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Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 27, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-36279   75-3175693

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


4 Stamford Plaza

107 Elm Street, 9th Floor

Stamford, Connecticut

 (Address of principal executive offices)       (Zip Code)
Registrant's telephone number, including area code: (203) 406-3700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.001 per share CARA The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 27, 2022, Thomas Reilly, Chief Financial Officer of Cara Therapeutics, Inc. (the “Company”), gave notice of his resignation, effective on or about June 15, 2022, to pursue a new opportunity. The Company has commenced a search for Mr. Reilly’s replacement. Mr. Reilly’s departure is not due to a dispute or disagreement with the Company.


Effective immediately following Mr. Reilly’s departure, Richard Makara, the Company’s Vice President, Head of Accounting & Controller, will assume Mr. Reilly’s responsibilities on an interim basis. As of that date, Mr. Makara will assume the position of the Company’s principal financial officer and principal accounting officer until such time as his successor is appointed, or until his earlier resignation or removal.


Mr. Makara, 52, has served the Company in various capacities since October 2014, most recently serving as VP, Head of Accounting & Controller from November 2018 to present. Mr. Makara previously served as the Company’s principal financial officer and principal accounting officer on an interim basis from December 2019 to October 2020. Prior to joining the Company, he served as Director of Accounting at Purdue Pharma from June 2010 to October 2014. Before joining Purdue, he served as an auditor for PricewaterhouseCoopers from 1992 to 2009. Mr. Makara received his B.S. in Accounting from Purdue University. Mr. Makara is a certified public accountant.


There is no family relationship between Mr. Makara and any director or executive officer of the Company and he has no direct or indirect material interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.


In recognition of Mr. Makara’s service to the Company, on the date that Mr. Makara assumes Mr. Reilly’s responsibilities on an interim basis, the Company will grant restricted stock units for 7,500 shares of the Company’s common stock (the “RSU Grant”) to Mr. Makara. The RSU Grant will vest at the earlier of (i) December 31, 2022 or (ii) the appointment of the Company’s new Chief Financial Officer, subject to Mr. Makara’s continuous employment with the Company as of such vesting date.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Christopher Posner
    President and Chief Executive Officer


Date: June 3, 2022