Tvardi Therapeutics Closes Merger with Cara Therapeutics

HOUSTON, April 15, 2025 (GLOBE NEWSWIRE) — Tvardi Therapeutics, Inc. (NASDAQ: TVRD), a clinical-stage biopharmaceutical company focused on the development of novel, oral, small molecule therapies targeting STAT3 to treat fibrosis-driven diseases, today announced the completion of its previously announced merger with Cara Therapeutics, Inc. The combined company is operating under the name Tvardi Therapeutics, Inc., and its shares are expected to begin trading on the Nasdaq Capital Market on April 16, 2025, under the ticker symbol “TVRD”. The combined company will be led by Imran Alibhai, Ph.D., its Chief Executive Officer, and other members of the Tvardi management team.

“We are very pleased to have completed this merger and to be transitioning into a publicly traded company with the combined resources of science and capital to positively impact the lives of people suffering from serious, chronic, fibrosis-driven diseases. We look forward to our two anticipated Phase 2 data readouts in the near term,” said Dr. Alibhai.

Concurrent with the initial merger announcement, Tvardi completed a previously announced private placement financing of approximately $28 million from a syndicate of new and existing institutional investors. With Tvardi’s existing cash and approximately $24 million of Cara cash at closing, Tvardi is expected to have sufficient cash to fund its operating expenses and capital expenditure requirements, as currently planned, into the second half of 2026, including through its two anticipated Phase 2 data readouts.

On April 15, 2025, Cara effected a 1-for-3 reverse stock split of all of its issued and outstanding shares of common stock. All outstanding options were proportionately adjusted, pursuant to their respective terms. The shares of the combined company are expected to begin trading on a post-reverse stock split basis on April 16, 2025 under the new ticker symbol “TVRD”.

Following the reverse stock split and based on the final exchange ratio of approximately 0.1341 shares of Cara common stock for each share of Tvardi common stock, immediately following the closing of the merger, there were approximately 9.4 million shares of the combined company’s common stock issued and outstanding, with the pre-merger equityholders of Cara owning approximately 15.4% of the combined company’s common stock on a fully diluted basis and the pre-merger equityholders of Tvardi (including investors in the private placement financing) owning approximately 84.6% of the combined company’s common stock on a fully diluted basis.

Nasdaq Bell Ringing

In recognition of its successful transition into a publicly traded company, Tvardi has been invited to ring the Nasdaq Stock Market closing bell on Wednesday, April 16th. A live stream of the Nasdaq bell ringing will be available at: https://www.nasdaq.com/marketsite/bell-ringing-ceremony beginning at 3:45pm ET on that day.

Advisors

Piper Sandler & Co. served as exclusive financial advisor to Cara Therapeutics. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as legal counsel to Cara Therapeutics. Cooley LLP and Goodwin Procter LLP served as legal counsel to Tvardi.

About Tvardi Therapeutics

Tvardi is a clinical-stage biopharmaceutical company focused on the development of novel, oral small molecule therapies targeting STAT3 to treat fibrosis-driven diseases with significant unmet need. STAT3 is a central mediator across critical fibrotic signaling pathways that drive uncontrolled deposition, proliferation, survival and immune suppression. STAT3 is also positioned at the intersection of many signaling pathways integral to the survival and immune evasion of cancer cells. The company is conducting Phase 2 clinical trials in fibrosis-driven diseases with high unmet need: idiopathic pulmonary fibrosis (NCT05671835) and hepatocellular carcinoma (NCT05440708). To learn more, please visit tvarditherapeutics.com or follow us on LinkedIn and X (Twitter).