244,842 and $ 187,492 , respectively, of unused net operating losses, or NOLs, available for carry forward to future years. As a result of the Tax Cuts and Jobs Act of 2017, or TCJA, for U.S. income tax purposes, NOLs generated in tax years beginning before January 1, 2018 can be carried forward for up to 20 years, but net operating losses generated for tax years beginning after December 31, 2017 may be carried forward indefinitely and can be used to offset 80 % of taxable income. Of the total Federal NOL carried forward, $ 600 can be carried forward until 2037 ; and $ 148,192 can be carried forward indefinitely. The New York state and city NOLs may be carried forward through the year 2044 and may be applied against future taxable income. Further, the benefit from utilization of NOL carry forwards could be subject to limitations due to material ownership changes that could occur as the Company continues to issue additional shares of common stock pursuant to its capital raising plans. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain. The Company has not performed a study to determine whether or not there is such a limitation. The Company remains subject to examination by tax authorities for all tax years. Based on a history of cumulative losses at the Company and the results of operations for the years ended December 31, 2024 and December 31, 2023, the Company determined that it is more likely than not that it will not realize benefits from the net deferred tax assets. The Company will not record income tax benefits in the financial statements until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. As a result of the analysis, the Company determined that a full valuation allowance against the deferred tax assets, net, was required. As of December 31, 2024 and December 31, 2023, the Company has recorded a valuation allowance of $ 72.5 million and $ 52.7 million, respectively. As of December 31, 2024 and December 31, 2023, management does not believe that the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its consolidated financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. 14. Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company, or the 401(k) Plan. Under the 401(k) Plan, the Company matches 100 % of employee contributions up to 4 % of employee compensation. For the years ended December 31, 2024 and 2023, the Company recorded expenses of $ 251 and $ 237 , respectively, representing employer contributions under the 401(k) Plan. 15. Net Income (Loss) per Common Share The following table sets forth the computation of the net income (loss) per share attributable to common stockholders, basic and diluted: For the Year Ended December 31, 2024 2023 Numerator: Net income (loss) attributable to common stockholders $ ( 44,596 ) $ ( 40,420 ) Denominator Weighted-average shares of common stock outstanding, basic and diluted 20,592,847 11,331,338 Net income (loss) per share attributable to common stockholders, basic and diluted $ ( 2.17 ) $ ( 3.57 ) 103 Protara Therapeutics, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share and per share data) Since the Company was in a net loss position for all periods presented, net income (loss) per share attributable to common stockholders was the same, on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net income (loss) per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of December 31, 2024 2023 Common Warrants 10,118,380 - Series 1 Convertible Preferred Stock 7,993,217 7,993,217 Stock options 3,855,478 2,900,205 Underwriters’ Option 438,738 - Restricted stock units 295,914 526,179 Total potentially dilutive shares 22,701,727 11,419,601 Subject to the terms of the Underwriting Agreement, the Underwriters’ Option allowed for the purchase of an additional 2,402,305 shares of common stock. Subsequent to December 31, 2024, on January 8, 2025, the Underwriters notified the Company of their determination to exercise the Underwriters’ Option in part, and purchased an additional 438,738 shares of Common Stock, see Note 11 for further discussion. 16. Segment Information The Company’s Chief Executive Officer is the CODM. The CODM allocates resources and assesses performance of the Company’s single reportable segment by regularly reviewing the segment net income (loss) that also is reported on the income statement as consolidated net income (loss). The measure of segment assets is reported on the balance sheet as total consolidated assets. The following table sets forth information about the Company’s single reportable segment and the significant expenses reviewed by the CODM, including a reconciliation to consolidated net income (loss): For the Year Ended December 31, 2024 2023 Research and development expenses: TARA-002 in NMIBC $ 12,306 $ 9,757 TARA-002 in LMs 2,558 1,801 IV Choline Chloride 4,555 1,781 Other research and development 11,220 9,997 General and administrative expenses 14,390 14,185 Stock-based compensation expense 4,125 6,092 Income (loss) from operations ( 49,154 ) ( 43,613 ) Other income (expense), net 4,558 3,193 Segment net income (loss) ( 44,596 ) ( 40,420 ) Adjustments and reconciling items - - Net income (loss) $ ( 44,596 ) $ ( 40,420 ) Other research and development expenses consist of personnel-related expenses as well as other external research and development expenses that are not directly attributable to a specific program. 104 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Not Applicable.