8-K
filed April 15, 2025, 7:59 PM ET
ticker TVRD
CIK 0001346830
M&A
confidence high
sentiment neutral
materiality 0.90
Tvardi Therapeutics, Inc. (TVRD): M&A transaction — Cara-Tvardi merger closes, new company renamed Tvardi Therapeutics (TVRD)
Tvardi Therapeutics, Inc.
- Merger completed April 15, 2025: Merger Sub merged into Tvardi, which became a wholly owned subsidiary.
- Post-merger ownership: pre-Cara holders ~15.4%, pre-Tvardi holders ~72.0%, Convertible Note holders ~12.5% fully diluted.
- 1-for-3 reverse stock split effected; common stock begins trading as TVRD on Nasdaq on April 16, 2025.
- Asset disposition of difelikefalin to CSL Vifor for $900K; Cara paid CSL Vifor $3M for future expenses.
- Lead candidate TTI-101 in Phase 2 for IPF; unblinded data expected H2 2025; HCC data expected H1 2026.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Helen M. Boudreau resigned as Director at Tvardi Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Martin Vogelbaum, Christopher Posner, Helen M. Boudreau, Jeffrey Ives, Ph.D., and Lisa von Moltke, M.D. resigned from the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Imran Alibhai, Ph.D. was appointed as Director at Tvardi Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the size of the Company’s board of directors will be fixed at seven members consisting of one member designated by Cara, who is Susan Shiff, Ph.D., and six members designated by Tvardi, who are Sujal Shah, Michael Wyzga, Wallace Hall, Shaheen Wirk, M.D., Imran Alibhai, Ph.D., and Cynthia Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Shiff, Ph.D. was appointed as Director at Tvardi Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the size of the Company’s board of directors will be fixed at seven members consisting of one member designated by Cara, who is Susan Shiff, Ph.D., and six members designated by Tvardi, who are Sujal Shah, Michael Wyzga, Wallace Hall, Shaheen Wirk, M.D., Imran Alibhai, Ph.D., and Cynthia Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Wyzga was appointed as Director at Tvardi Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the size of the Company’s board of directors will be fixed at seven members consisting of one member designated by Cara, who is Susan Shiff, Ph.D., and six members designated by Tvardi, who are Sujal Shah, Michael Wyzga, Wallace Hall, Shaheen Wirk, M.D., Imran Alibhai, Ph.D., and Cynthia Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shaheen Wirk, M.D. was appointed as Director at Tvardi Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the size of the Company’s board of directors will be fixed at seven members consisting of one member designated by Cara, who is Susan Shiff, Ph.D., and six members designated by Tvardi, who are Sujal Shah, Michael Wyzga, Wallace Hall, Shaheen Wirk, M.D., Imran Alibhai, Ph.D., and Cynthia Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lisa von Moltke, M.D. resigned as Director at Tvardi Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Martin Vogelbaum, Christopher Posner, Helen M. Boudreau, Jeffrey Ives, Ph.D., and Lisa von Moltke, M.D. resigned from the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sujal Shah was appointed as Director and Chair of the Board at Tvardi Therapeutics, Inc..
- Action
- appointed
- Role
- Director and Chair of the Board
Exact text from the filing
Sujal Shah was appointed to the Company’s board of directors and as Chair of our board of directors upon the closing of the Merger.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cynthia Smith was appointed as Director at Tvardi Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the size of the Company’s board of directors will be fixed at seven members consisting of one member designated by Cara, who is Susan Shiff, Ph.D., and six members designated by Tvardi, who are Sujal Shah, Michael Wyzga, Wallace Hall, Shaheen Wirk, M.D., Imran Alibhai, Ph.D., and Cynthia Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martin Vogelbaum resigned as Director at Tvardi Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Martin Vogelbaum, Christopher Posner, Helen M. Boudreau, Jeffrey Ives, Ph.D., and Lisa von Moltke, M.D. resigned from the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Ives, Ph.D. resigned as Director at Tvardi Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Martin Vogelbaum, Christopher Posner, Helen M. Boudreau, Jeffrey Ives, Ph.D., and Lisa von Moltke, M.D. resigned from the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wallace Hall was appointed as Director at Tvardi Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the size of the Company’s board of directors will be fixed at seven members consisting of one member designated by Cara, who is Susan Shiff, Ph.D., and six members designated by Tvardi, who are Sujal Shah, Michael Wyzga, Wallace Hall, Shaheen Wirk, M.D., Imran Alibhai, Ph.D., and Cynthia Smith.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Posner resigned as Director at Tvardi Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Martin Vogelbaum, Christopher Posner, Helen M. Boudreau, Jeffrey Ives, Ph.D., and Lisa von Moltke, M.D. resigned from the Company’s board of directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Tvardi Therapeutics, Inc.: As a result of the Merger, the Company ceased to be a shell company.
- Change
- shell status
Exact text from the filing
As a result of the Merger, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the closing of the Merger.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Tvardi Therapeutics, Inc.: Board approved and adopted a new Code of Business Conduct and Ethics that updated and enhanced the existing code with new policies on legal compliance, conflicts of interest, senior financial personnel conduct, respectful environment, asset protection, and media engagements (effective 2025-04-15).
- Change
- code of ethics
- Effective
- 2025-04-15
Exact text from the filing
On April 15, 2025, the board of directors of the Company approved and adopted a new Code of Business Conduct and Ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Tvardi Therapeutics, Inc. completed a disposition involving CSL Vifor for $900,000 (closed 2025-04-15).
- Action
- disposition
- Counterparty
- CSL Vifor
- Consideration
- $900,000
- Closing
- 2025-04-15
Exact text from the filing
rights for the development, manufacture and commercialization of difelikefalin as well as certain associated liabilities (the “Asset Disposition”) for a purchase price of $900,000 (subject to certain adjustments with respect to inventory). The Asset Disposition closed on April 15, 2025. 4 Pursuant to the APA, in connection with the consummation of the
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Tvardi Therapeutics, Inc. underwent a change of control involving Tvardi Therapeutics, Inc. (closed 2025-04-15).
- Action
- change of control
- Counterparty
- Tvardi Therapeutics, Inc.
- Closing
- 2025-04-15
Exact text from the filing
Cara changed its name from "Cara Therapeutics, Inc." to "Tvardi Therapeutics, Inc."
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Tvardi Therapeutics, Inc. completed an acquisition involving Tvardi Therapeutics, Inc. (closed 2025-04-15).
- Action
- acquisition
- Counterparty
- Tvardi Therapeutics, Inc.
- Closing
- 2025-04-15
Exact text from the filing
On April 15, 2025, Cara, Merger Sub and Tvardi consummated the transactions contemplated by the Merger Agreement
View on SEC.gov
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