Amendment: Tvardi Therapeutics Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction |
(Commission |
(IRS Employer | ||
|
|
||||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K filed by Tvardi Therapeutics, Inc. (f/k/a Cara Therapeutics, Inc.) (the “Company”) on April 15, 2025 (the “Original Report”), in which the Company reported, among other events, the completion of the Merger pursuant to which CT Convergence Merger Sub, Inc. merged with and into Tvardi Operating Company, Inc. (f/k/a Tvardi Therapeutics, Inc.) (“Private Tvardi”). This Amendment No. 1 is filed to (i) update Item 2.01 information to reflect Management’s Discussion and Analysis of Financial Condition and Results of Operations of Private Tvardi for the quarter ended March 31, 2025; and (ii) amend the historical financial statements provided under Item 9.01(a) in the Original Report to include the unaudited interim financial statements of Private Tvardi for the quarter ended March 31, 2025. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.
Capitalized terms used but not defined herein have the meanings given in the Original Report.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Management’s Disclosure and Analysis of Financial Condition and Results of Operations
The Form 10 information in Item 2.01 of the Original Report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is hereby amended and supplemented by adding the following: “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Tvardi for the quarter ended March 31, 2025 is set forth in Exhibit 99.7 to this Amendment No. 1, which is incorporated herein by reference.”
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The unaudited financial statements of Private Tvardi for the quarter ended March 31, 2025 are filed as Exhibit 99.6 to this Amendment No. 1 and are incorporated herein by reference.
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.6 | Condensed Financial Statements of Tvardi Therapeutics, Inc. for the quarter ended March 31, 2025 (Unaudited). | |
| 99.7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for Private Tvardi for the quarter ended March 31, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TVARDI THERAPEUTICS, INC. | ||
| Date: May 13, 2025 | By: |
/s/ Imran Alibhai |
| Name: | Imran Alibhai | |
| Title: | Chief Executive Officer | |
2