04/17/2025 | Press release | Distributed by Public on 04/17/2025 16:50
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HALL WALLACE L JR C/O TVARDI THERAPEUTICS, INC. 3 SUGAR CREEK CTR BLVD, STE 525 SUGAR LAND, TX 77478 |
X |
/s/ Dan Conn, Attorney-in-Fact | 04/17/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | 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. |
(3) | 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. |
(4) | 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. |
(5) | 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. |