DEF 14A of Protara Therapeutics, Inc., Apr 28, 2026

DEF 14A of Protara Therapeutics, Inc.

Filed Apr 28, 2026 · FY20250001213900-26-048536

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of nine members and is divided into three classes. Each class consists of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to hold office from the time of election until the third annual meeting following the election. Our directors are divided into the three classes as follows: • Class I directors: Jane Huang, M.D., Richard Levy, M.D. and Michael Solomon, Ph.D., whose terms will expire at the annual meeting of stockholders to be held in 2027; • Class II directors: Luke Beshar, Roger Garceau, M.D. and Gregory Sargen, whose terms will expire at the annual meeting of stockholders to be held in 2028; and • Class III directors: Jesse Shefferman, Barry Flannelly, Pharm.D., and Cynthia Smith, whose terms will expire this Annual Meeting. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of the Company. Mr. Shefferman, Dr. Flannelly and Ms. Smith are currently members of our board of directors and have been nominated for reelection to serve as Class III directors. Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would hold office until the annual meeting of stockholders to be held in 2029 and until his successor has been duly elected or qualified, or if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares of our common stock present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees, Mr. Shefferman, Dr. Flannelly and Ms. Smith. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Our nominating and corporate governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity of experience and skills and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of the board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the committee views as critical to effective functioning of the board. The biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or director nominee that led the committee to believe that that nominee should continue to serve on the board. However, each of the members of the committee may have a variety of reasons why a particular person would be an appropriate nominee for the board, and these views may differ from the views of other members. Our Board Of Directors Recommends A Vote FOR Each Class III Director Nominee Named Above.

  2. Information Regarding Director Nominees and Current Directors

    Information Regarding Director Nominees and Current Directors The following table sets forth, for the Class III nominees and our other directors who will continue in office after the Annual Meeting, their ages and position or office held with us as of the Record Date:

  3. Information Regarding Director Nominees and Current Directors

    | Name | Age | Position | | Class III director nominees for election at the 2026 Annual Meeting of Stockholders | | | | Jesse Shefferman | 54 | Chief Executive Officer and Director | | Barry Flannelly, Pharm.D. | 68 | Director | | Cynthia Smith | 57 | Director | | Class I directors continuing in office until the 2027 Annual Meeting of Stockholders | | | | Jane Huang, M.D. | 53 | Director | | Richard Levy, M.D. | 68 | Director | | Michael Solomon, Ph.D. | 56 | Director | | Class II directors continuing in office until the 2028 Annual Meeting of Stockholders | | | | Luke Beshar | 67 | Director, Chairman of the Board | | Roger Garceau, M.D. | 72 | Director | | Gregory Sargen | 60 | Director |

  4. Information Regarding Director Nominees and Current Directors

    Two of our directors are female and one director is from an underrepresented minority group. Set forth below is further biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

  5. Nominees for Election at the 2026 Annual Meeting of Stockholders

    Nominees for Election at the 2026 Annual Meeting of Stockholders Jesse Shefferman co-founded Private ArTara and served as its Chief Executive Officer and a member of its board of directors from November 2017 until the Merger and has served as our Chief Executive Officer and a member of our board of directors since January 2020. Prior to co-founding Private ArTara, Mr. Shefferman served as Vice President and Head of Business Development at Retrophin Inc., a publicly traded company focusing on rare diseases, from March 2014 until October 2017. Prior to Retrophin, Mr. Shefferman served as Director, Strategy & Business Development at Vertex Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from September 2012 until March 2014. Mr. Shefferman previously served as an investment banker with Barclays Plc and Lehman Brothers Inc. Mr. Shefferman earned his B.A. in accounting from Gordon College and his M.B.A. and certificate in health sector management from Duke University’s Fuqua School of Business. Our nominating and corporate governance committee and board of directors believe that Mr. Shefferman’s experience in strategy, management and financial roles in the biopharmaceutical industry qualifies him to serve on our board of directors. Barry P. Flannelly, Pharm.D. has served as a member of our board of directors since July 2020. Dr. Flannelly has served as Executive Vice President and General Manager, North America, of Incyte Corporation, a publicly traded biopharmaceutical company, from June 2015 until January 2025, having joined as Executive Vice President, Business Development and Strategic Planning in August 2014. He is remaining employed by the company through July 2025 to assist with the transition of his responsibilities. Prior to joining Incyte Corporation, he served as Chief Executive Officer of OSS Healthcare Inc., a biotechnology start-up company, from August 2013 to July 2014. Dr. Flannelly also served as Vice President, Global Product Strategy and Commercial Planning of Nektar Therapeutics, a biopharmaceutical company, from April 2011 until April 2013, and as Senior Vice President, Commercial, of Onyx Pharmaceuticals, Inc., a biopharmaceutical company, from August 2008 until January 2011. Dr. Flannelly has also held key positions at biopharmaceutical and pharmaceutical companies such as Abraxis BioScience, Inc. and Novartis Pharmaceuticals Corporation. Dr. Flannelly earned his B.S. degree in Pharmacy from the Massachusetts College of Pharmacy, his M.B.A. from the University of Baltimore and his Pharm.D. from the University of Maryland School of Pharmacy. Our nominating and corporate governance committee and board of directors believe that Dr. Flannelly’s pharmaceutical and biotechnology industry experience, both in management and at the board level, qualifies him to serve on our board of directors. Cynthia Smith has served as a member of our board of directors since January 2021. Ms. Smith is a biotechnology executive with over 20 years of experience in the pharmaceutical industry. From June 2013 to December 2016, she was Chief Commercial Officer of ZS Pharma, Inc. through the company’s initial public offering and acquisition by Astra Zeneca Plc. From October 2008 to March 2013, Ms. Smith was Vice President, Market Access & Commercial Development at Affymax, Inc., a biotechnology company focused on the development and commercialization of novel renal therapies. Prior to Affymax, Ms. Smith was Executive Director of Healthcare System and Medicare Strategy at Merck & Co., Inc. During her tenure at Merck from June 2000 to October 2008, she also held various leadership positions in corporate strategy, public policy, and external affairs, including global crisis management for the Vioxx recall. Before joining the pharmaceutical industry, Ms. Smith served in the White House Office of Management and Budget in the Clinton Administration. Ms. Smith has served on the board of directors of Agios Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company focused on cellular metabolism and adjacent areas of biology, since August 2022, and also serves on the boards of directors of Spero Therapeutics, Inc., Akebia Therapeutics, Inc. and Tvardi Therapeutics, Inc. She previously served on the board of Dicerna Pharmaceuticals, Inc. until its acquisition by Novo Nordisk A/S in December 2021. She is also a board member of the French American Foundation. Ms. Smith earned a B.A. from the University of North Carolina at Chapel Hill, an M.S. in public policy from the Eagleton Institute of Politics at Rutgers University and an M.B.A. from The Wharton School of the University of Pennsylvania. Our nominating and corporate governance committee and board of directors believe that Ms. Smith’s pharmaceutical and biotechnology industry experience qualifies her to serve on our board of directors.

