aibioCara Therapeutics (now Tvardi Therapeutics) closes merger with Tvardi, 1-for-3 reverse split
Tickers TVRD
Cara Therapeutics completed its merger with Tvardi on April 15, 2025 and took the Tvardi name after a 1-for-3 reverse stock split. Former Cara holders keep about 15.4% of the combined company, and the cash plan runs into the second half of 2026 on the strength of two Phase 2 readouts that have not yet been reported.
Key facts
- Company
- Tvardi Therapeutics, Inc. (NASDAQ: TVRD)
- News type
- Mergers
- Primary source
- Tvardi Therapeutics, Inc. Form 8-K filed April 15, 2025 (SEC EDGAR)
Cara Therapeutics, Inc. completed its merger with Tvardi on April 15, 2025, and the combined company now operates as Tvardi Therapeutics, Inc. (Nasdaq: TVRD). The closing was reported in a Form 8-K filed the same day.
How the merger closed
Merger Sub, a wholly owned subsidiary of Cara, merged with and into Tvardi. Tvardi survived as a wholly owned subsidiary of Cara, and Cara changed its name to Tvardi Therapeutics, Inc. on the same day. Cara also carried out a 1-for-3 reverse stock split of all its issued and outstanding common stock on April 15, adjusted its outstanding options in proportion, and raised its authorized common shares to 150,000,000. It issued an aggregate of 7,805,161 shares to Tvardi's stockholders and holders of Tvardi convertible notes.
Ownership and share count
The release gives a final exchange ratio of approximately 0.1341 shares of Cara common stock for each share of Tvardi common stock, after the reverse split. Immediately after the closing there were approximately 9.4 million shares of the combined company's common stock outstanding. Pre-merger Cara equityholders own approximately 15.4% on a fully diluted basis. Pre-merger Tvardi equityholders, including investors in the private placement, own approximately 84.6%.
The release gives no trading price, so it does not show the company's market value.
Cash and what it depends on
When the merger was first announced, Tvardi completed a private placement of approximately $28 million from a syndicate of new and existing institutional investors. The release says Tvardi's existing cash, together with approximately $24 million of Cara cash at closing, should fund operating expenses and capital expenditure into the second half of 2026. The plan also runs through the two Phase 2 readouts described below.
The release does not state Tvardi's own cash balance, so the runway cannot be checked against a burn rate. Its risk list includes the need for additional capital, which may not be available on favorable terms or at all.
The readouts still ahead
Tvardi describes itself as a clinical-stage company developing oral small molecule STAT3 inhibitors for fibrosis-driven diseases. Its lead candidate, TTI-101, is in two trials. It expects unblinded data from the Phase 2 trial in idiopathic pulmonary fibrosis in the second half of 2025, and preliminary topline data from the Phase 1b/2 trial in hepatocellular carcinoma in the first half of 2026. The closing release reports no trial results. Because the cash plan depends on both readouts, a delay or a weak result in either would bear directly on the company's funding.
Licences and resale rights
Tvardi's two license agreements with Baylor College of Medicine became the company's agreements through the merger. The 8-K says the first covers STAT3 inhibitor patents and requires one-time milestone payments of up to $2,200,000 in the aggregate on specified development and regulatory milestones, plus royalties of a low-single-digit percentage of net sales. The license also requires a tiered low-double-digit percentage of any sublicensing revenue. Under the second license, one-time milestone payments reach up to $1,225,000.
The company and Tvardi also entered into a Registration Rights Agreement with holders of more than 5% of the stock, and with directors and entities affiliated with them. The 8-K names Shaheen Wirk, David J. Tweardy and entities affiliated with Wallace Hall. The company agreed to file a registration statement within 45 calendar days after the closing to register for resale the shares those holders received in the merger.
Who is involved
Imran Alibhai, Ph.D., is the combined company's chief executive officer. Piper Sandler & Co. was exclusive financial advisor to Cara, and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. was Cara's legal counsel. Cooley LLP and Goodwin Procter LLP were legal counsel to Tvardi. The release does not name a placement agent for the $28 million private placement.
What the filings leave out
The 8-K and release do not give the combined company's cash balance at closing, its net loss or any efficacy data from the two trials. They do not show whether the company can fund its programs beyond the second half of 2026 without new money.