Form 4 for TVRD Tvardi Therapeutics, Inc.
Accepted 2025-04-17 00:00:00 ET · period of report 2025-04-15 · accession 0001415889-25-010980 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-04-17 | 2025-04-15 | TVRD | Wirk Shaheen | Dir | A - Grant | — | +4,191 | 4,191 | New | — |
| DMI | 2025-04-17 | 2025-04-15 | TVRD | Wirk Shaheen | Dir | J - Other | — | +439.2K | 176.0K | New | — |
| D | 2025-04-17 | 2025-04-15 | TVRD | Wirk Shaheen | Dir | A - Grant | — | +2,011 | 2,011 | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-04-15 | A | A | 4,191 | — | 4,191 | D | — | — | (F1) Received in exchange for 31,252 shares of Series B Preferred Stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") pursuant to Agreement and Plan of Merger and Reorganization by and among, the Issuer, CT Convergence Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub") and Legacy Tvardi, as amended (the "Merger Agreement"). (F2) Under the terms of the Merger Agreement, on April 15, 2025, Merger Sub merged with and into Legacy Tvardi (the "Merger"), with Legacy Tvardi surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Legacy Tvardi stock was converted into the right to receive 0.1341 of shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. |
| 2 | Common | Common Stock | 2025-04-15 | J | A | 263,164 | — | 263,164 | I Palkon TT Holdings, LLC | — | — | (F5) Received in exchange for 1,962,199 shares of Series B Preferred Stock of Legacy Tvardi pursuant to Merger Agreement. (F2) Under the terms of the Merger Agreement, on April 15, 2025, Merger Sub merged with and into Legacy Tvardi (the "Merger"), with Legacy Tvardi surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Legacy Tvardi stock was converted into the right to receive 0.1341 of shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. (F4) The Reporting Person is a Managing Manager of the Palkon Holdings LLC and Palkon TT Holdings LLC (the "Palkon entities"). The Reporting Person may be deemed to share the power to direct the disposition and vote of the shares held by the Palkon entities, but disclaims beneficial ownership, except to any pecuniary interests therein. |
| 3 | Common | Common Stock | 2025-04-15 | J | A | 176,030 | — | 176,030 | I Palkon Holdings, LLC | — | — | (F3) Received in exchange for 1,312,508 shares of Series B Preferred Stock of Legacy Tvardi pursuant to Merger Agreement. (F2) Under the terms of the Merger Agreement, on April 15, 2025, Merger Sub merged with and into Legacy Tvardi (the "Merger"), with Legacy Tvardi surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Legacy Tvardi stock was converted into the right to receive 0.1341 of shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. (F4) The Reporting Person is a Managing Manager of the Palkon Holdings LLC and Palkon TT Holdings LLC (the "Palkon entities"). The Reporting Person may be deemed to share the power to direct the disposition and vote of the shares held by the Palkon entities, but disclaims beneficial ownership, except to any pecuniary interests therein. |
| 4 | Derivative | Stock Option (right to buy) | 2025-04-15 | A | A | 2,011 | — | 2,011 | D | $0.68 · — to 2031-01-29 | 2,011 Common Stock | (F7) Received in exchange for a stock option to acquire 15,000 shares of common stock of Legacy Tvardi with the exercise price of $0.09 per share pursuant the Merger Agreement. (F8) Under the terms of the Merger, with Legacy Tvardi surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each outstanding option to purchase shares of Legacy Tvardi common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock. (F6) Fully vested and exercisable. |