  6. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Jane Huang, M.D. has served as a member of our board of directors since June 2021. Dr. Huang is an experienced biotech executive and proven leader throughout the development life cycle of multiple oncology therapeutics globally. From April 2022 to November 2025, she served as President and Chief Medical Officer of Prelude Therapeutics Incorporated, a clinical stage precision oncology company (“Prelude”), and since November 2025, she has served as a consultant to Prelude. From September 2016 until March 2022, Dr. Huang was Chief Medical Officer, Hematology at BeiGene, Ltd. At BeiGene, Dr. Huang oversaw hematology drug development, and played a key role in the first approval of tislelizumab, BeiGene’s PD-1 inhibitor as well as zanubrutinib, BeiGene’s BTK inhibitor. Prior to joining BeiGene, Dr. Huang was Vice President and Head of Development at Acerta Pharma B.V., where she oversaw global clinical development of the BTK inhibitor acalabrutinib. Previously, she served as Group Medical Director at Genentech (a member of the Roche Group) where she played a leading role in drug development programs for several molecules at all stages of development, including venetoclax and obinutuzumab. Dr. Huang also serves as a Clinical Assistant Professor (adjunct), Thoracic Oncology, at Stanford University. She received her B.S. from Stanford University and her M.D. from University of Washington School of Medicine. She is board certified in hematology, oncology, and internal medicine, and she completed her residency in Internal Medicine and fellowships in Hematology and Oncology at Stanford University. Our nominating and corporate governance committee and board of directors believe that Dr. Huang’s pharmaceutical and biotechnology industry experience qualifies her to serve on our board of directors. Richard Levy, M.D. served as a member of the board of directors of Private ArTara from December 2019 until the Merger and has served as a member of our board of directors since January 2020. Dr. Levy also currently serves on the board of directors of Kodiak Sciences Inc., Kiniksa Pharmaceuticals, Ltd. and Madrigal Pharmaceuticals, Inc., each a publicly traded pharmaceutical company. Dr. Levy previously served on the boards of directors of Constellation Pharmaceuticals Inc., a publicly-traded pharmaceutical company, from April 2019 until July 2021. Previously, from December 2016 until May 2019, Dr. Levy served as a part-time senior advisor for Baker Bros. Advisors, L.P., a firm that primarily manages long-term investment funds focused on publicly traded life sciences companies. Dr. Levy served as Executive Vice President and Chief Drug Development officer at Incyte Corporation from January 2009 until his retirement in April 2016, and as Senior Vice President of Drug Development at Incyte from August 2003 until January 2009. Prior to joining Incyte, Dr. Levy served as Vice President, Biologic Therapies, at Celgene Corporation, a publicly-held biopharmaceutical company, from 2002 until 2003. From 1997 until 2002, Dr. Levy served in various executive positions with DuPont Pharmaceuticals Company, first as Vice President, Regulatory Affairs and Pharmacovigilance, and thereafter as Vice President, Medical and Commercial Strategy. Dr. Levy served at Novartis AG, and its predecessor company, Sandoz AG, from 1991 until 1997 in positions of increasing responsibility in clinical research and regulatory affairs. Prior to joining the pharmaceutical industry, Dr. Levy served as an assistant professor of medicine at the UCLA School of Medicine. Dr. Levy is board certified in internal medicine and gastroenterology and received his A.B. in biology from Brown University, his M.D. from the University of Pennsylvania School of Medicine, and completed his training in internal medicine at the Hospital of the University of Pennsylvania and a fellowship in gastroenterology and hepatology at UCLA. Our nominating and corporate governance committee and board of directors believe that Dr. Levy’s more than 30 years of experience in the pharmaceutical and biotechnology industries, as well as his extensive board experience, qualifies him to serve on our board of directors. Michael Solomon, Ph.D. served as a member of the board of directors of Private ArTara from May 2018 until the Merger and has served as a member of our board of directors since January 2020. Dr. Solomon has more than 25 years of experience in the biotechnology industry and has spent the last 22 years focused on creating and operating early-stage companies. Dr. Solomon served as Chief Executive Officer, and as a member of the board of directors, of Ribometrix, Inc., a privately held therapeutics company focused on targeting RNA with small molecules, from October 2017 until October 2024. He also served as a member of the board of directors of ValenzaBio, Inc., a privately-held biotechnology company, from May 2021 to January 2023 when the company was acquired by Acelyrin. Inc. Dr. Solomon served as a venture partner at SV Health Investors from December 2016 until December 2018. Previously, Dr. Solomon served as Chief Operating Officer at Decibel Therapeutics, Inc., a biotechnology company focused on hearing disorders, from 2015 until 2016. Dr. Solomon served as Chief Operating Officer of Ember Therapeutics, Inc., a publicly traded pharmaceutical company, from 2012 until 2015, and as Chief Business Officer of Link Medicine Corporation, a privately held biopharmaceutical company, from 2009 until 2012. Dr. Solomon was a founder and Vice President of Discovery at Epizyme Therapeutics, Inc., a clinical stage biopharmaceutical company, and Vice President of Discovery at Hypnion, Inc., a sleep disorder company that was sold to Eli Lilly and Company in 2007. Dr. Solomon earned his B.S. in chemistry from the University of Massachusetts, Amherst and his Ph.D. in organic chemistry from the University of Wisconsin. Our nominating and corporate governance committee and board of directors believe that Dr. Solomon’s industry experience in creating and operating early-stage companies qualifies him to serve on our board of directors.

  7. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Luke Beshar served as a member of the board of directors of Private ArTara from October 2018 until the Merger and has served as Chairman of our board of directors since January 2020. Mr. Beshar has over 30 years of experience in serving as chief financial officer and in executive leadership roles principally for publicly traded and privately held pharmaceutical companies. Mr. Beshar has served as Chairman of the Board of Quell Therapeutics Limited, a clinical stage cell therapy company focused on durably controlling serious immune-mediated and inflammatory diseases with a single dose of engineered Tregs, since June 2024. Mr. Beshar also served as Chairman of the Board of INOTREM Therapeutics, an advanced clinical stage biotech company specialized in Immunotherapy to control dysregulated inflammatory reactions from May 2022 to February 2026, on the board of directors of Omega Therapeutics, Inc., a publicly traded biotechnology company developing epigenetic technology, from May 2021 until June 2024, REGENXBIO, Inc., a publicly traded leading clinical-stage gene therapy company, from May 2015 until September 2021, and Trillium Therapeutics Inc., a publicly traded immuno-oncology company, from March 2014 until November 2021 when the company was acquired by Pfizer Inc. Previously, Mr. Beshar served as Executive Vice President, Chief Financial Officer of NPS Pharmaceuticals, Inc., a publicly traded global biopharmaceutical company focused on rare diseases, from 2007 until February 2015 when the company was acquired by Shire plc. Prior to NPS Pharmaceuticals, Mr. Beshar served as Executive Vice President, Chief Financial Officer of Cambrex Corporation, a publicly traded manufacturer of branded and generic active pharmaceutical ingredients and provider of related services, from 2002 until 2007. Mr. Beshar began his career with Arthur Andersen & Co. and is a certified public accountant. Mr. Beshar earned his B.A. in accounting and financial administration from Michigan State University and is a graduate of The Executive Program at the Darden Graduate School of Business at the University of Virginia. Our nominating and corporate governance committee and board of directors believe that Mr. Beshar’s executive leadership and financial experience and his extensive director experience on other publicly held biotechnology companies qualifies him to serve on our board of directors. Roger Garceau, M.D. served as a member of the board of directors of Private ArTara from January 2019 until the Merger and has served as a member of our board of directors since January 2020. Dr. Garceau has more than 30 years of broad pharmaceutical industry experience. He served as a member of the board of directors of Entera Bio Ltd., a biotechnology company specializing in the oral delivery of large molecules and biologics, from March 2016 to July 2024, as its interim Chief Executive Officer from August 2020 to January 2021 and as its Chief Development Advisor from December 2016 to December 2021 (excluding the period he served as interim Chief Executive Officer). Prior to joining Entera, Dr. Garceau served as Chief Medical Officer and Executive Vice President of NPS Pharmaceuticals, Inc. from December 2008 and January 2013, respectively, until February 2015, when the company was acquired by Shire plc. Previously, Dr. Garceau also served in several other managerial positions with NPS Pharmaceuticals, Sanofi S.A. and Pharmacia Corporation. Dr. Garceau has served as a member of the board of directors of Enterome S.A., a privately held clinical-stage biopharmaceutical company, since December 2016. Dr. Garceau is a board-certified pediatrician and is a fellow of the American Academy of Pediatrics. Dr. Garceau earned his B.S. in biology from Fairfield University and his M.D. from the University of Massachusetts Medical School. Our nominating and corporate governance committee and board of directors believe that Dr. Garceau’s pharmaceutical industry experience, both in management and at the board level, qualifies him to serve on our board of directors. Gregory Sargen served as a member of the board of directors of Private ArTara from November 2019 until the Merger and has served as a member of our board of directors since January 2020. Mr. Sargen most recently served as Chief Financial Officer and Executive Vice President, Corporate Development and Strategy of Cambrex Corporation from January 2017 until January 2020, following the December 2019 acquisition of Cambrex by a private equity company. Mr. Sargen previously served in various managerial roles at Cambrex from February 2007 to January 2017. Prior to Cambrex, Mr. Sargen served as Executive Vice President, Chief Financial Officer of Expanets, Inc., a communications company, from 1999 until 2002, as Vice President of Finance at Fisher Scientific International, Inc.’s chemicals manufacturing division, from 1996 until 1998, and held various positions in finance, accounting and auditing with Merck & Co., Inc., Heat and Control, Inc. and Deloitte & Touche LLP. Mr. Sargen also serves on the boards of Umoja Biopharma, Inc., a privately owned biotechnology company developing next-generation immunotherapies, Kindeva Drug Delivery, L.P., a privately owned contract manufacturer and developer of complex drug delivery systems, and Veranova, L.P., a privately owned developer and manufacturer of active pharmaceutical ingredients. Mr. Sargen also served on the board of Avid Bioservices, Inc., a publicly traded contract manufacturer focused on the development and manufacture of biopharmaceuticals, from November 2017 until its acquisition by private equity firms in February 2025. Mr. Sargen is a Certified Public Accountant (non-practicing) and earned his B.S. in accounting from Pennsylvania State University and his M.B.A. in finance from The Wharton School of the University of Pennsylvania. Our nominating and corporate governance committee and board of directors believe that Mr. Sargen’s industry experience, both in management and at the board level, qualifies him to serve on our board of directors.

