TVRD · Tvardi Therapeutics, Inc.
Substantial doubt about the company's ability to continue as a going concern.
“Management has determined that its present capital resources as of June 30, 2026 will not be sufficient to fund its planned operations for at least one year from the issuance date of the unaudited condensed consolidated financial statements, included elsewhere in this Quarterly Report, which raises substantial doubt as to our ability to continue as a going concern. We plan to seek additional funding through equity offerings, including through our ATM Facility, or debt financings, credit or loan facilities, strategic alliances and licensing arrangements. However, there can be no assurance that such funding will be available to us, will be obtained on terms favorable to us, or will provide us with sufficient funds to meet our objectives.”View the 10-Q filed Aug 14, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-06-09 | Shiff Susan Ph.D. |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
100% of the shares underlying the option shall vest on the earlier of June 9, 2027 or the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service through such vesting date. |
Stock Option (right to buy)
|
6,000 |
| 2026-06-09 | Shah Sujal |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
100% of the shares underlying the option shall vest on the earlier of June 9, 2027 or the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service through such vesting date. |
Stock Option (right to buy)
|
6,000 |
| 2026-06-09 | Smith Cynthia |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
100% of the shares underlying the option shall vest on the earlier of June 9, 2027 or the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service through such vesting date. |
Stock Option (right to buy)
|
6,000 |
| 2026-06-09 | HALL WALLACE L JR |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
100% of the shares underlying the option shall vest on the earlier of June 9, 2027 or the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service through such vesting date. |
Stock Option (right to buy)
|
6,000 |
| 2026-06-09 | WYZGA MICHAEL S |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
100% of the shares underlying the option shall vest on the earlier of June 9, 2027 or the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service through such vesting date. |
Stock Option (right to buy)
|
6,000 |
| 2026-01-29 | Conn Avi Daniel |
Chief Financial Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable in equal monthly installments over 48 months commencing on January 29, 2026, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
45,000 |
| 2026-01-29 | Kauh John Saewook M.D. |
Chief Medical Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable in equal monthly installments over 48 months commencing on January 29, 2026, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
45,000 |
| 2026-01-29 | Alibhai Imran Nizamudin |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable in equal monthly installments over 48 months commencing on January 29, 2026, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
115,000 |
| 2026-01-29 | O'Brien Stephen Paul |
Principal Accounting Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable in equal monthly installments over 48 months commencing on January 29, 2026, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
15,000 |
| 2025-12-16 | Conn Avi Daniel |
Chief Financial Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on December 16, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
17,500 |
| 2025-12-16 | O'Brien Stephen Paul |
Principal Accounting Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on December 16, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
4,000 |
| 2025-12-16 | Kauh John Saewook M.D. |
Chief Medical Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on December 16, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
17,500 |
| 2025-12-16 | Alibhai Imran Nizamudin |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on December 16, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
47,500 |
| 2025-07-07 | Tweardy Samuel David |
10% Owner |
Other↓
Filing footnotes — Common Stock (Indirect)
The Reporting Person resigned as trustee of the family trust that directly holds the shares, as such the Reporting Person no longer retains any form beneficial ownership. The resignation does not constitute a sale of the of the shares and was permitted by the lock-up agreement by and between each family trust and the Issuer, dated December 17, 2024, and the shares remain subject to the lock-up agreement pursuant to the terms thereof. |
Common Stock
(I)
|
315,658 |
| 2025-07-07 | Tweardy Samuel David |
10% Owner |
Other↓
Filing footnotes — Common Stock (Indirect)
The Reporting Person resigned as trustee of the family trust that directly holds the shares, as such the Reporting Person no longer retains any form beneficial ownership. The resignation does not constitute a sale of the of the shares and was permitted by the lock-up agreement by and between each family trust and the Issuer, dated December 17, 2024, and the shares remain subject to the lock-up agreement pursuant to the terms thereof. |
Common Stock
(I)
|
315,658 |
| 2025-04-17 | Kauh John Saewook M.D. |
Chief Medical Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on April 17, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
36,210 |
| 2025-04-17 | Conn Avi Daniel |
Chief Financial Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on April 17, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
43,547 |
| 2025-04-17 | WYZGA MICHAEL S |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable over three years in 12 equal quarterly installments commencing on July 17, 2025, subject to the Reporting Person's continuous service through each applicable vesting date. |
Stock Option (right to buy)
|
12,000 |
| 2025-04-17 | O'Brien Stephen Paul |
Principal Accounting Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on April 17, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
7,213 |
| 2025-04-17 | HALL WALLACE L JR |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable over three years in 12 equal quarterly installments commencing on July 17, 2025, subject to the Reporting Person's continuous service through each applicable vesting date. |
Stock Option (right to buy)
|
12,000 |
