--- title: "Cara Therapeutics (now Tvardi Therapeutics) agrees all-stock merger" url: "https://aibio.space/news/cara-therapeutics-now-tvardi-therapeutics-agrees-all-stock-merger/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2024-12-18" section: "Mergers" tickers: "NASDAQ:TVRD" source: "https://www.sec.gov/Archives/edgar/data/1346830/000110465924129596/tm2431150d1_ex99-1.htm" summary: "Cara Therapeutics agreed on December 18, 2024 to combine with private Tvardi Therapeutics in an all-stock deal. Pre-merger Cara holders would own about 17." --- By the aibio.space news desk. Sources - [Tvardi Therapeutics, Inc. 8-K (2024-12-18)](https://www.sec.gov/Archives/edgar/data/1346830/000110465924129596/tm2431150d1_ex99-1.htm) - [tm2431150d2_425.htm](https://www.sec.gov/Archives/edgar/data/1346830/000110465924129597/tm2431150d2_425.htm) - [tm2430195-1_s4.htm](https://www.sec.gov/Archives/edgar/data/1346830/000110465924129773/tm2430195-1_s4.htm) [TVRD](https://aibio.space/companies/tvardi-therapeutics/) 2024-12-18 # Cara Therapeutics (now Tvardi Therapeutics) agrees all-stock merger with private Tvardi Tickers [TVRD](https://aibio.space/companies/tvardi-therapeutics/) Cara Therapeutics agreed on December 18, 2024 to combine with private Tvardi Therapeutics in an all-stock deal. Pre-merger Cara holders would own about 17.0% of the combined company, and the closing depends on Cara holding at least $18.0 million of net cash. ## Key facts - **Company**: Tvardi Therapeutics, Inc. (NASDAQ: TVRD) - **News type**: Mergers - **Primary source**: [Tvardi Therapeutics, Inc. 8-K (2024-12-18)](https://www.sec.gov/Archives/edgar/data/1346830/000110465924129596/tm2431150d1_ex99-1.htm) *Office towers against a dusk sky. CC0, via rawpixel. The picture shows the field, not the companies named.* ## The agreement Cara Therapeutics, Inc. (Nasdaq: CARA) and Tvardi Therapeutics, Inc. announced on December 18, 2024 that they had signed a merger agreement. A Cara subsidiary will merge into Tvardi, and Tvardi will survive as a wholly owned subsidiary of Cara. Cara will then be renamed Tvardi Therapeutics, Inc. and expects to trade on The Nasdaq Capital Market under the symbol TVRD. Tvardi will file an initial listing application with Nasdaq under the exchange's reverse merger rules. ## Who owns the combined company Before adjustments, pre-merger Cara stockholders are expected to own about 17.0% of the combined company, and pre-merger Tvardi investors about 83.0%. Those shares are adjusted for the recent Tvardi financing and for Cara's net cash at closing. The split assumes Cara has net cash of between $22.875 million and $23.125 million at closing, and it moves if that cash falls outside the range. On a fully diluted basis, the filing puts pre-merger Cara holders at about 15.25%, Tvardi stockholders at 12.54% and holders of Tvardi's convertible notes at 72.21%. That assumes a closing date of March 31, 2025. The notes carry principal of about $28 million, plus interest accrued through closing. The assumed exchange ratio uses about 46,115,173 conversion shares, and Cara will also reverse split its stock at a ratio the companies have yet to agree. ## Conditions and fees Closing requires Cara stockholder approval, including votes to approve the issuance of shares that would change control under Nasdaq Listing Rules 5635(a) and (b). Tvardi stockholders must also approve the deal. Other conditions include effectiveness of the Form S-4, continued Nasdaq listing for Cara, and a determination that Cara Net Cash will be at least $18.0 million at closing. Either side can terminate in certain cases. A termination fee of $2.25 million may be payable in those cases, including where a board changes or withdraws its recommendation, or where a party enters a subsequent transaction within a set period. ## Advisers and counsel Piper Sandler & Co. is exclusive financial advisor to Cara. On December 17, 2024 it gave the Cara board an oral opinion, later confirmed in writing, on the terms of the transaction. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is legal counsel to Cara. Cooley LLP and Goodwin Procter LLP are legal counsel to Tvardi. ## The cash runway and the programs Tvardi recently completed a private financing of about $28 million. The companies say that money, plus Tvardi's existing cash and Cara's expected cash, would fund the combined company into the second half of 2026. Tvardi's lead drug is TTI-101, an oral STAT3 inhibitor. The company expects data in the second half of 2025 from two programs. The REVERT IPF trial in idiopathic pulmonary fibrosis is a Phase 2, randomized, double-blind, placebo-controlled study of two doses of TTI-101, alone or with nintedanib. The REVERT LIVER CANCER trial in hepatocellular carcinoma is an open-label Phase 1b/2 study, and the company expects only preliminary topline data from it. The release points to animal models and earlier trials, in which TTI-101 was generally well tolerated and led to clinical responses in liver cancer and other tumor types. ## The sale of Cara's drug and the plans for the combined company Alongside the merger, Cara signed an asset purchase agreement with Vifor Fresenius Medical Care Renal Pharma, Ltd. (CSL Vifor), a company jointly owned by Fresenius Medical Care and the CSL Vifor business unit of the CSL Group. Cara will sell CSL Vifor certain assets and rights to develop, make and commercialize Korsuva/Kapruvia (difelikefalin), plus certain liabilities, for $900,000, subject to inventory adjustments. Cara has also agreed to pay CSL Vifor $3,000,000 to cover its estimated extra costs from the transfer. The sale is conditioned on the Tvardi merger closing at about the same time. The release describes Cara as a development-stage company whose IV formulation of difelikefalin is out-licensed worldwide. After closing, the combined company would be headquartered in Houston and led by Tvardi's chief executive, Imran Alibhai, Ph.D. Its board would have six directors from Tvardi and one from Cara. The boards of both companies approved the deal, and the companies expect it to close in the first half of 2025. Directors, officers and certain Tvardi stockholders signed support agreements to vote for the merger. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story TVRD Tvardi Therapeutics, Inc. NASDAQ ยท United States Open the starter desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Skye Bioscience files preliminary proxy for its Redx Pharma acquisition](https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/) Oct 26, 2026 --- Source page: https://aibio.space/news/cara-therapeutics-now-tvardi-therapeutics-agrees-all-stock-merger/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Cara Therapeutics (now Tvardi Therapeutics) agrees all-stock merger", 2024-12-18, https://aibio.space/news/cara-therapeutics-now-tvardi-therapeutics-agrees-all-stock-merger/