  8. information regarding the board of directors and corporate governance

    information regarding the board of directors and corporate governance

  9. APPROVAL OF An Amendment to THE 2024 EQUITY INCENTIVE Plan

    APPROVAL OF An Amendment to THE 2024 EQUITY INCENTIVE Plan At the Annual Meeting, our stockholders will be asked to approve an amendment to the Protara Therapeutics, Inc. 2024 Equity Incentive Plan (as amended on June 11, 2025, and as may be further amended from time to time, the “2024 Plan”). The Board adopted the amendment to the 2024 Plan on April 8, 2026, subject to approval by our stockholders at the Annual Meeting, to increase by 5,000,000 the number of shares of common stock available to be issued under the 2024 Plan from 4,300,000 shares to 9,300,000 shares, and to make a corresponding increase to the number of shares of common stock that may be issued or used with respect to incentive stock options. The proposed amendment does not change any other provisions of the 2024 Plan. As of April 15, 2026, an aggregate of 287,441 shares remain available for issuance under our equity incentive plans (excluding our 2024 Employee Stock Purchase Plan (the “2024 ESPP”)), comprising 285,541 shares available for issuance under the 2024 Plan and 1,900 shares available for issuance under our 2020 Inducement Plan (the “Inducement Plan”). As of April 15, 2026, an aggregate of 8,707,571 shares were subject to outstanding awards granted pursuant to our equity incentive plans, comprising stock options to purchase 7,597,051 shares and 1,110,520 shares subject to restricted stock unit awards. The per share weighted-average exercise price of the outstanding stock options is $5.98 and the weighted average remaining term of the outstanding options was 7.86 years.

  10. Reasons for Amendment of the Plan

    Reasons for Amendment of the Plan The Board believes that the future success of the Company depends on our ability to attract and retain the best available employees responsible for the continued development and growth of our business and that the ability to grant equity awards is a necessary and powerful recruiting and retention tool for the Company. We believe that equity awards motivate high levels of performance, align the interests of our personnel and stockholders by giving our personnel an opportunity to hold an ownership stake in the Company, and provide an effective means of recognizing their contributions to the success of the Company. In addition, stock options, restricted stock units and other types of equity awards are considered a competitive necessity in the life sciences and biotechnology industries in which we compete. The Company’s equity incentive compensation needs will soon exceed the remaining shares available for issuance under the 2024 Plan. As a result, the Company will not be able to continue granting equity compensation at competitive levels and will be at significant disadvantage in attracting and retaining talented officers, directors, employees and consultants who contribute to our success. Approval of this amendment increasing the number of shares available for issuance under the 2024 Plan will enable the Company to continue granting equity compensation awards to attract and retain highly qualified personnel and to continuing aligning the economic interests of our personnel with those of our stockholders. As discussed below, the 2024 Plan includes features that are designed to protect the interests of our stockholders and we believe it is beneficial for our stockholders to approve the amendment to the 2024 Plan.

  11. Purpose of the 2024 Plan

    Purpose of the 2024 Plan Our board adopted the 2024 Plan to attract and retain the best available personnel, to provide additional incentives to employees, directors and consultants, to promote the success of our business and to align employee’s interests with stockholders’ interests. These incentives can be provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other stock and cash awards.

  12. Shares Available for Issuance

    Shares Available for Issuance Subject to the adjustment provisions in the 2024 Plan, our stockholders are being asked to approve an increase in the number of shares available for issuance under the 2024 Plan from 4,300,000 shares to 9,300,000 shares. If we substitute equity awards for equity awards of acquired entities in connection with mergers, reorganizations, separations, or other transactions as described in the 2024 Plan, the grant of such substituted awards will not decrease the number of shares available for issuance under the 2024 Plan. Shares may either be authorized, but unissued shares or shares held by the Company in its treasury. If an option or stock appreciation right granted under the 2024 Plan expires, terminates, or is cancelled for any reason without having been exercised in full, if any other award is forfeited, or if the award is settled for cash (in whole or in part) the shares of stock not purchased by the holder of the award, which are forfeited or which are settled in case, as the case may be, will again be available for awards to be granted under the 2024 Plan. In the event of certain dividends or other distributions (whether in the form of cash, shares, other securities, or other property), reorganization, recapitalization, reclassification, stock split, reverse stock split or other similar distribution affecting our shares, the 2024 Plan administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2024 Plan, will adjust the number and kinds of shares that may be delivered under the 2024 Plan, and/or the number, class and price of shares of stock subject to outstanding awards, and exercise price or repurchase price, as applicable. During the term of this 2024 Plan, we will at all times reserve and keep available a number of shares sufficient to satisfy the requirements of the 2024 Plan.

  13. Limitations on Awards to Non-Employee Directors

    Limitations on Awards to Non-Employee Directors The 2024 Plan also provides that no non-employee director may be paid compensation for their service as a director that, in the aggregate, exceeds $750,000 for any fiscal year of ours, increased to $1,000,000 for the non-employee director for our fiscal year in which he or she joins our board of directors as a non-employee director. For these purposes, compensation includes equity awards (including any awards issued under the 2024 Plan), with the value of such equity awards measured based on the accounting grant date fair value, and any other compensation (such as cash retainers or fees) for director service.

  14. Minimum Vesting Requirements

    Minimum Vesting Requirements Any awards that are payable in shares of our common stock under the 2024 Plan will vest no earlier than the first anniversary of the grant date of the award, other than awards in respect of a maximum of 5% of the shares available for grant under the 2024 Plan. The administrator may also provide for accelerated vesting in connection with a participant’s death, disability, retirement or other involuntary termination or in connection with a change of control.