| 2025-04-17 | Shah Sujal |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable over three years in 12 equal quarterly installments commencing on July 17, 2025, subject to the Reporting Person's continuous service through each applicable vesting date. |
Stock Option (right to buy)
|
12,000 |
| 2025-04-17 | Chen Yixin |
VP, Chem, Mfg and Ctrls |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on April 17, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
7,213 |
| 2025-04-17 | Wirk Shaheen |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable over three years in 12 equal quarterly installments commencing on July 17, 2025, subject to the Reporting Person's continuous service through each applicable vesting date. |
Stock Option (right to buy)
|
12,000 |
| 2025-04-17 | Smith Cynthia |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable over three years in 12 equal quarterly installments commencing on July 17, 2025, subject to the Reporting Person's continuous service through each applicable vesting date. |
Stock Option (right to buy)
|
12,000 |
| 2025-04-17 | Alibhai Imran Nizamudin |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on April 17, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
182,320 |
| 2025-04-17 | Larson Jeffrey Leroy |
SVP, Research & Development |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
25% of the shares subject to the option shall vest on April 17, 2026, and the balance of the shares subject to the option shall vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service through each applicable vesting date. |
Employee Stock Option (right to buy)
|
10,820 |
| 2025-04-17 | Shiff Susan Ph.D. |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
The shares subject to the option shall vest and become exercisable over three years in 12 equal quarterly installments commencing on July 17, 2025, subject to the Reporting Person's continuous service through each applicable vesting date. |
Stock Option (right to buy)
|
12,000 |
| 2025-04-15 | Wirk Shaheen |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
The initial Form 4 inadvertently listed an incorrect transaction code. 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. Received in exchange for 1,962,199 shares of Series B Preferred Stock of Legacy Tvardi pursuant to Merger Agreement. 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. |
Common Stock
(I)
|
263,164 |
| 2025-04-15 | Larson Jeffrey Leroy |
SVP, Research & Development |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
Received in exchange for a stock option to acquire 125,000 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.09 per share pursuant to an 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"). 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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. Fully vested and exercisable. |
Employee Stock Option (right to buy)
|
16,764 |
| 2025-04-15 | O'Brien Stephen Paul |
Principal Accounting Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
Received in exchange for a stock option to acquire 85,000 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.63 per share pursuant to an 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"). 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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
Employee Stock Option (right to buy)
|
11,399 |
| 2025-04-15 | HALL WALLACE L JR |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
The initial Form 4 inadvertently listed an incorrect transaction code. Received in exchange for 250,000 shares of Series A 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") and 11,183 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $250,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes. Received in exchange for 1,000,000 shares of Series A Preferred Stock and 173,448 Series B Preferred Stock of Legacy Tvardi pursuant to the Merger Agreement and 44,665 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $1,000,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes. The Reporting Person is a general partner of BioMatrix Partners Ltd. ("BioMartix") and may be deemed to share voting and dispositive power of the shares held by Biomatrix but disclaims beneficial ownership of the shares held by such entity except to any pecuniary interest therein. |
Common Stock
(I)
|
202,044 |
| 2025-04-15 | Conn Avi Daniel |
Chief Financial Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
Received in exchange for a stock option to acquire 664,000 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.63 per share pursuant to an 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"). 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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
Employee Stock Option (right to buy)
|
89,053 |
| 2025-04-15 | Shah Sujal |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
Received in exchange for a stock option to acquire 77,500 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.09 per share pursuant to an 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"). 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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. Fully vested and exercisable. |
Stock Option (right to buy)
|
10,394 |
| 2025-04-15 | Wirk Shaheen |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
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"). 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. |
Common Stock
|
4,191 |
| 2025-04-15 | Alibhai Imran Nizamudin |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. Received in exchange for a stock option to acquire 1,200,000 shares of common stock of Legacy Tvardi with the exercise price of $0.63 per share pursuant to the Merger Agreement. 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
Employee Stock Option (right to buy)
|
160,940 |
| 2025-04-15 | HALL WALLACE L JR |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
The initial Form 4 inadvertently listed an incorrect transaction code. Received in exchange for 250,000 shares of Series A 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") and 11,183 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $250,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes. 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. The Reporting Person is a general partner of Firepit Partners, LP ("Firepit") and may be deemed to share voting and dispositive power of the shares held by Firepit but disclaims beneficial ownership of the shares held by such entity except to any pecuniary interest therein. |
