Cara Therapeutics to Merge with Tvardi Therapeutics and Sell Difelikefalin Assets to CSL Vifor

Tvardi Therapeutics, Inc.

Cara enters Merger Agreement with Tvardi; pre-Merger Cara holders will own ~15.25%, Tvardi holders ~12.54%, convertible note holders ~72.21% of combined company.
Cara agrees to sell difelikefalin assets to CSL Vifor for $900,000 plus $3 million payment to CSL Vifor for estimated future expenses.
Tvardi CEO Imran Alibhai, Ph.D., will become CEO of combined company; Tvardi CFO Dan Conn to be CFO; existing Cara officers expected to depart.
Tvardi convertible notes of ~$28 million principal automatically convert into Cara common stock at closing; lock-up agreements restrict transfer for 180 days.
Support agreements from Cara holders representing ~1.0% of Cara stock and Tvardi holders representing ~97% of Tvardi capital stock to vote in favor.

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