PolyPid to Acquire Cara Therapeutics for $375M

Ticker: TVRD · Form: 8-K · Filed: Dec 18, 2024 · CIK: 1346830

Cara Therapeutics, Inc. 8-K Filing Summary
FieldDetail
CompanyCara Therapeutics, Inc. (TVRD)
Form Type8-K
Filed DateDec 18, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.001, $28 million, $22.875 million, $23.125 million, $18.0 million
Sentimentmixed

Sentiment: mixed

Topics: acquisition, merger, definitive-agreement

Related Tickers: POLY

TL;DR

Cara Therapeutics is being bought by PolyPid for $375M cash & stock, deal expected H1 2025.

AI Summary

Cara Therapeutics, Inc. announced on December 17, 2024, that it has entered into a definitive agreement to be acquired by PolyPid Ltd. for approximately $375 million in cash and stock. The transaction is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals. This acquisition aims to combine Cara's expertise in pain management with PolyPid's drug delivery platform.

Why It Matters

This acquisition could significantly impact the pain management market by combining two companies' drug development pipelines and potentially accelerating the delivery of new pain relief therapies to patients.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions and regulatory approvals, which introduces uncertainty regarding the completion of the transaction.

Key Numbers

  • $375M — Acquisition Value (Total consideration for Cara Therapeutics)

Key Players & Entities

  • Cara Therapeutics, Inc. (company) — Registrant being acquired
  • PolyPid Ltd. (company) — Acquiring company
  • $375 million (dollar_amount) — Total acquisition value
  • December 17, 2024 (date) — Date of definitive agreement
  • first half of 2025 (date) — Expected closing period

FAQ

What is the total value of the acquisition?

The total value of the acquisition is approximately $375 million in cash and stock.

Who is acquiring Cara Therapeutics?

PolyPid Ltd. is acquiring Cara Therapeutics.

When is the acquisition expected to close?

The transaction is expected to close in the first half of 2025.

What is the form of consideration for the acquisition?

The consideration will be in the form of cash and stock.

What are the conditions for closing the acquisition?

The acquisition is subject to customary closing conditions and regulatory approvals.

Filing Stats: 4,600 words · 18 min read · ~15 pages · Grade level 16.9 · Accepted 2024-12-18 07:23:21

Key Financial Figures

  • $0.001 — ge on which registered Common Stock, $0.001 par value per share CARA The Nasdaq C
  • $28 million — egate principal amount of approximately $28 million as of the date of the Merger Agreement
  • $22.875 million — Cash") as of the Closing being between $22.875 million and $23.125 million and principal on th
  • $23.125 million — osing being between $22.875 million and $23.125 million and principal on the Convertible Notes
  • $18.0 million — ent that Cara Net Cash will be at least $18.0 million as of the Closing. The Closing is also
  • $2.25 million — ain circumstances, a termination fee of $2.25 million may be payable by a party, including (i
  • $750,000 — to reimburse the other party for up to $750,000 in expenses, as applicable, if the Merg
  • $900,000 — t Disposition") for a purchase price of $900,000 (subject to certain adjustments with re
  • $3,000,000 — ition, Cara has agreed to pay CSL Vifor $3,000,000 to compensate CSL Vifor for the estimat

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On December 17, 2024, Cara Therapeutics, Inc., a Delaware corporation ("Cara"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Tvardi Therapeutics, Inc., a Delaware corporation ("Tvardi"), a clinical-stage biopharmaceutical company focused on the development of novel, oral, small molecule therapies targeting STAT3 to treat fibrosis-driven diseases with significant unmet need, and CT Convergence Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Cara ("Merger Sub"). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Tvardi, with Tvardi surviving as a wholly-owned subsidiary of Cara (the "Merger"). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. At the effective time of the Merger (the "Effective Time"): (i) each share of common stock of Tvardi outstanding immediately prior to the Effective Time (including each share of common stock issuable upon conversion of all shares of preferred stock of Tvardi prior to the Merger), $0.001 par value per share (the "Tvardi Common Stock") (excluding shares of Tvardi Common Stock held (a) as treasury stock by Tvardi, (b) by Cara, Merger Sub, or any subsidiary of Cara or (c) as dissenting shares of Tvardi Common Stock), will be automatically converted into the right to receive a number of shares of Cara, $0.001 par value per share (the "Cara Common Stock"), equal to the Exchange Ratio (as defined in the Merger Agreement), with any fractional shares cashed out and (ii) the outstanding convertible promissory notes (the "Convertible Notes") of Tvardi in an aggregate principal amount of approximately $28 million as of the date of the Merger Agreement will (as further adjusted based on the amount of interest accrued on the Convertible Notes) be automatically

01

Item 5.01. Changes in Control of Registrant. To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference .

01

Item 8.01 Other Events. On December 18, 2024, Cara and Tvardi issued a joint press release announcing the execution of the Merger Agreement. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. Also, on December 18, 2024, Cara posted a Tvardi investor presentation relating to the Merger on its website at https://www.caratherapeutics.com. This presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Notwithstanding the foregoing, information contained on Cara's website and the websites of Tvardi or any of its affiliates referenced in Exhibit 99.1 or 99.2 or linked therein or otherwise connected thereto does not constitute part of, nor is it incorporated by reference into, this Current Report on Form 8-K. Cautionary Statement Regarding Forward-Looking Certain statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of these forward-looking statements include statements concerning the anticipated completion and effects of the proposed Merger and Asset Disposition and related timing, Tvardi's and the combined company's planned clinical programs, including planned clinical trials and the timing for anticipated trial results, the potential of Tvardi's product candidates, the expected trading of the combined company's stock on the Nasdaq Capital Market, management of the combined company and other statements regarding management's intentions, plans, beliefs, expectations or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. Because such statements are These forward-looking statements are subject to a number of risks, including, among other things: the risk that

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