Common Stock
(I)
|
44,712 |
| 2025-04-15 | Alibhai Imran Nizamudin |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Employee Stock Optyion (right to buy) (Direct)
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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. 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 to the Merger Agreement. Fully vested and exercisable. |
Employee Stock Optyion (right to buy)
|
2,011 |
| 2025-04-15 | HALL WALLACE L JR |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
Received in exchange for 250,000 shares of Series A 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") and 11,183 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $250,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes. 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. The Reporting Person is a general partner of Firepit Partners, LP ("Firepit") and may be deemed to share voting and dispositive power of the shares held by Firepit but disclaims beneficial ownership of the shares held by such entity except to any pecuniary interest therein. |
Common Stock
(I)
|
44,712 |
| 2025-04-15 | Wirk Shaheen |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
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. 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. Fully vested and exercisable. |
Stock Option (right to buy)
|
2,011 |
| 2025-04-15 | Larson Jeffrey Leroy |
SVP, Research & Development |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. Received in exchange for a stock option to acquire 40,000 shares of common stock of Legacy Tvardi with the exercise price of $0.63 per share pursuant to the Merger Agreement. 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
Employee Stock Option (right to buy)
|
5,364 |
| 2025-04-15 | HALL WALLACE L JR |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Received in exchange for 1,000,000 shares of Series A Preferred Stock and 173,448 Series B Preferred Stock of Legacy Tvardi pursuant to the Merger Agreement and 44,665 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $1,000,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes. Received in exchange for 250,000 shares of Series A 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") and 11,183 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $250,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes. The Reporting Person is a general partner of BioMatrix Partners Ltd. ("BioMartix") and may be deemed to share voting and dispositive power of the shares held by Biomatrix but disclaims beneficial ownership of the shares held by such entity except to any pecuniary interest therein. |
Common Stock
(I)
|
202,044 |
| 2025-04-15 | Wirk Shaheen |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Received in exchange for 1,312,508 shares of Series B Preferred Stock of Legacy Tvardi pursuant to Merger Agreement. 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. |
Common Stock
(I)
|
176,030 |
| 2025-04-15 | Alibhai Imran Nizamudin |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
Received in exchange for a stock option to acquire 1,550,000 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.09 per share pursuant to an 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"). 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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. Fully vested and exercisable. |
Employee Stock Option (right to buy)
|
207,881 |
| 2025-04-15 | Chen Yixin |
VP, Chem, Mfg and Ctrls |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. Received in exchange for a stock option to acquire 110,000 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.63 per share pursuant to an 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"). 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
Employee Stock Option (right to buy)
|
14,752 |
| 2025-04-15 | WYZGA MICHAEL S |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
Received in exchange for a stock option to acquire 137,500 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.63 per share pursuant to an 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"). 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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
Stock Option (right to buy)
|
18,441 |
| 2025-04-15 | Wirk Shaheen |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
The initial Form 4 inadvertently listed an incorrect transaction code. 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. Received in exchange for 1,312,508 shares of Series B Preferred Stock of Legacy Tvardi pursuant to Merger Agreement. 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. |
Common Stock
(I)
|
176,030 |
| 2025-04-15 | Kauh John Saewook M.D. |
Chief Medical Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
Received in exchange for a stock option to acquire 552,129 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.82 per share pursuant to an 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"). 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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
Employee Stock Option (right to buy)
|
74,049 |
| 2025-04-15 | Shah Sujal |
Director |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. Received in exchange for a stock option to acquire 60,000 shares of common stock of Legacy Tvardi with the exercise price of $0.63 per share pursuant to the Merger Agreement. 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
Stock Option (right to buy)
|
8,047 |
| 2025-04-15 | Wirk Shaheen |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Received in exchange for 1,962,199 shares of Series B Preferred Stock of Legacy Tvardi pursuant to Merger Agreement. 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. |
Common Stock
(I)
|
263,164 |
| 2025-04-15 | O'Brien Stephen Paul |
Principal Accounting Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
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 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. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc. Received in exchange for a stock option to acquire 25,000 shares of common stock of Legacy Tvardi with the exercise price of $0.92 per share pursuant to the Merger Agreement. 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
Employee Stock Option (right to buy)
|
3,352 |