  15. Eligibility

    Eligibility All types of awards, other than incentive stock options, may be granted to officers, employees, consultants and advisors of ours and our affiliates and to our non-employee directors or any director of any of our affiliates. No non-employee director, however, may be paid compensation for service as a non-employee director that, in the aggregate, exceeds $750,000 for any fiscal year of ours, increased to $1,000,000 for the non-employee director for our fiscal year in which he or she joins our board of directors as a non-employee director. Incentive stock options may be granted only to employees of ours or any parent or subsidiary corporation of ours. As of April 15, 2026, we had approximately 50 employees (including one employee director), eight non-employee directors and approximately two consultants who were eligible to participate in the 2024 Plan. The basis for participation in the 2024 Plan, from among those eligible, is within the discretion of the compensation committee of the Board (or the Board, with respect to non-employee directors).

  16. Options

    Options An option gives a participant the right to purchase a specified number of shares for a fixed exercise price during a specified period. Each option granted under the 2024 Plan will be evidenced by an award agreement specifying the number of shares subject to the option and the other terms of the option, consistent with the 2024 Plan. The exercise price per share of each option may not be less than the fair market value of a share on the date of grant (except, in the case of a nonstatutory stock option, as otherwise required by applicable laws). However, any incentive stock option granted to a person who at the time of grant owns stock representing more than 10% of the total combined voting power of all classes of our stock or any parent or subsidiary corporation of ours (a “Ten Percent Owner”) must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. For this purpose, the fair market value of a share is generally the closing sales price of our stock, as reported on the primary stock exchange on which it is traded. On April 15, 2026, the closing price of a share on The Nasdaq Global Market was $5.21. Options will be exercisable at such times or under such conditions as determined by the administrator and set forth in the award agreement. When a participant’s service ends, the unvested portion of the participant’s option generally expires. The vested portion of the option will remain exercisable for the period following the end of the participant’s service that was determined by the administrator and specified in the participant’s award agreement, and if no such period was specified in the award agreement, the vested portion of the option will remain exercisable for 90 days following the end of the participant’s service provider status. The term of an option will be specified in the award agreement, but the term of an option may not be more than 10 years (or five years for an incentive stock option granted to a Ten Percent Owner). The administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when we receive the notice of exercise and full payment for the shares to be exercised, together with any amounts necessary to satisfy withholding obligations for tax-related items.

  17. Restricted Stock Awards

    Restricted Stock Awards Awards of restricted stock are awards of shares that are nontransferable and subject to a risk of forfeiture until specific conditions established by the administrator in its sole discretion have been met. Unless the administrator provides otherwise, participants holding shares of restricted stock will have voting rights with respect to such shares without regard to vesting. All ordinary cash dividends or other ordinary cash distributions paid upon any restricted stock will be retained by the Company and will be paid to the participant when the restricted stock vests. All ordinary stock dividends or other distributions payable in shares of stock or other securities of the Company will constitute additional restricted stock, subject to the same risk of forfeiture as the shares of restricted stock in respect of which such shares of stock were paid.

  18. Restricted Stock Units

    Restricted Stock Units A restricted stock unit represents a right to receive shares upon the end of the restriction period established by the administrator and subject to a risk of forfeiture arising on the basis of such conditions relating to the performance of services, Company or affiliate performance or otherwise as the administrator may determine and provide for in the applicable award agreement. Each award of restricted stock units granted under the Plan will be evidenced by an award agreement specifying the number of shares subject to the award and other terms of the award. A participant will forfeit any unearned restricted stock units on the date specified in the participant’s award agreement. The administrator in its sole discretion may pay earned restricted stock units in cash, shares, or a combination of both.

  19. Performance Units and Performance Shares

    Performance Units and Performance Shares Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. Performance units will have an initial value established by the administrator on or before the date of grant. Performance units and performance shares will result in a payment to a participant only if the performance goals or other vesting criteria set by the administrator are achieved or the awards otherwise vest. Each award of performance units or performance shares granted under the 2024 Plan will be evidenced by an award agreement specifying the performance period and other terms of the award. The administrator may set vesting criteria based upon the achievement of company-wide, divisional, business unit or individual goals (such as continued employment or service), applicable U.S. or non-U.S. federal or state securities laws, or any other basis determined by the administrator, in its discretion. The administrator has the discretion to pay earned performance units or performance shares in the form of cash, shares (which will have an aggregate fair market value equal to the earned performance units or performance shares at the close of the performance period), or a combination of both. A participant will forfeit any performance units or performance shares not earned and not vested as of the date specified in the participant’s award agreement.

  20. Change of Control

    Change of Control If the Company terminates the employment of a participant in the 2024 Plan without cause, or if a participant in the 2024 Plan resigns his or her employment with the Company for good reason, either case, on or within two (2) years after a change of control, then, any and all options and stock appreciation rights not already exercisable in full will fully accelerate and become exercisable; any risk of forfeiture applicable to restricted stock and restricted stock units which is not based on achievement of performance goals or other business objectives will lapse; and all outstanding awards of restricted stock and restricted stock units conditioned on the achievement of performance goals or other business objectives and the payouts attainable under outstanding performance units will be deemed to have been satisfied based on the greater of target and actual performance as of the effective date of the change of control, except to the extent otherwise determined by the administrator in its sole discretion at any time prior to, or upon, such change of control. For awards granted to each of our non-employee directors, in the event of a change in control, all shares subject to any then-outstanding and unvested equity awards granted pursuant to our non-employee director compensation policy will become fully vested immediately prior to the closing of such change in control.

  21. Termination and Amendment

    Termination and Amendment The administrator may amend, alter, suspend, or terminate the 2024 Plan at any time; provided, that, without stockholder approval, no amendment or modification may (i) increase the number of shares of stock which may be issued under the 2024 Plan, (ii) change the description of the persons eligible for awards, or (iii) effect any other change for which stockholder approval is required by law or the rules of any relevant stock exchange. No amendment, alteration, suspension, or termination may impair the rights of any participant with respect to his or her outstanding awards unless mutually agreed otherwise between the participant and the administrator. The 2024 Plan will continue until terminated by the administrator, but no incentive stock option may be granted after the tenth anniversary of the 2024 Plan’s adoption by our board of directors. Notwithstanding the prior paragraph, the administrator may amend the terms of any one or more awards without an affected participant’s consent even if it does impair the participant’s rights, subject to the limitations of applicable laws, if any, if (i) such amendment is done in a manner expressly permitted under the Plan; (ii) the administrator determines in its sole discretion and prior to the date of any change of control that such amendment or alteration either is required or advisable in order for the Company, the 2024 Plan or the award to satisfy any law or regulation, including without limitation the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, (iii) the administrator determines in its sole discretion and prior to the date of any change of control that such amendment or alteration is not reasonably likely to significantly diminish the benefits provided under the award, or that any such diminution has been adequately compensated, or (iv) the administrator reasonably determines on or after the date of change of control that such amendment or alteration either is required or advisable in order for the Company, the 2024 Plan or the award to satisfy any law or regulation, including without limitation the provisions of Section 409A of the Code.

  22. Incentive Stock Options

    Incentive Stock Options A participant recognizes no taxable income for regular income tax purposes because of the grant or exercise of an option that qualifies as incentive stock option under Section 422 of the Code. If a participant exercises the option and then later sells or otherwise disposes of the shares acquired through the exercise of the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the exercise, the participant will recognize a capital gain or loss equal to the difference between the sale price of the shares and the exercise price. However, if the participant disposes of such shares either on or before the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise (a “disqualifying disposition”), any gain up to the excess of the fair market value of the shares on the date of exercise over the exercise price generally will be taxed as ordinary income, unless the shares are disposed of in a transaction in which the participant would not recognize a loss (such as a gift). However, if the proceeds from the disqualifying disposition are less than the fair market value of the shares on the date of exercise, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. Any gain in excess of that amount of ordinary income recognized by the participant will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares or provide certain basis adjustments or tax credits.

