What changed in this filing

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Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-05 · 37 added, 61 removed, 246 unchanged (28% of the section changed)

42 unchanged sentences

Other Information.

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.

There is no information that was required to be disclosed in a report on Form 8-K during the fourth quarter of 2025 but was not reported.

(b) Insider trading arrangements

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Jesse Shefferman President, Chief Executive Officer and Director December 25, 2025 March 25, 2026 –

March 31, 2026 76,501

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

September 24, 2026 69,448

Jacqueline Zummo Chief R&D Officer December 31, 2025 April 1, 2026 –

December 31, 2026 23,732

Disclosure Regarding Foreign Jurisdictions that Prevent

Not applicable.

Directors, Executive Officers and Corporate Governance.

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.

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

Regarding Director Nominees and Current Directors ,” “ Information Regarding the Board of Directors and Corporate Governance ”

and “ Executive Officers ” in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed

with the SEC on or before April 30, 2026, or our Proxy Statement, and is incorporated in this report by reference.

We have adopted a code of

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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.

by this Item will be set forth in the sections headed “ Executive Compensation ” and “ Non-Employee Director

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

Security Ownership of Certain Beneficial Owners and Management

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statements of Protara Therapeutics, Inc.

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

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

in this report:

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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).

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

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

1 unchanged sentence

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.

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

333-198777)).

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 unchanged sentence

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).

Second Amendment to Subscription Agreement, dated December 17, 2025, by and among the Registrant and the institutional investors named therein.

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.

4 unchanged sentences

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).

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).

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).

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).

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).

1 unchanged sentence

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).

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).

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).

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).

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).

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).

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).

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).

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)

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).

Director Compensation Policy (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q,

filed with the SEC on May 8, 2025).

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).

3 unchanged sentences

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 Equity Incentive Plan, as Amended (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2025).

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).

2 unchanged sentences

(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).

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

First Certificate of Amendment to Inducement Plan of the Registrant dated March 3, 2025 (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 5, 2025).

Executive Employment Agreement, effective as of April 15, 2025, by and between the Registrant and Leonardo Nicacio, M.D.

(incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025).

Executive Employment Agreement, effective as of June 2, 2025, by and between the Registrant and William Conkling (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2025).

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 5, 2025).

List of Subsidiaries.

8 unchanged sentences

(i) the Consolidated Balance Sheets as of December 31, 2025 and 2024;

(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;

(ii) the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024;

(iii) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024;

(iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024;

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Filed herewith.

Furnished herewith.

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

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(on behalf of the registrant and as the

Principal Executive Officer)

registrant’s Principal Executive Officer)

March 10, 2026

3 unchanged sentences

(on behalf of the registrant and as the

Principal Financial Officer)

registrant’s Principal Financial Officer)

KNOW ALL PERSONS BY THESE

47 unchanged sentences

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