M&A - Cara Therapeutics, Inc.

Form Type: 10-Q

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000155837025007575

Filing Summary: On April 15, 2025, Cara Therapeutics, Inc. completed a merger with Tvardi Therapeutics, Inc. (formerly known as Legacy Tvardi) under the terms of a Merger Agreement dated December 17, 2024. Upon completion of the merger, Cara underwent a reverse stock split of its common stock at a 1:3 ratio, changed its name to Tvardi Therapeutics, Inc., and Legacy Tvardi became a wholly owned subsidiary of the new entity. This Quarterly Report presents the financial results of Cara prior to the merger but gives effect to the reverse stock splits. The report includes a condensed consolidated balance sheet as of March 31, 2025, and shows a net loss of $4,906,000 for the quarter amid ongoing research and general administrative expenses. The filed report reflects the status of the assets and liabilities post-merger, with total assets reported at $38,947,000 and total liabilities at $47,020,000, leading to a stockholders' equity deficit of $8,073,000.

Form Type: 8-K/A

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925047844

Filing Summary: This document is an Amendment No. 1 on Form 8-K/A for Tvardi Therapeutics, Inc. (formerly Cara Therapeutics, Inc.), amending the Current Report filed on April 15, 2025. It reports the completion of a merger where CT Convergence Merger Sub, Inc. merged with and into Tvardi Operating Company, Inc. (formerly Tvardi Therapeutics, Inc.). The Amendment updates Item 2.01 to reflect the Management’s Discussion and Analysis of Financial Condition and Results of Operations for Private Tvardi for the quarter ended March 31, 2025. It also amends the historical financial statements in the Original Report by including the unaudited interim financial statements of Private Tvardi for the same quarter. The amendment emphasizes that it does not update any other item from the Original Report nor discusses any subsequent developments after that filing date.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000095017025054743

Filing Summary: On April 15, 2025, a merger occurred between a wholly owned subsidiary of Cara Therapeutics, Inc. and Tvardi Therapeutics, Inc., with Tvardi surviving as a wholly owned subsidiary of Cara. Prior to this, on December 30, 2024, Cara had executed a reverse stock split at a ratio of 1:12, impacting the number of shares held by the Reporting Persons but not their relative equity interests. Following the merger, the pre-Merger equityholders of Cara held approximately 15.4% of the outstanding shares of Common Stock of Tvardi, while the remaining shares were held by the pre-Merger equityholders of Tvardi and convertible note holders, totaling approximately 84.5%. Additionally, Cara implemented another reverse stock split at a ratio of 1:3 prior to the merger. As a result of these actions, the Reporting Persons now own 205,465 shares, constituting around 2.2% of the total Common Stock of the Issuer.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925035121

Filing Summary: On April 15, 2025, Tvardi Therapeutics, Inc., formerly known as Cara Therapeutics, Inc., completed its merger with Tvardi Therapeutics, Inc. under the terms of the Merger Agreement dated December 17, 2024. Tvardi became a wholly owned subsidiary of Cara, which also changed its name to Tvardi Therapeutics, Inc. Concurrent with the merger, a reverse stock split of 1-for-3 was executed and the authorized shares of common stock were increased to 150,000,000. As part of the merger, 7,805,161 shares were issued to Tvardi stockholders based on an exchange ratio of 0.1341 shares. Following the merger, the ownership structure of the Company now includes approximately 15.4% held by former Cara stockholders, 72.0% by former Tvardi stockholders, and 12.5% by holders of convertible promissory notes. The document outlines agreements related to the indemnification of new directors and executives and registration rights agreements with significant stockholders. Additionally, the filing discloses past and future obligations regarding licensed technologies from Baylor College of Medicine, along with detailed financial arrangements regarding licensing agreements. The common stock of the newly named Tvardi Therapeutics, Inc. will commence trading under the symbol 'TVRD' on April 16, 2025, following the reverse stock split.

