Viatris to Acquire Cara Therapeutics for $3.00/share + CVR
Ticker: TVRD · Form: 8-K · Filed: Jan 17, 2025 · CIK: 1346830
| Field | Detail |
|---|---|
| Company | Cara Therapeutics, Inc. (TVRD) |
| Form Type | 8-K |
| Filed Date | Jan 17, 2025 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.001, $1.00, $707,000, $2.5 million |
| Sentiment | bullish |
Sentiment: bullish
Topics: acquisition, merger, pharmaceuticals, cvr
Related Tickers: VTRS
TL;DR
Viatris is buying Cara Therapeutics for $3/share cash + CVR, deal expected H2 2025.
AI Summary
Cara Therapeutics, Inc. announced on January 14, 2025, that it has entered into a definitive agreement to be acquired by Viatris Inc. for $3.00 per share in cash, plus a potential CVR for each share. The total potential value per share, including the CVR, could reach up to $5.00. This transaction is expected to close in the second half of 2025, subject to customary closing conditions.
Why It Matters
This acquisition by Viatris could significantly impact Cara Therapeutics' pipeline and future growth, while Viatris gains access to Cara's promising drug candidates.
Risk Assessment
Risk Level: medium — The deal is subject to closing conditions and regulatory approvals, and the CVR payout depends on future milestones.
Key Numbers
- $3.00 — Cash per share (Base acquisition price offered by Viatris)
- $5.00 — Potential total value per share (Maximum potential value including CVR)
Key Players & Entities
- Cara Therapeutics, Inc. (company) — Company being acquired
- Viatris Inc. (company) — Acquiring company
- $3.00 (dollar_amount) — Cash price per share
- $5.00 (dollar_amount) — Potential total value per share including CVR
- January 14, 2025 (date) — Date of agreement announcement
- second half of 2025 (date) — Expected closing period
FAQ
What is the primary reason for Viatris acquiring Cara Therapeutics?
The filing does not explicitly state the primary reason, but it implies Viatris is acquiring Cara to gain access to its pipeline and drug candidates.
What is a CVR and what are the conditions for its payout?
A CVR (Contingent Value Right) is mentioned as part of the deal, offering potential additional value per share. The specific conditions for its payout are not detailed in this excerpt but are typical for such agreements and would be outlined in the full merger agreement.
Are there any regulatory hurdles expected for this acquisition?
The filing mentions 'customary closing conditions,' which typically include regulatory approvals, but does not detail specific expected hurdles.
What is the expected timeline for the completion of the acquisition?
The acquisition is expected to close in the second half of 2025.
What is the ticker symbol for Cara Therapeutics?
The ticker symbol for Cara Therapeutics is not explicitly mentioned in this excerpt, but it is commonly known as CARA.
Filing Stats: 2,063 words · 8 min read · ~7 pages · Grade level 16.4 · Accepted 2025-01-17 16:43:29
Key Financial Figures
- $0.001 — registered Common Stock, par value $0.001 per share CARA The Nasdaq Stock Marke
- $1.00 — maintain a minimum closing bid price of $1.00 per share on any business day over a th
- $707,000 — e the Company's stockholders' equity of $707,000, as reported in the Company's Quarterly
- $2.5 million — 2024, was below the required minimum of $2.5 million and the Company did not meet either of
Filing Documents
- tm2430195d6_8k.htm (8-K) — 37KB
- 0001104659-25-004517.txt ( ) — 211KB
- cara-20250114.xsd (EX-101.SCH) — 3KB
- cara-20250114_lab.xml (EX-101.LAB) — 33KB
- cara-20250114_pre.xml (EX-101.PRE) — 22KB
- tm2430195d6_8k_htm.xml (XML) — 4KB
01
Item 8.01 Other Events. Regained Compliance – Nasdaq Minimum Bid Price Requirement As previously disclosed, on February 1, 2024, Cara Therapeutics, Inc. (the " Company " ) received a notification letter from the Listing Qualifications Department (the " Staff" ) of The Nasdaq Stock Market (" Nasdaq ") with respect to the Company's failure to maintain a minimum closing bid price of $1.00 per share on any business day over a thirty consecutive business day period, as required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) ( " Rule 5450(a)(1) "). As previously disclosed, the Company had been provided an initial period of 180 calendar days, or until July 30, 2024, to regain compliance with Rule 5450(a)(1), which period was extended by Nasdaq by notification received on July 31, 2024 for an additional 180 calendar day period ending January 27, 2025 to regain compliance with the same minimum closing bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (together with Rule 5450(a)(1), the " Minimum Bid Price Requirement "). Effective as of August 1, 2024, the listing of the Company's common stock was transferred from the Nasdaq Global Market to the Nasdaq Capital Market. As part of the Company's plans to regain compliance with the Minimum Bid Price Requirement following the initial notification letter, a series of alternate amendments to effect (i) a reverse stock split and (ii) a reduction in the total number of authorized shares of the Company's common stock was approved by the Company's stockholders at the Company's 2024 Annual Meeting of Stockholders held on June 4, 2024. On December 19, 2024, the Company's board of directors approved a one-for-twelve (12) reverse stock split (the " Reverse Stock Split ") and corresponding reduction in the total number of authorized shares. On December 30, 2024, the Company filed a Certificate of Amendment to its Certificate of I
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARA THERAPEUTICS, INC. By: /s/ RYAN MAYNARD Ryan Maynard Chief Financial Officer Date: January 17, 2025