4//SEC Filing
Wirk Shaheen 4
Accession 0001415889-25-010980
CIK 0001346830other
Filed
Apr 16, 8:00 PM ET
Accepted
Apr 17, 6:50 PM ET
Size
12.5 KB
Accession
0001415889-25-010980
Insider Transaction Report
Form 4
Wirk Shaheen
Director
Transactions
- Other
Common Stock
2025-04-15+176,030→ 176,030 total(indirect: By LLC) - Award
Stock Option (right to buy)
2025-04-15+2,011→ 2,011 totalExercise: $0.68Exp: 2031-01-29→ Common Stock (2,011 underlying) - Award
Common Stock
2025-04-15+4,191→ 4,191 total - Other
Common Stock
2025-04-15+263,164→ 263,164 total(indirect: By LLC)
Footnotes (8)
- [F1]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").
- [F2]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.
- [F3]Received in exchange for 1,312,508 shares of Series B Preferred Stock of Legacy Tvardi pursuant to Merger Agreement.
- [F4]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.
- [F5]Received in exchange for 1,962,199 shares of Series B Preferred Stock of Legacy Tvardi pursuant to Merger Agreement.
- [F6]Fully vested and exercisable.
- [F7]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.
- [F8]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.
Documents
Issuer
Tvardi Therapeutics, Inc.
CIK 0001346830
Entity typeother
Related Parties
1- filerCIK 0002050227
Filing Metadata
- Form type
- 4
- Filed
- Apr 16, 8:00 PM ET
- Accepted
- Apr 17, 6:50 PM ET
- Size
- 12.5 KB