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925034220

Filing Summary: On April 11, 2025, Cara Therapeutics, Inc. disclosed a merger agreement with Tvardi Therapeutics, Inc. and its subsidiary, CT Convergence Merger Sub Inc. The agreement states that Merger Sub will merge with Tvardi, which will continue as a wholly-owned subsidiary of Cara. This merger focuses on developing novel therapies targeting STAT3 for fibrosis-driven diseases. An investor presentation regarding the merger will be provided to potential investors. Forward-looking statements regarding the merger and its implications are made, cautioning that the completion is subject to various risks and uncertainties.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030583

Filing Summary: On April 1, 2025, Cara Therapeutics, Inc. held a Special Meeting of Stockholders where stockholders voted on several proposals. Key approvals include: the issuance of shares for the merger with Tvardi Therapeutics, allowing for a change of control of Cara; approval of the Tvardi Therapeutics, Inc. 2025 Equity Incentive Plan; approval of the Tvardi Therapeutics, Inc. 2025 Employee Stock Purchase Plan; an amendment to implement a reverse stock split between 1-for-2 to 1-for-4; an increase in authorized shares from 16,666,667 to 150,000,000; and approval of compensation arrangements related to the merger. The final voting results showed significant support for all proposals, with varying votes for and against.

Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925027234

Filing Summary: Cara Therapeutics, Inc. has filed this Form 8-K to report on the merger agreement established with Tvardi Therapeutics, Inc. on December 17, 2024, which is aimed at enhancing Cara's portfolio in developing therapies targeting diseases with significant unmet needs. The merger is framed within a broader strategy to comply with SEC regulations and better inform stockholders following the receipt of multiple demands and lawsuits tied to the disclosures in the merger proxy statement and prospectus. As of the date of this report, the company acknowledged the existence of lawsuits from purported stockholders alleging material misstatements in previously filed documents. In the interest of reducing litigation costs and ensuring the merger proceeds smoothly, Cara is providing supplemental disclosures to clarify the merger's implications, including changes to board composition and potential ownership restructuring post-merger. Despite ongoing legal challenges, Cara asserts that no laws were violated and maintains its stance against the allegations of misleading information. The report also emphasizes the critical nature of stockholder engagement through voting instructions in light of the merger.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925027233

Filing Summary: As of March 24, 2025, Cara Therapeutics, Inc. filed an Update on its previous announcement regarding the merger with Tvardi Therapeutics, Inc. Details surrounding the Agreement and Plan of Merger were reiterated, highlighting that Cara's subsidiary, Merger Sub, will merge with Tvardi, allowing Tvardi to operate as a wholly-owned subsidiary of Cara. The document mentions that Cara has received thirteen shareholder demands and two lawsuits asserting that the Registration Statement contains materially misleading information related to the merger. Despite the claims, Cara and its Board deny any wrongdoing but provide supplemental disclosures to mitigate litigation costs and potential disruption to the merger. Changes to the board composition following the merger and legal proceedings against Cara are discussed. The Form 8-K serves to enhance the proxy statement prospectus initially filed to inform stockholders.

Form Type: S-4/A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925013053

Filing Summary: Cara Therapeutics, Inc. (Cara) is proposing a merger with Tvardi Therapeutics, Inc. (Tvardi) through an Agreement and Plan of Merger effective December 17, 2024. The merger will involve Cara’s subsidiary merging with Tvardi, enabling Tvardi to exist as a wholly-owned subsidiary of Cara. Each share of Tvardi common stock will be converted into approximately 0.2042 shares of Cara common stock after a reverse stock split. The merger is aimed at creating a biopharmaceutical company to develop therapies targeting STAT3 for fibrosis-driven diseases. Key details include an expected completion date of March 31, 2025, subject to conditions including stockholder approvals at a special meeting scheduled for April 1, 2025. Approval will include issuance of shares that may exceed 20% of Cara's existing shares, a reverse stock split ratio between 1-for-2 to 1-for-4, and an increase in authorized shares from 16,666,667 to 150,000,000. Following the merger, Cara will be renamed Tvardi Therapeutics, Inc., and will trade under the symbol 'TVRD'. The document discusses various financial implications, stockholder impact, and management changes post-merger, emphasizing the board's unanimous recommendation to approve the transaction and associated proposals.

Form Type: CORRESP

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925013055

Filing Summary: Cara Therapeutics, Inc. filed an Amendment No. 1 to demonstrate its compliance with SEC comments regarding the proposed merger with Tvardi Therapeutics, Inc. The company addressed Nasdaq compliance issues, noting it aims to meet listing criteria for its combined entity post-merger. Clarifications were made regarding support agreements involving its officers regarding common stock ownership, and the handling of financial projections utilized in a fairness analysis. Furthermore, the company confirmed that after the discontinuation of its R&D activities and asset dispositions, it anticipates operating with nominal assets and functions after the merger's completion.

