SCHEDULE 13D/A: Vifor and CSL Reduce Stake in Tvardi Therapeutics Following Merger and Reverse Stock Splits

Vifor (International) Ltd. and CSL Limited have reported a reduction in their beneficial ownership of Tvardi Therapeutics, Inc. common stock to 2.2% following a series of reverse stock splits and a merger.

Summary

• This Amendment No. 2 to Schedule 13D updates the beneficial ownership of Vifor (International) Ltd. and CSL Limited in Tvardi Therapeutics, Inc. (formerly Cara Therapeutics, Inc.).
• On December 30, 2024, Cara Therapeutics, Inc. effected a 1:12 reverse stock split, which resulted in the Reporting Persons beneficially owning 616,397 shares.
• On April 15, 2025, a wholly owned subsidiary of Cara Therapeutics, Inc. merged with Tvardi Therapeutics, Inc., with Tvardi surviving as a wholly owned subsidiary of the Issuer.
• Immediately prior to the merger, Cara Therapeutics, Inc. effected another 1:3 reverse stock split of its Common Stock.
• As a result of these corporate actions, the Reporting Persons now beneficially own an aggregate of 205,465 shares of Common Stock, which constitutes approximately 2.2% of the Issuer's issued and outstanding Common Stock.
• The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on April 15, 2025.
• As of April 15, 2025, there were 9,355,542 shares of Common Stock outstanding, as provided by the Issuer.

Sentiment

Score: 5

Explanation: The document is a factual regulatory filing reporting changes in beneficial ownership due to corporate actions (merger and reverse stock splits). It does not convey explicit positive or negative sentiment regarding the company's performance or outlook.

Positives

• The completion of the merger between Cara Therapeutics, Inc. and Tvardi Therapeutics, Inc. indicates a strategic corporate restructuring and progression of the combined entity.

Negatives

• The Reporting Persons' beneficial ownership percentage in the Issuer has significantly decreased to 2.2%, indicating a dilution of their stake relative to the overall company following the merger and reverse stock splits.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the Issuer's future operations or financial performance.

Industry Context

This filing reflects a specific corporate restructuring event (merger and reverse stock splits) for Tvardi Therapeutics, Inc., a biotechnology company. While mergers and reverse stock splits are common in the biotech industry for strategic realignment or to meet listing requirements, this document does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: The reverse stock splits and merger significantly altered the share structure and ownership percentages, impacting the relative equity interests of existing shareholders. The Reporting Persons' stake was diluted.

Key Dates

Keywords

Tvardi Therapeutics, Cara Therapeutics, Schedule 13D, Beneficial Ownership, Reverse Stock Split, Merger, Vifor (International) Ltd., CSL Limited, Common Stock, Equity Interest, SEC Filing