  23. Nonstatutory Stock Options

    Nonstatutory Stock Options A participant generally recognizes no taxable income as the result of the grant of a nonstatutory stock option. However, upon exercising the option with respect to any shares, the participant normally recognizes ordinary income equal to the amount that the fair market value of such shares on such date exceeds the exercise price for such shares. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the shares acquired by exercising a nonstatutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss.

  24. Restricted Stock Awards

    Restricted Stock Awards A participant acquiring shares of restricted stock generally will recognize ordinary income as the shares subsequently vest, in an amount equal to the excess of the fair market value of the shares on the vesting date over the purchase price paid by the participant for such shares (if any). If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, under Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than thirty days after the date the shares are acquired. Upon the sale of shares acquired under a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

  25. Restricted Stock Unit Awards

    Restricted Stock Unit Awards There are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will recognize ordinary income equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the administrator or a participant. If the participant is an employee, such ordinary income generally is subject to withholding of income. Also, if the participant is an employee, the fair market value of the shares covered by the award on the vesting date will be subject to employment taxes. Any additional gain or loss recognized upon any later disposition of any shares received will be taxed as capital gain or loss.

  26. Performance Unit Awards

    Performance Unit Awards A participant generally will recognize no income upon the grant of a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or unrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income. Also, if the participant is an employee, the fair market value of the shares covered by the award on the vesting date will be subject to employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

  27. Tax Effect for Us

    Tax Effect for Us We generally will be entitled to a tax deduction in connection with an award under the 2024 Plan equal to the ordinary income realized by a participant when the participant recognizes such income (for example, the exercise of a nonstatutory stock option or the disqualifying disposition of shares acquired through the exercise of an incentive stock option) except to the extent such deduction is limited by applicable provisions of the Code. Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. THE SUMMARY ABOVE IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION ON PARTICIPANTS AND US WITH RESPECT TO AWARDS UNDER THE PLAN. IT IS NOT INTENDED TO BE COMPLETE AND MAY NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR NON-U.S. COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

  28. Plan Benefits

    | Name and Position | Dollar Value(1) ($) | Number of Shares Subject to Stock Options and RSUs (#) | | Jesse Shefferman, President, Chief Executive Officer and Director | 1,571,666 | 452,000 | | Leonardo Nicacio, M.D., Chief Medical Officer | — | — | | Jacqueline Zummo, Ph.D., Chief R&D Officer | 592,829 | 170,500 | | All current executive officers as a group (5 persons) | 2,957,543 | 850,500 | | All current directors who are not executive officers as a group (8 persons) | 439,930 | 192,000 | | All employees, including all current officers who are not executive officers (42 persons) | 1,843,786 | 514,919 |

  29. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table summarizes our equity compensation plan information as of December 31, 2025.

  30. Equity Compensation Plan Information

    | Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) | | Equity compensation plans approved by stockholders(1)(2) | 5,237,408(3) | 6.62 | 3,600,581(4) | | Equity compensation plans not approved by stockholders | 1,182,800(5) | 4.45 | 17,200(6) | | Total | 6,420,208 | 6.28 | 3,617,781 |

  31. Equity Compensation Plan Information

    (1) This table does not include the number of shares issuable upon exercise of issued and outstanding awards under the Private ArTara Plan, which we assumed upon the closing of the Merger. No new awards may be issued under the Private ArTara Plan. As of December 31, 2025, a total of 134,328 shares of our common stock were reserved for issuance upon the exercise of outstanding options under the Private ArTara Plan, with a weighted-average exercise price of $9.18. (2) Includes securities issuable under our Amended and Restated 2014 Plan (the “2014 Plan”) (the predecessor to the 2024 Plan), the 2024 Plan and the 2024 ESPP. (3) Includes (i) 1,699,419 shares of common stock issuable pursuant to outstanding stock options under the 2024 Plan and (ii) 3,537,989 shares of common stock issuable pursuant to outstanding stock options under the 2014 Plan. No shares were outstanding under the 2024 ESPP as of December 31, 2025. (4) Includes (i) 2,600,581 shares of common stock available for issuance under our 2024 Plan and (ii) 1,000,000 shares of common stock available for issuance under our 2024 ESPP. (5) Includes 1,182,800 securities issuable pursuant to outstanding stock options under the Inducement Plan adopted exclusively for grants of awards to individuals that were not previously our employees or directors (or to employees after a bona fide period of non-employment), as an inducement material to the individual’s entry into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq listing rules. The terms and conditions of the Inducement Plan and the equity awards to be granted thereunder are substantially similar to the 2024 Plan. (6) Includes 17,200 shares of common stock available for issuance under the Inducement Plan. In March 2025, the compensation committee of our board of directors adopted an amendment to the Inducement Plan, which increased the number of shares of common stock available for issuance under the Inducement Plan by 600,000 shares. For more information on the Inducement Plan, see narrative below. 2020 Inducement Plan The compensation committee of our board of directors adopted the Inducement Plan in March 2020 and adopted an amendment to the Inducement Plan in March 2025. The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c) of the Nasdaq listing rules. The Inducement Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards. Stock awards granted under the Inducement Plan may only be made to individuals who did not previously serve as employees or non-employee directors of the Company or an affiliate of the Company (or following such individuals’ bona fide period of non-employment with the Company or an affiliate of the Company), as an inducement material to the individuals’ entering into employment with the Company or an affiliate of the Company or in a manner otherwise permitted by Rule 5635(c) of the Nasdaq listing rules. In addition, stock awards must be approved by either a majority of the Company’s “independent directors” (as such term is defined in Rule 5605(a)(2) of the Nasdaq listing rules) or the compensation committee, provided such committee comprises solely independent directors. The terms of the Inducement Plan are otherwise substantially similar to our 2024 Plan (including with respect to the treatment of stock awards upon corporate transactions involving us or certain changes in our capitalization), except stock awards granted under the Inducement Plan may not be repriced without stockholder approval. The maximum number of shares of our common stock that may be issued under the Inducement Plan is 1,200,000 shares. Shares subject to stock awards granted under the Inducement Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the Inducement Plan. Additionally, shares become available for future grant under the Inducement Plan if they were issued under stock awards granted under the Inducement Plan and we repurchase or reacquire them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award. Approval of this proposal requires the vote of the holders of a majority of the shares present by virtual attendance or represented by proxy and entitled to vote on the matter at the Annual Meeting. Our Board of Directors Recommends a Vote FOR the Approval of the Amendment to the 2024 Plan. APPROVAL OF An Amendment to OUR SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 200,000,000 Our Board is requesting stockholder approval of an amendment to our sixth amended and restated certificate of incorporation to increase the authorized number of our shares of common stock, par value $0.001 per share, from 100,000,000 to 200,000,000. The additional shares of common stock that would be authorized upon approval of the proposed amendment would have rights identical to our currently outstanding shares of common stock. The approval of the proposed amendment and any future issuance of common stock would not affect the rights of the holders of our currently outstanding common stock, except for effects incidental to the increase in the number of shares of our common stock outstanding, such as dilution of the per share operating results and the voting rights of current holders of our common stock. As of April 15, 2026, we had 55,060,500 shares of common stock outstanding and our board had reserved 9,995,012 shares of common stock for issuance upon the exercise of stock options and the vesting of other equity awards outstanding under our equity plans. In addition, our board had reserved up to 18,765,625 shares of common stock for issuance upon the conversion of our preferred stock and upon the exercise of our pre-funded warrants and common warrants. As a result, as of April 15, 2026, we had only 16,178,863 shares of common stock available for issuance for other purposes. If the proposed amendment to our sixth amended and restated certificate of incorporation to increase the authorized number of our shares of common stock is not approved, we may not have sufficient shares of common stock available for issuance for purposes deemed to be in the best interests of the Company by our Board. Although at present our Board has no plans to issue the additional shares of common stock, our Board believes it would be prudent and advisable to have those shares available for issuance to provide additional flexibility for future business and financial purposes. If the proposed amendment to our sixth amended and restated certificate of incorporation is approved, additional shares may be issued for various purposes without further stockholder approval. These purposes may include: raising capital; granting equity incentive awards to employees, officers or directors; strategic partnerships; acquisitions, licensing arrangements or other transactions; and other business purposes approved by our Board. Although the proposed amendment is not intended as an anti-takeover provision, the additional shares of common stock ultimately could be used to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company.

