Protara Therapeutics Inc美股招股说明书(2025-12-09版)

Unless otherwise stated, all references in this prospectus supplement to “we,” “us,” “our,” “Protara,” the “Company” andsimilar designations refer to Protara Therapeutics, Inc. This prospectus supplement updates the prospectus dated May 9, 2024, relating to the resale, from time to time, by the sellingstockholders identified in the prospectus, or, the selling stockholders of up to 21,686,760 shares of our common stock, par value$0.001 per share, (“common stock”) consisting of (i) 9,143,380 shares of common stock held by the selling stockholders (“InitialShares”), (ii) 1,700,000 shares of common stock (“Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrantsheld by certain of the selling stockholders (“Pre-Funded Warrants”) and (iii) 10,843,380 shares of common stock (“Common WarrantShares”) issuable upon the exercise of warrants held by the selling stockholders (“Common Warrants”). The Initial Shares, Pre-FundedWarrant Shares and Common Warrant Shares shall be collectively referred to as the “Securities” or the “Shares.” Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” on page 8 of the accompanying prospectus and any similar section contained inthis prospectus supplement and any related free writing prospectus, and under similar headings in the other documents thatare incorporated by reference into this prospectus supplement or the accompanying prospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUSSUPPLEMENTORTHEACCOMPANYINGPROSPECTUSARETRUTHFULORCOMPLETE.ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus supplement is December 9, 2025. SELLING STOCKHOLDERS The following information supplements the information set forth under the caption “Selling Stockholders” in the accompanyingprospectus. This prospectus supplement includes information with respect to selling stockholders not previously listed in theprospectus. The following table sets forth information, as of December 9, 2025, with respect to the selling stockholder named below, regarding thenumber of shares of common stock acquired, or acquirable, by such selling stockholder as a result of an assignment on November 25,2025 by OTA Trading Fund 1 LLC to Warberg WF XIII LP of Common Warrants exercisable for up to 50,000 Warrant Shares. Suchinformation is based on information provided by or on behalf of the selling stockholder and is accurate to the best of our knowledge asof December 9, 2025. The number of shares in the column “Number of Shares of Common Stock Owned As of the Date Hereof” represents thenumber of shares of common stock that are actually owned as of the date of this prospectus supplement, and does notrepresent the number of shares that such selling stockholder may otherwise be obligated to report as “beneficially owned” bysuch selling stockholder under other rules of the SEC. Please refer to the section titled “Security Ownership of CertainBeneficial Owners and Management” in our Proxy Statement for our 2025 Annual Meeting of Stockholders filed with the SECon April 25, 2025 for information regarding beneficial ownership. The table set forth under the caption “Selling Stockholders” in the accompanying prospectus is hereby supplemented as follows: (16)Warberg Asset Management LLC is the managing member of Warberg WF XIII LP and Daniel Warsh may be deemed to havevoting or investment control over the Shares.