Protara Therapeutics Inc美股招股说明书(2026-05-28版)

PROSPECTUS SUPPLEMENT(To Prospectus dated May 22, 2026) $100,000,000 Common Stock We have entered into a sales agreement with TD Securities (USA) LLC, or TD Cowen, dated May 13, 2026, or the SalesAgreement, relating to the sale of shares of our common stock, par value $0.001 per share, offered by this prospectus supplement andthe accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our commonstock having an aggregate offering price of up to $100,000,000 through TD Cowen, acting as our agent or principal. Our common stock is listed on The Nasdaq Global Market, or Nasdaq, under the symbol “TARA.” On May 11, 2026, the lastreported sale price of our common stock was $5.27 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be in negotiated transactions, including block trades or block sales, or by any method permitted by law to be deemed an “atthe market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, includingwithout limitation sales made through Nasdaq or on any other trading market for our common stock, or by any other method permittedby law. TD Cowen is not required to sell any specific amount of our common stock, but will act as our sales agent using commerciallyreasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between TD Cowen and us. There isno arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to TD Cowen for sales of common stock sold pursuant to the Sales Agreement will be an amount up to3.0% of the gross proceeds of any shares of common stock sold thereunder. See “Plan of Distribution” beginning on page S-12 of thisprospectus supplement for additional information regarding the compensation to be paid to TD Cowen. In connection with the sale ofthe common stock on our behalf, TD Cowen may be deemed to be an “underwriter” within the meaning of the Securities Act, and thecompensation of TD Cowen may be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to TD Cowen with respect to certain liabilities, including liabilities under the Securities Act or theSecurities Exchange Act of 1934, as amended, or the Exchange Act. Investing in our common stock involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on page S-6 of this prospectus supplement and page 7 of theaccompanying prospectus and under similar headings in the other documents that are incorporated by reference into thisprospectus supplement as described on page S-14 of this prospectus supplement. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUSSUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINALOFFENSE. The date of this prospectus supplement is May 22, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSUMMARYS-1RISK FACTORSS-6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-10DILUTIONS-11PLAN OF DISTRIBUTIONS-12VALIDITY OF SECURITIESS-13EXPERTSS-13WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-13INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-14 Prospectus ABOUT THIS PROSPECTUSiiSUMMARY1RISK FACTORS7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS8USE OF PROCEEDS10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES17DESCRIPTION OF WARRANTS24LEGAL OWNERSHIP OF SECURITIES26PLAN OF DISTRIBUTION29LEGAL MATTERS31EXPERTS31WHERE YOU CAN FIND MORE INFORMATION31INCORPORATION OF CERTAIN INFORMATION BY REFERENCE32 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is a part of a registration statement on Form S-3 that we filed with the Securities and ExchangeCommission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of thesecurities described in the accompanying prospectus in one or more offerings up to a total aggregate offering price of $300,000,000.The $100,000,000 of common stock that may be offered, issued and sold under this prospectus supplement is included in the amountof securities that may be offered, issued and sold by us pursuant to our shelf registration statement. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering ofcommon stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, providesmore general information about our common stock. To the exten