  32. Equity Compensation Plan Information

    If the proposed amendment is approved, it will become effective upon the filing of an amendment to our sixth amended and restated certificate of incorporation (in the form of a certificate of amendment to our sixth amended and restated certificate of incorporation, and such form will also include the amendment pursuant to Proposal 7, if that proposal is approved) with the Secretary of State of the State of Delaware, and Article FOUR, Section 1 of our sixth amended and restated certificate of incorporation, which sets forth our currently authorized capital stock, will be amended to read in its entirety as follows: “Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Two Hundred Ten million (210,000,000) shares, consisting of: (a) Two Hundred million (200,000,000) shares of common stock, par value $0.001 per share (“Common Stock”); and (b) Ten million (10,000,000) shares of undesignated preferred stock, par value $0.001 per share (the “Preferred Stock”). Such stock may be issued from time to time by the Corporation for such consideration as may be fixed by the board of directors of the Corporation (the “Board of Directors”). The following is a statement of the powers, designations, preferences, privileges, and relative rights in respect of each class of capital stock of the Corporation.” The amendment to our sixth amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 (Proposal No. 6) requires that more votes are cast “FOR” than “AGAINST” the proposal at the Annual Meeting. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF AN AMENDMENT TO OUR SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 200,000,000.

  33. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows for the fiscal years ended 2025 and 2024, compensation awarded to or paid to, or earned by, our named executive officers.

  34. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jesse Shefferman | 2025 | 654,888 | — | 294,450 | 1,277,216 | 351,184 | 78,036 | 2,655,774 | | President, Chief Executive Officer and Director | 2024 | 632,342 | — | 112,690 | 542,604 | 432,919 | 71,288 | 1,791,843 | | Leonardo Nicacio, M.D. | 2025 | 373,864 | 75,000 | 208,500 | 453,435 | 229,753 | 41,931 | 1,382,483 | | Chief Medical Officer | | | | | | | | | | Jacqueline Zummo, Ph.D. | 2025 | 494,000 | — | 110,985 | 481,844 | 219,521 | 75,924 | 1,382,274 | | Chief R&D Officer(6) | 2024 | 475,755 | 150,000 | 43,930 | 208,226 | 266,119 | 70,159 | 1,214,189 |

  35. 2025 Summary Compensation Table

    ____________ (1) This column reflects the one-time retention bonuses paid to Dr. Zummo in January 2024 as well as the one-time signing bonus paid to Dr. Nicacio in May 2025 in connection with entering into his employment agreement. (2) This column reflects the aggregate grant date fair value of stock awards granted during 2025 and 2024, as applicable, computed in accordance with FASB ASC 718. Assumptions used in the calculation of these amounts are included in Note 12 to our audited consolidated financial statements included in the Annual Report. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock awards or the sale of the common stock underlying such stock awards. (3) This column reflects the aggregate grant date fair value of the option awards granted during 2025 and 2024, as applicable, computed in accordance with FASB ASC 718. Assumptions used in the calculation of these amounts are included in Note 12 to our audited consolidated financial statements included in the Annual Report. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (4) This column reflects the annual performance-based bonuses earned in 2025 and paid in 2026 upon approval of our board of directors. (5) This column reflects life insurance premiums, health insurance premiums, disability insurance, 401(k) matching contributions paid by us on behalf of each named executive officer. These benefits are provided to the named executive officers on the same terms as provided to all of our regular full-time employees in the United States. Amounts for 2025 include for Mr. Shefferman, Dr. Nicacio and Dr. Zummo respectively: life insurance premiums of $3,538, $1,009 and $2,242; health insurance premiums of $59,626, $26,268 and $58,810; short-term disability insurance premiums of $404, $303 and $404; long-term disability insurance premiums of $468, $351 and $468; and 401(k) matching contributions of $14,000, $14,000 and $14,000. (6) Dr. Zummo currently serves as our Chief Research & Development Officer but served under the title of Chief Scientific Operations Officer during fiscal year 2025, and all compensation reported in respect of fiscal year 2025 is in respect of such former role.

  36. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2025.

  37. Outstanding Equity Awards as of December 31, 2025

    | Name | Grant Date | Option Awards(1) | | | | Stock Awards(1) | | | | | Number of Securities Underlying Unexercised Options Exercisable (#)(2) | Number of Securities Underlying Unexercised Options Unexercisable (#)(3) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | | Jesse Shefferman | 1/10/2020 | 111,250 | — | 30.00 | 1/9/2030 | — | — | | | 7/10/2020 | 111,250 | — | 27.42 | 7/9/2030 | — | — | | | 1/19/2021 | 202,000 | — | 19.82 | 1/18/2031 | — | — | | | 1/03/2022 | 248,218 | 5,282 | 6.90 | 1/2/2032 | — | — | | | 1/19/2023 | 224,218 | 83,282 | 3.02 | 1/18/2033 | — | — | | | 1/19/2023 | — | — | — | — | 17,099 | 91,138 | | | 1/19/2024 | 171,062 | 185,938 | 1.91 | 1/18/2034 | — | — | | | 1/19/2024 | — | — | — | — | 39,332 | 209,640 | | | 1/24/2025 | — | 387,000 | 4.53 | 1/23/2035 | — | — | | | 1/24/2025 | — | — | — | — | 65,000 | 346,450 | | Leonardo Nicacio, M.D. | 4/15/2025 | — | 150,000 | 4.17 | 4/14/2035 | — | — | | | 4/15/2025 | — | — | — | — | 50,000 | 266,500 |

  38. Outstanding Equity Awards as of December 31, 2025

    | Name | Grant Date | Option Awards(1) | | | | Stock Awards(1) | | | | | Number of Securities Underlying Unexercised Options Exercisable (#)(2) | Number of Securities Underlying Unexercised Options Unexercisable (#)(3) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | | Jacqueline Zummo, Ph.D. | (6) | 19,075 | — | 9.18 | 7/11/2028 | — | — | | | (7) | 9,537 | — | 9.18 | 12/3/2028 | — | — | | | (8) | 9,537 | — | 9.18 | 9/16/2029 | — | — | | | 1/19/2021 | 75,000 | — | 19.82 | 1/18/2031 | — | — | | | 1/3/2022 | 83,033 | 1,767 | 6.90 | 1/2/2032 | — | — | | | 1/19/2023 | 86,989 | 32,311 | 3.02 | 1/18/2033 | — | — | | | 1/19/2023 | — | — | — | — | 6,633 | 35,354 | | | 1/19/2024 | 65,645 | 71,355 | 1.91 | 1/18/2034 | — | — | | | 1/19/2024 | — | — | — | — | 15,333 | 81,725 | | | 1/24/2025 | — | 146,000 | 4.53 | 1/23/2035 | — | — | | | 1/24/2025 | — | — | — | — | 24,500 | 130,585 |

