お知らせ • Apr 16
Tvardi Therapeutics, Inc. completed the acquisition of Cara Therapeutics, Inc. (NasdaqCM:CARA) from Vifor (International) AG and others in a reverse merger transaction.
Tvardi Therapeutics, Inc. executed a term sheet to acquire Cara Therapeutics, Inc. (NasdaqCM:CARA) from Vifor (International) AG and others in a reverse merger transaction on November 3, 2024. Tvardi Therapeutics, Inc. entered into an agreement to acquire Cara Therapeutics, Inc. (NasdaqCM:CARA) from Vifor (International) AG and others in a reverse merger transaction on December 17, 2024. At the effective time of the reverse stock split, every three (3) issued and outstanding shares of Cara Therapeutics, Inc’s common stock will automatically be combined into one (1) issued and outstanding share of Cara Therapeutics, Inc’s common stock without any change in the par value per share. The reverse stock split will reduce the number of issued and outstanding shares of Cara Therapeutics, Inc’s common stock from approximately 4.6 million to approximately 1.5 million. Upon completion of the Merger, the combined company is expected to operate under the name Tvardi Therapeutics, Inc. and trade on Nasdaq under the ticker symbol “TVRD”. As of April 14, 2025 Cara’s common stock is expected to begin trading on a reverse stock split-adjusted basis at the opening of the market on Wednesday, April 16, 2025 under the new name “Tvardi Therapeutics, Inc.” and under the new symbol “TVRD” following the anticipated closing of the merger (the “Merger”) with Tvard Therapeutics, Inc. (“Tvardi”), with a new CUSIP number 140755 307. Following the Closing, Imran Alibhai, Ph.D., the Chief Executive Officer of Tvardi, will serve as the President and Chief Executive Officer of the combined company, Dan Conn, J.D., M.B.A, the Chief Financial Officer of Tvardi, will serve as the Chief Financial Officer of the combined company, John Kauh, M.D., the Chief Medical Officer of Tvardi, will serve as the Chief Medical Officer of the combined company, Jeffrey Larson, Ph.D., DABT, the Senior Vice President, Research & Development of Tvardi, will serve as the Senior Vice President, Research & Development of the combined company and Yixin “Joseph” Chen, Ph.D., the Vice President, Chemistry, Manufacturing and Controls of Tvardi, will serve as the Vice President, Chemistry, Manufacturing and Controls of the combined company. Additionally, following the Closing, the board of directors of the combined company will consist of seven directors and will be comprised of six members designated by Tvardi (including Sujal Shah, the current Chairman of the Tvardi board of directors, Imran Alibhai, Ph.D., Wallace Hall, Shaheen Wirk, M.D. and Michael Wyzga each of whom are current members of the Tvardi board of directors), one vacancy and one member to be designated by Cara prior to Closing. In connection with the Closing, Christopher Posner, Ryan Maynard and Scott Terrillion are expected to cease to be the officers of the Company and the existing Cara directors not remaining with the combined company are expected to tender their resignations from the board of directors of the company. The merger agreement contains certain termination rights of each of Tvardi and Cara. Upon termination of the merger agreement in certain circumstances, a termination fee of $2.25 million may be payable by a party.
The transaction has been approved by both parties both of directors. As of April 1, 2025 shareholders of Cara Therapeutics, Inc. approved the transaction. The closing is subject to certain mutual closing conditions, including: (i) no order preventing the merger and the other transactions and actions contemplated by the merger agreement having been issued and remaining in effect and there being no law which has the effect of making the consummation of merger and the other transactions and actions contemplated by the merger Agreement illegal; (ii) the required approvals by the parties’ stockholders having been obtained; (iii) the existing shares of Cara Common Stock having been continually listed on Nasdaq and the shares of Cara Common Stock to be issued in the merger being approved for listing on Nasdaq; (iv) the Form S-4 having become effective in accordance with the Securities Act of 1933, as amended and (v) a determination pursuant to the merger agreement that Cara Net Cash will be at least $18.0 million as of the Closing. The transaction is expected to close in the first half of 2025. As of April 14, 2025, the transaction is expected that it will become effective as of 4:01 p.m. Eastern Time on Tuesday, April 15, 2025.
Daniel Bagliebter and Kenneth Koch of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo acted as legal advisor to Cara Therapeutics. Div Gupta; Rama Padmanabhan; Carlos Ramirez; Matthew D. Silverman; Anitha Anne; Patricia Myers; Michael Bergmann; Ross Eberly; Lila Hope; Xander Lee; Phil Mitchell; Howard Morse; Francis Wheeler; Natasha Leskovsek; Andrew Epstein; Reid Hooper; Justin Kisner; Dani Nazemian; Stella Sarma; Karen Tsai; Julia R. Brinton and Rachel F. Katz of Cooley LLP and Goodwin Procter LLP acted as legal advisors to Tvardi Therapeutics. Piper Sandler & Co. acted as fairness opinion provider to Cara Therapeutics. Piper Sandler & Co. acted as financial advisor to Cara Therapeutics. In connection with Piper Sandler’s services as the financial advisor to the Cara Board, Cara agreed to pay Piper Sandler a fee of $2,500,000, which is contingent upon consummation of the Merger (the Success Fee) and a fee of $500,000 (the Opinion Fee), which was earned by Piper Sandler upon delivery of the Piper Sandler Opinion. Alliance Advisors LLC acted as proxy solicitor to Cara Therapeutics and is required to pay a fee of $50,000 plus certain additional cost. Syneos Health, Inc. acted as due diligence provider to Cara. Equiniti Trust Company, LLC acted as transfer agent to Cara Therapeutics.
Tvardi Therapeutics, Inc. completed the acquisition of Cara Therapeutics, Inc. (NasdaqCM:CARA) from Vifor (International) AG and others in a reverse merger transaction in April 15, 2025. The combined company is operating under the name Tvardi Therapeutics, Inc., and its shares will trade on the Nasdaq Capital Market 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.