Form Type: CORRESP

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925006051

Filing Summary: Cara Therapeutics, Inc. filed a response to comments from the SEC regarding its Registration Statement on Form S-4 from December 18, 2024. The company has amended the registration statement to address various comments from the SEC staff, notably clarifying disclosures related to a proposed merger. It has confirmed that stockholder votes are needed for several proposals related to the merger and has revised descriptions about the issuance of shares which will lead to a change of control. The Company intends to complete an asset disposition if the merger does not go through. Furthermore, disclosures concerning U.S. Federal Income Tax consequences to stockholders and the tax implications of the accelerated vesting of restricted stock units have been updated. The amended statement also includes updated risk factors related to Nasdaq compliance, stating they have received deficiency letters regarding minimum stockholders’ equity and bid price requirements, and outlines the intended actions to regain compliance to avoid delisting. Other revisions covered the correction of the estimated shares to be issued in the merger and clarifications regarding financial forecasts provided during the merger evaluation process, addressing concerns about potential material impacts and speculation on future performance from both Cara and its counterpart, Tvardi Therapeutics.

Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925004749

Filing Summary: On January 16, 2025, Cara Therapeutics, Inc. entered into an Agreement and Plan of Merger with Tvardi Therapeutics, Inc. and CT Convergence Merger Sub Inc. The merger involves Merger Sub merging into Tvardi, with Tvardi becoming a wholly-owned subsidiary of Cara Therapeutics. The document also includes an attached investor presentation for potential investors regarding the merger and its implications. Additionally, it contains cautions about forward-looking statements concerning the merger process and potential risks associated. The filing encourages stakeholders to read further documents related to the proposed transaction that will be available in the future.

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925004747

Filing Summary: On January 16, 2025, Cara Therapeutics, Inc. entered into an Agreement and Plan of Merger and Reorganization with Tvardi Therapeutics, Inc., whereby Merger Sub, a subsidiary of Cara, will merge with and into Tvardi, resulting in Tvardi becoming a wholly-owned subsidiary of Cara. An investor presentation related to the merger is attached as Exhibit 99.1. The document outlines that the filing also aims to satisfy the obligations under Regulation FD, and cautionary statements regarding forward-looking statements are included. Additionally, the company acknowledges the filing of a registration statement on Form S-4 with the SEC in connection with the proposed transaction.

Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925004519

Filing Summary: Cara Therapeutics, Inc. has received notification from Nasdaq confirming its compliance with the Minimum Bid Price Requirement after the company's common stock bid price remained above $1.00 for ten consecutive business days. This follows the company's previous noncompliance issues where it was given an initial grace period and then an extension until January 27, 2025, to meet the minimum bid price. Additionally, the company had been notified about noncompliance with the Stockholders' Equity Requirement, having reported a stockholders' equity of $707,000, which is below the required minimum of $2.5 million. A merger with Tvardi Therapeutics, Inc. is part of the company's Compliance Plan to regain compliance with this requirement, and Nasdaq has granted an extension until May 19, 2025, to meet the stockholders’ equity criteria. The merger is classified as a change of control and will have implications on Nasdaq's listing rules for the newly formed entity. The document emphasizes the risks and uncertainties related to the merger and compliance efforts, urging shareholders to read forthcoming materials regarding the proposed transaction.

Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000110465925004517

Filing Summary: On January 14, 2025, Cara Therapeutics, Inc. received an extension from Nasdaq until May 19, 2025, to regain compliance with the stockholders' equity requirement after previously being notified of noncompliance. This extension is related to a proposed merger with Tvardi Therapeutics, Inc., which will also constitute a change of control for compliance purposes. The company had previously struggled to maintain a minimum closing bid price of $1.00 per share, leading to a transfer of its stock listing from the Nasdaq Global Market to the Nasdaq Capital Market. On January 16, 2025, Cara Therapeutics was notified that it had regained compliance with the minimum bid price requirement after achieving a closing bid price above $1.00 for ten consecutive business days. The document outlines the compliance attempts and implications of the merger with Tvardi, as well as details on the proxy statement and other regulatory filings in relation to the merger.

Form Type: 8-K

Filing Date: 2024-12-18

Corporate Action: Merger

Type: New

Accession Number: 000110465924129596

Filing Summary: On December 17, 2024, Cara Therapeutics, Inc. entered into a significant Merger Agreement with Tvardi Therapeutics, Inc., a company focused on developing therapies for fibrosis-driven diseases. In this deal, Cara's wholly-owned subsidiary, CT Convergence Merger Sub Inc., will merge with Tvardi, resulting in Tvardi becoming a wholly-owned subsidiary of Cara. This strategic move aims to expand Cara's portfolio in the biopharmaceutical sector, targeting novel treatment avenues.