  39. Outstanding Equity Awards as of December 31, 2025

    (1) Option awards and RSU awards granted before the Merger were granted under the Private ArTara Plan. The remaining option awards and RSU awards granted before 2025 were granted under the 2014 Plan. Option awards and RSU awards granted in 2025 were granted under the 2024 Plan with the exception of Dr. Nicacio’s granted on April 15, 2025, which was granted under the 2020 Inducement Plan. (2) This column represents the number of shares under the option awards that have vested. Unless otherwise noted, all of the option awards vest as follows: 25% of the shares vest on the one-year anniversary of the grant date, and 1/48th of the shares vest monthly thereafter, subject to the holder’s continuous service with us as of each such date. (3) This column represents the number of shares under the option awards that have not vested. (4) Unless otherwise noted, all of the RSU awards vest as follows: 33.3% of the shares vest on the first, second and third anniversaries of the grant date, respectively, subject to the awardee’s continuous service with us as of each such date. (5) The market value of stock awards that have not yet vested is calculated based on the closing price of our common stock on December 31, 2025, the last trading day of 2025, of $5.33. (6) The share numbers and exercise prices reflected are those of options deemed to have been issued to Dr. Zummo upon completion of the Merger in January 2020. These options were deemed to have been issued upon completion of the Merger in exchange for options to purchase 100,000 shares of Private ArTara common stock, which would have vested monthly over four years following August 1, 2018, at an exercise price of $1.75 per share awarded to Dr. Zummo by Private ArTara in 2018. (7) The share numbers and exercise prices reflected in this column are those underlying options deemed to have been issued to Dr. Zummo upon completion of the Merger in January 2020 in exchange for options to purchase 50,000 shares of Private ArTara common stock, which would have vested monthly over four years following January 1, 2019, at an exercise price of $1.75 per share awarded to Dr. Zummo by Private ArTara in 2018. (8) The share numbers and exercise prices reflected in this column are those of options deemed to have been issued to Dr. Zummo upon completion of the Merger in January 2020. These options were deemed to have been issued upon completion of the Merger in exchange for options to purchase 50,000 shares of Private ArTara common stock, of which 22,000 (44%) of the shares vested immediately upon the date of grant, with the remaining 28,000 shares which would have vested monthly in 27 approximately equal monthly increments following September 17, 2019, at an exercise price of $1.75 per share awarded to Dr. Zummo by Private ArTara in 2019.

  40. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under the terms of the employment agreements with each of our named executive officers described above, either we or the executive may terminate the executive’s employment at any time. Each of our named executive officers is eligible, under the terms of his or her employment agreement to receive, in exchange for a release of claims, severance benefits upon termination of employment whether by us, without cause, or by the executive for good reason, with additional severance benefits provided in the event the termination is in connection with a change in control. In addition, the terms of equity awards granted to our named executive officers are subject to the terms of our equity plan and award agreements thereunder, which include accelerated vesting provisions upon certain change in control transactions. We do not provide any excise tax gross-ups or single-trigger change-in-control benefits. Jesse Shefferman Mr. Shefferman’s employment agreement provides that either party may terminate the employment arrangement with or without cause (as defined in his employment agreement). The agreement provides that if we terminate Mr. Shefferman’s employment without cause or if Mr. Shefferman resigns for good reason (as defined in his employment agreement), then Mr. Shefferman will be eligible to receive (i) any unpaid base salary through the effective date of termination, (ii) his base salary for a period of 18 months paid in a lump sum, (iii) a one-time lump sum payment equal to 12 months of his bonus at 100% of target, (iv) reimbursement of all unpaid business expenses for which he is entitled, (v) reimbursement of premium costs under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the same level of coverage he had during employment for 12 months, (vi) pro-rata vesting of any outstanding equity awards to the extent Mr. Shefferman is not employed through the one-year anniversary of the applicable grant date of such outstanding equity awards and (vii) any unused and accrued vacation. The severance benefits described in the foregoing sentence are, in each case, subject to Mr. Shefferman’s compliance with continuing obligations to the Company and his execution of a general release in favor of the Company. In addition to the foregoing, if Mr. Shefferman is terminated for other than cause, death or disability during the twelve months following a change in control of the Company, Mr. Shefferman will be entitled to acceleration of 100% of his then unvested outstanding equity awards. Leonardo Nicacio, M.D. Dr. Nicacio’s employment agreement provides that upon written notice, either party may terminate the employment arrangement with or without cause (as defined in his employment agreement). The agreement provides that if we terminate Dr. Nicacio’s employment without cause or if Dr. Nicacio resigns for good reason (as defined in his employment agreement), then Dr. Nicacio will be eligible to receive (i) any unpaid base salary through the effective date of termination, (ii) his base salary for a period of nine months paid in a lump sum, (iii) reimbursement of all unpaid business expenses for which he is entitled and (iv) reimbursement of any healthcare premium costs for nine months, at the same level of coverage as he had during employment. The severance benefits described in the foregoing sentence are, in each case, subject to Dr. Nicacio’s compliance with continuing obligations to the Company and his execution of a general release in favor of the Company. In addition to the foregoing, if Dr. Nicacio is terminated without cause or if Dr. Nicacio resigns for good reason within and up through the date that is two years following a change in control of the Company, Dr. Nicacio will be entitled to acceleration of 100% of his then unvested outstanding equity awards. Jacqueline Zummo, Ph.D. Dr. Zummo’s employment agreement provides that either party may terminate the employment arrangement with or without cause (as defined in her employment agreement). The agreement provides that if we terminate Dr. Zummo’s employment without cause or if Dr. Zummo resigns for good reason (as defined in her employment agreement), then Dr. Zummo will be eligible to receive (i) any unpaid base salary through the effective date of termination, (ii) her base salary for a period of nine months paid in a lump sum, (iii) a one-time lump sum payment equal to nine months of her bonus at target, (iv) reimbursement of all business expenses for which she is entitled, (v) reimbursement of any healthcare premium costs for nine months, at the same level of coverage as she had during employment, (vi) pro-rata vesting of any outstanding equity awards to the extent Dr. Zummo is not employed through the one-year anniversary of the applicable grant date of such outstanding equity awards and (vii) any unused and accrued vacation. The severance benefits described in the foregoing sentence are, in each case, subject to Dr. Zummo’s compliance with continuing obligations to the Company and her execution of a general release in favor of the Company. In addition to the foregoing, if Dr. Zummo is terminated for other than cause, death or disability during the eighteen months following a change in control of the Company, Dr. Zummo will be entitled to acceleration of 100% of her then unvested outstanding equity awards.

  41. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our named executive officers participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our board of directors may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  42. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we are providing the following disclosure regarding the relationship between executive compensation and certain financial performance measures of the Company. As we are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company — Selected Measure” as defined in Item 402(v) of Regulation S-K.

  43. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows the past three fiscal years’ total compensation for our named executive officers as set forth in the Summary Compensation Table, the compensation actually paid to our named executive officers (as determined under SEC rules, “Compensation Actually Paid”), our total shareholder return (“TSR”) and our net income. SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine Compensation Actually Paid as reported in the Pay Versus Performance Table. Compensation Actually Paid does not necessarily represent compensation actually earned, realized or received by the applicable named executive officer, but rather is a valuation calculated under applicable SEC rules by adjusting the Summary Compensation Table totals for the applicable year as described in the footnotes to the Pay Versus Performance Table.

