aibioCara Therapeutics (now Tvardi Therapeutics) stockholders approve Tvardi merger share issuance
Tickers TVRD
Cara stockholders approved the share issuance for the merger with Tvardi, a reverse split range of 1-for-2 to 1-for-4, and an increase in authorized shares to 150,000,000.
Key facts
- Company
- Tvardi Therapeutics, Inc. (NASDAQ: TVRD)
- News type
- Mergers
- Primary source
- Tvardi Therapeutics, Inc. Form 8-K filed April 1, 2025 (SEC EDGAR)
Cara Therapeutics, Inc. held a special meeting of stockholders on April 1, 2025, and they approved the issuance of its common stock for the merger with Tvardi Therapeutics, Inc. The Form 8-K filed the same day reports the votes on six proposals. After the merger, holders of Tvardi's equity would own the majority of the combined company.
How the vote went
Ryan Maynard, Chief Financial Officer, signed the 8-K. The stock issuance proposal passed with 2,088,293 votes for, 166,062 against and 3,124 abstentions. Holders of 2,257,479 shares were present in person or by proxy, or 49.38% of the 4,571,229 shares outstanding on the February 5, 2025 record date. The stockholders also approved a reverse stock split at a ratio between 1-for-2 and 1-for-4, with the final ratio to be agreed by both boards before the merger takes effect. They approved raising authorized common shares from 16,666,667 to 150,000,000.
Not every proposal was popular. The 2025 Equity Incentive Plan drew 1,614,099 votes for and 639,688 against. The Employee Stock Purchase Plan drew 1,811,877 votes for and 440,010 against. The non-binding vote on merger-related pay for named executive officers passed with 2,059,752 votes for and 191,692 against.
The deal terms
Under the merger agreement, a wholly owned Cara subsidiary merges into Tvardi, and Tvardi survives as a subsidiary of Cara. The 10-K for 2024 says that after the merger, Cara's pre-merger equity holders are expected to own about 15.25% of the combined company, Tvardi's pre-merger holders about 72.21%, and holders of Tvardi's convertible notes about 12.54%, all on a fully diluted basis. The percentages can move with the final exchange ratio and the number of shares issued on conversion of Tvardi's notes.
Cara's net cash is a condition. The merger agreement requires Cara to have net cash of no less than $18.0 million for Tvardi to be obliged to close. The 10-K says Cara's net cash could fall below $22.875 million at closing, which would shift ownership toward Tvardi holders, and that if it is below $18.0 million as of June 30, 2025, the agreement could be terminated. Net cash includes a credit or reduction for cash Cara receives or pays in its planned asset disposition. If the deal fails, either side may owe a $2.25 million termination fee or up to $750,000 in expense reimbursements.
Sujal Shah is to serve as chairman of the combined company and Imran Alibhai as chief executive officer, according to the 10-K.
Tvardi's finances
The audited statements that Tvardi provided for the 8-K show a net loss of $29.4 million for 2024 and cash used of $18.3 million in operating activities. Tvardi had an accumulated deficit of $92.2 million at December 31, 2024, and no approved products or product revenue. Its cash and cash equivalents were $31.6 million at that date.
The report of Deloitte & Touche LLP, Tvardi's auditor, dated April 1, 2025, includes a going concern paragraph. It says Tvardi "has suffered recurring losses from operations and does not have sufficient cash on hand or available liquidity to fund operations, which raises substantial doubt about its ability to continue as a going concern." The notes say the $31.6 million in cash is not sufficient to fund planned operations for at least one year from the issuance date of the statements, and that management's plans do not alleviate that doubt. The statements also say significant additional funding is needed before any product is commercialized.
What comes next
The merger still needs the effectiveness of a registration statement and Nasdaq's approval to list the shares. The 8-K provides unaudited pro forma combined financial information, which the filing says is based on assumptions and does not show what the combined company's results would have been. The 10-K says delays in closing could reduce the expected benefits of the merger. If the merger does not close, the Cara board may choose to dissolve and liquidate its assets, or to sell or dispose of them.