Tvardi Therapeutics, Inc. 8-K

What Happened

• Tvardi Therapeutics, Inc. filed an 8-K on July 17, 2026, announcing a prospectus supplement to its Sales Agreement Prospectus under a Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC. The supplement increases the company’s existing at‑the‑market (ATM) offering to allow issuance of up to $9,689,765 in additional common stock.
• The Shares are being offered under the company’s Form S-3 shelf registration (File No. 333-295496), which became effective May 12, 2026. The company is subject to the Form S-3 “baby shelf” limit based on public float. A legal opinion from Cooley LLP regarding the additional shares is filed as Exhibit 5.1.

Key Details

• Prospectus supplement filed: July 17, 2026. Sales agreement originally entered: May 1, 2026 (JonesTrading).
• Additional ATM capacity added: $9,689,765 (in addition to amounts previously sold).
• Public float calculation: $62,208,945 — based on 12,441,789 non‑affiliate shares at $5.00 per share (closing price on July 8, 2026).
• Prior 12 months: the company sold 3,110,769 shares for approximately $11.0 million in gross proceeds under the Sales Agreement Prospectus. The filing states no additional common stock will be sold under the Sales Agreement Prospectus following the date of the Prospectus Supplement.

Why It Matters

• This amendment gives Tvardi more ability to raise cash by selling shares into the market as needed, providing funding flexibility for operations or programs without a traditional secondary offering.
• For shareholders, additional ATM capacity can lead to dilution if the company sells shares; the filing also shows how much the company has already raised under the program (~$11.0M over the prior 12 months).
• The offering is constrained by the Form S-3 “baby shelf” rule (public float), so available issuance is tied to the company’s market value held by non‑affiliates. Investors should watch future 8-Ks or SEC filings to see if and when the company actually sells shares under this program.