  44. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) ($) | Net Income (Loss) (million)(5) ($) | | 2025 | 2,655,774 | 2,309,996 | 1,382,378 | 1,406,824 | 198.88 | (57.4) | | 2024 | 1,791,843 | 4,386,910 | 1,106,334 | 1,636,421 | 197.01 | (44.6) | | 2023 | 1,906,132 | 1,272,679 | 1,241,689 | 958,775 | 69.96 | (40.4) |

  45. Pay Versus Performance Table

    (1) Mr. Shefferman was our principal executive officer (“PEO”) for each of the years reported. (2) Compensation Actually Paid to our PEO was calculated in accordance with Item 402(v) of Regulation S-K by deducting and adding from the Summary Compensation Table totals as shown below. In calculating the Compensation Actually Paid amounts reflected in this column, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.

  46. Pay Versus Performance Table

    | Year | | | Equity Award Adjustments | | | | | | | | | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards(a) ($) | Plus: Year End Fair Value of Equity Awards Granted in the Year that are Unvested at Year End ($) | Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End ($) | Plus: Fair Value of Equity Awards that were Granted and Vested in the Same Year at Vesting Date ($) | Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Less: Year End Fair Value of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions ($) | Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Compensation Actually Paid to PEO ($) | | 2025 | 2,655,774 | (1,571,666) | 1,792,785 | (99,525) | — | (467,372) | — | — | 2,309,996 | | 2024 | 1,791,843 | (655,294) | 1,974,355 | 835,949 | — | 440,057 | — | — | 4,386,910 | | 2023 | 1,906,132 | (891,050) | 515,157 | (186,258) | — | (71,302) | — | — | 1,272,679 |

  47. Pay Versus Performance Table

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (3) The Non-PEO NEOs, for each year reported were as follows: 2025: Leonardo Nicacio, M.D. and Jacqueline Zummo, Ph.D. 2024: Patrick Fabbio, Jacqueline Zummo, Ph.D. and Jathin Bandari, M.D. 2023: Patrick Fabbio and Jacqueline Zummo, Ph.D. Compensation Actually Paid to our Non-PEO NEOs was calculated in accordance with Item 402(v) of Regulation S-K by deducting and adding from the Summary Compensation Table totals as shown below. In calculating the Compensation Actually Paid amounts reflected in this column, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.

  48. Pay Versus Performance Table

    | Year | | | Equity Award Adjustments | | | | | | | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less: Reported Value of Equity Awards(a) ($) | Plus: Year End Fair Value of Equity Awards Granted in the Year that are Unvested at Year End ($) | Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End ($) | Plus: Fair Value of Equity Awards that were Granted and Vested in the Same Year at Vesting Date ($) | Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Less: Year End Fair Value of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions ($) | Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,382,378 | (627,382) | 758,330 | (19,096) | — | (87,406) | — | — | 1,406,824 | | 2024 | 1,106,334 | (248,480) | 495,297 | 261,916 | 8,494 | 170,694 | (157,834) | — | 1,636,421 | | 2023 | 1,241,689 | (546,300) | 302,879 | (32,834) | — | (6,659) | — | — | 958,775 |

  49. Pay Versus Performance Table

    ____________ (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (4) The values disclosed in this TSR column represent the value at year-end, for each noted year, of an initial fixed investment of $100 made on December 31, 2022. (5) The dollar amounts reported represent the amount of net income (loss) reflected in our audited consolidated financial statements included in the Annual Report for the applicable year.

  50. Relationships Between Executive Compensation Actually Paid and the Company’s Financial Performance Measures

    Relationships Between Executive Compensation Actually Paid and the Company’s Financial Performance Measures Relationship Between Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s TSR over the three most recently completed fiscal years. Relationship Between Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and our net income (loss) during the three most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  51. Non-Employee Director Compensation

    Non-Employee Director Compensation

  52. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table The following table sets forth the compensation (cash and equity) received by our non-employee directors during the year ended December 31, 2025.

  53. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Luke Beshar | 171,500 | 54,991 | 226,491 | | Barry Flannelly, Pharm.D. | 46,000 | 54,991 | 100,991 | | Roger Garceau, M.D. | 66,500 | 54,991 | 121,491 | | Jane Huang, M.D. | 65,000 | 54,991 | 119,991 | | Richard Levy, M.D. | 94,500 | 54,991 | 149,491 | | Gregory Sargen | 55,000 | 54,991 | 109,991 | | Cynthia Smith | 52,000 | 54,991 | 106,991 | | Michael Solomon, Ph.D. | 52,500 | 54,991 | 107,491 |

  54. 2025 Non-Employee Director Compensation Table

    ____________ (1) Amounts reported represents the aggregate grant date fair value of stock options granted to our directors during 2025 under the 2024 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 12 to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the non-employee director. As of December 31, 2025, the aggregate number of shares outstanding under all options to purchase our common stock held by our non-employee directors were: Mr. Beshar: 102,566; Dr. Flannelly: 90,250; Dr. Garceau: 95,890; Dr. Huang: 84,000; Dr. Levy: 73,000; Mr. Sargen: 73,000; Ms. Smith: 85,750; and Dr. Solomon: 102,565. As of December 31, 2025, there are no unvested RSUs; the aggregate number of vested but not settled RSUs, consistent with the applicable RSU agreements, held by our non-employee directors were: Mr. Beshar: 168,000; Dr. Flannelly: 0; Dr. Garceau: 33,000; Dr. Huang: 0; Dr. Levy: 31,000; Mr. Sargen: 31,000; Ms. Smith: 0; and Dr. Solomon: 26,500. Mr. Shefferman, our Chief Executive Officer, is also a member of our board of directors but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Shefferman and our other named executive officers.

  55. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our compensation committee reviews the compensation program for our non-employee directors on an annual basis, with the assistance of its independent compensation consultant, who prepares a comprehensive assessment of our non-employee director compensation program. Such assessment includes comparing our current non-employee director compensation against competitive market practices using the same compensation peer group used for executive compensation purposes and an update on recent trends in director compensation. Following such review, the compensation committee recommends, and our board of directors approves, updates, if any, to our Non-Employee Director Compensation policy. Under our Non-Employee Director Compensation Policy, each of our non-employee directors is eligible to receive compensation for service on our board of directors and committees of our board of directors, with cash compensation (as described below) deemed effective as of April 1, 2026. The Non-Employee Director Compensation Policy provides our non-employee directors with the following compensation for their services: • an annual cash retainer of $40,000 for all non-employee directors; • an annual cash retainer of $115,000 for the chair of our board of directors (in addition to the annual cash retainer above); • an additional annual cash retainer of $10,000, $7,500, $5,000 and $25,000 for service as a member of the audit committee, the compensation committee, the nominating and corporate governance committee and the scientific advisory committee, respectively; • an additional annual cash retainer of $20,000, $15,000, $10,000 and $50,000 for service as chair of the audit committee, the compensation committee, the nominating and corporate governance committee and the scientific advisory committee, respectively (in lieu of the committee member retainer above); • an initial option grant, for new non-employee directors, to purchase 62,000 shares of our common stock, with one-third of the shares subject to the grant vesting on the first anniversary of the grant date and the rest vesting in 24 equal monthly installments; and • an annual option grant to purchase 31,000 shares of our common stock, vesting in full on the first anniversary of the grant date, which annual option grant shall be made on the date following the date of each of our annual stockholder meetings. Our board of directors also adopted a provision in the Non-Employee Director Compensation Policy pursuant to which no non-employee director may be granted (in any calendar year) compensation with a value greater than $750,000 (or $1,000,000 solely with respect to the calendar year in which such director is first appointment or elected to the board), with the value of any initial option grant or any annual grant based on the accounting grant date value of such grant. All vesting of the equity awards granted under our Non-Employee Director Compensation Policy is subject to the director’s continuous service as of each applicable vesting date. Notwithstanding the foregoing, in the event of a “change in control” (as defined in the 2024 Plan), all shares subject to any then-outstanding and unvested equity awards granted pursuant to the Non-Employee Director Compensation Policy will become fully vested upon such change in control.