Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Tvardi Therapeutics, Inc. (formerly, Cara Therapeutics, Inc.) (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
140755307 (CUSIP Number) |
Tinne Gilles, General Counsel Vifor Pharma Management Ltd., Flughofstrasse 61 Glattbrugg, V8, CH-8152 41.58.851.80.00 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 140755307 |
| 1 |
Name of reporting person
Vifor (International) Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
205,465.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 140755307 |
| 1 |
Name of reporting person
CSL Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or
place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
205,465.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
1.Based on 9,355,542 shares of Common Stock outstanding as of April 15, 2025, as provided by the Issuer.2.See Item 2 of the Initial Schedule 13D (as defined below) filed on October 30, 2024.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Tvardi Therapeutics, Inc. (formerly, Cara Therapeutics, Inc.) | |
| (c) | Address of Issuer's Principal Executive Offices:
3 Sugar Creek Ctr. Blvd., Suite 525, Sugar Land,
TEXAS
, 77478. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment"), amends and supplements the initial Schedule 13D (the "Initial Schedule 13D") initially filed with the Securities and Exchange Commission (the "SEC") on October 30, 2024 and amended on December 18, 2024 by each of the Reporting Persons (the Initial Schedule 13D, as so amended and supplemented, the "Schedule 13D"), relating to the shares of common stock, par value $0.001 ("Common Stock"), of Tvardi Therapeutics, Inc. (formerly, Cara Therapeutics, Inc. ("Cara")), a Delaware corporation (the "Issuer" or "Tvardi"). The address of the principal executive offices of the Issuer is now 3 Sugar Creek Ctr. Blvd., Suite 525, Sugar Land, Texas 77478. On December 30, 2024, Cara effected a reverse stock split of the Cara's Common Stock, at a ratio of 1:12, which did not impact the relative equity interests of holders of Common Stock (except for adjustments for fractional shares, which were compensated in cash), resulting in the Reporting Persons beneficially owning 616,397 shares of Common Stock. On April 15, 2025, a wholly owned subsidiary of Cara merged with Tvardi, with Tvardi surviving as a wholly owned subisiary of the Issuer (the "Merger"). Immediately following the Merger, the pre-Merger equityholders of the Issuer, including the Reporting Persons, held approximately 15.4% of the shares of Common Stock, and the pre-Merger equityholders and holders of convertible notes of Tvardi collectively held the remaining approximately 84.5% of the shares of Common Stock, in each case, on a fully diluted basis. Prior to the consummation of the Merger, Cara effected another reverse stock split of the Issuer's Common Stock, at a ratio of 1:3, which resulted in the Reporting Persons beneficially owning the number of shares of Common Stock and percent outstanding amounts reported on the cover pages of this Amendment.Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As a result of the reverse stock splits described above, the Reporting Persons own an aggregate 205,465 shares of Common Stock of the Issuer, which constitutes approximately 2.2% of the issued and outstanding Common Stock of the Issuer. | |
| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock which is held by the Reporting Person. | |
| (e) | On April 15, 2025, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
1.Joint Filing Agreement, dated as of October 30, 2024, by and among Vifor (International) Ltd. and CSL Limited (incorporated herein by reference to Exhibit 1 to Amendment No. 1 to this Schedule 13D filed by Vifor (International) Ltd. and CSL Limited on October 30, 2024). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|