Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0000950170-24-137983 0001675217 XXXXXXXX LIVE 2 Common Stock, par value $0.001 per share 04/15/2025 true 0001346830 140755307 Tvardi Therapeutics, Inc. (formerly, Cara Therapeutics, Inc.) 3 Sugar Creek Ctr. Blvd. Suite 525 Sugar Land TX 77478 Tinne Gilles, General Counsel 41.58.851.80.00 Vifor Pharma Management Ltd. Flughofstrasse 61 Glattbrugg V8 CH-8152 0001675217 N Vifor (International) Ltd. OO N V8 0 205465 0 205465 205465 N 2.2 CO Y CSL Limited OO N C3 0 205465 0 205465 205465 N 2.2 HC CO 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. Common Stock, par value $0.001 per share Tvardi Therapeutics, Inc. (formerly, Cara Therapeutics, Inc.) 3 Sugar Creek Ctr. Blvd. Suite 525 Sugar Land TX 77478 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. 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. 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. On April 15, 2025, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. 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). Vifor (International) Ltd. /s/ Alexandros Sigalas Alexandros Sigalas, Head of Finance, CSL Vifor 04/16/2025 /s/ Markus Frenzen Markus Frenzen, Head, FP&A, CSL Vifor 04/16/2025 CSL Limited /s/ Fiona Mead Fiona Mead, Company Secretary 04/16/2025