4/A//SEC Filing
HALL WALLACE L JR 4/A
Accession 0001415889-25-011859
CIK 0001346830other
Filed
May 1, 8:00 PM ET
Accepted
May 2, 6:19 PM ET
Size
9.0 KB
Accession
0001415889-25-011859
Insider Transaction Report
Form 4/AAmended
HALL WALLACE L JR
Director
Transactions
- Award
Common Stock
2025-04-15+44,712→ 44,712 total(indirect: Firepit Partners, LP) - Award
Common Stock
2025-04-15+202,044→ 202,044 total(indirect: BioMatrix Partners Ltd.)
Footnotes (6)
- [F1]The initial Form 4 inadvertently listed an incorrect transaction code.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Documents
Issuer
Tvardi Therapeutics, Inc.
CIK 0001346830
Entity typeother
Related Parties
1- filerCIK 0001762801
Filing Metadata
- Form type
- 4/A
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 6:19 PM ET
- Size
- 9.0 KB