Tvardi Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
TVRD$1.410.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) We have filed the following documents as part of this Annual Report on Form 10-K:
(1) Consolidated Financial Statements of Tvardi Therapeutics, Inc.
The following consolidated financial statements of Tvardi Therapeutics, Inc., together with the report of Deloitte & Touche LLP, independent registered public accounting firm, required to be filed pursuant to Part II, Item 8 of this Annual Report on Form 10-K are included on the following pages:
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| Report of Independent Registered Public Accounting Firm | 129 |
| Consolidated Financial Statements: | |
| Consolidated Balance Sheets | 131 |
| Consolidated Statements of Operations and Comprehensive Loss | 132 |
| Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | 133 |
| Consolidated Statements of Cash Flows | 134 |
| Notes to Consolidated Financial Statements | 135 |
(2) Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.
(3) List of Exhibits
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| ExhibitNo. | | Description of Exhibit | | Form | | File No. | | Exhibit No. | | Date Filed |
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| 2.1‡ | | Agreement and Plan of Merger and Reorganization, dated as of December 17, 2024, by and among Cara Therapeutics, Inc., CT Convergence Merger Sub, Inc. and Tvardi Therapeutics, Inc. | | 8-K | | 001-36279 | | 2.1 | | December 18, 2024 |
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| 2.2˄ | | Asset Purchase Agreement, dated December 17, 2024, by and among Cara Therapeutics, Inc., Cara Royalty Sub, LLC and Vifor Fresenius Medical Care Renal Pharma, Ltd. | | 8-K | | 001-36279 | | 10.4 | | December 18, 2024 |
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| 3.1 | | Amended and Restated Certificate of Incorporation. | | 8-K | | 001-36279 | | 3.1 | | February 7, 2014 |
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| 3.2 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation dated June 7, 2024 (First Authorized Shares Amendment). | | 8-K | | 001-36279 | | 3.1 | | June 7, 2024 |
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| 3.3 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation dated December 30, 2024 (First Stock Split Amendment). | | 8-K | | 001-36279 | | 3.1 | | December 30, 2024 |
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| 3.4 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cara Therapeutics, Inc., dated April 15, 2025 (Second Stock Split Amendment). | | 8-K | | 001-36279 | | 3.1 | | April 15, 2025 |
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| 3.5 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cara Therapeutics, Inc., dated April 15, 2025 (Second Authorized Shares Amendment). | | 8-K | | 001-36279 | | 3.2 | | April 15, 2025 |
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| 3.6 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cara Therapeutics, Inc., dated April 15, 2025 (Name Change Amendment). | | 8-K | | 001-36279 | | 3.3 | | April 15, 2025 |
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| 3.7 | | Amended and Restated Bylaws. | | 10-Q | | 001-36279 | | 3.2 | | November 14, 2024 |
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| 4.1† | | Description of Securities | | | | | | | | |
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| 10.1# | | Form of Indemnification Agreement between the Company and each of its directors and executive officers. | | 8-K | | 001-36279 | | 10.1 | | April 15, 2025 |
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| 10.2 | | Registration Rights Agreement by and between the Company and the parties thereto, dated April 15, 2025. | | 8-K | | 001-36279 | | 10.2 | | April 15, 2025 |
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| 10.3˄ | | Exclusive License Agreement by and between the StemMed, Ltd. (f/k/a Stem Med Limited Partnership) and Baylor College of Medicine, dated July 16, 2012, as amended April 26, 2015, subject to Notice of Assignment from Stem Med Limited Partnership to Tvardi Therapeutics, Inc. dated January 14, 2018, and as further amended August 13, 2019. | | S-4 | | 333-283900 | | 10.32 | | December 18, 2024 |
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| 10.4˄ | | Exclusive License Agreement by and between the StemMed, Ltd. and Baylor College of Medicine, dated June 19, 2015, subject to Notice of Assignment from Stem Med Limited Partnership to Tvardi Therapeutics, Inc. dated February 22, 2018, and as amended on June 18, 2019 and April 6, 2023. | | S-4 | | 333-283900 | | 10.33 | | December 18, 2024 |
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| 10.5# | | Offer Letter by and between Imran Alibhai, Ph.D. and Tvardi Therapeutics, Inc. | | S-4 | | 333-283900 | | 10.27 | | December 18, 2024 |
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| 10.6# | | Offer Letter by and between Dan Conn and Tvardi Therapeutics, Inc. | | S-4 | | 333-283900 | | 10.28 | | December 18, 2024 |
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| 10.7# | | Offer Letter by and between John Kauh, M.D. and Tvardi Therapeutics, Inc. | | S-4 | | 333-283900 | | 10.29 | | December 18, 2024 |
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| 10.8# | | Tvardi Therapeutics, Inc. 2018 Stock Incentive Plan, as amended. | | S-4 | | 333-283900 | | 10.24 | | December 18, 2024 |
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| 10.9# | | Form of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the Tvardi Therapeutics, Inc. 2018 Stock Incentive Plan. | | S-4 | | 333-283900 | | 10.25 | | December 18, 2024 |
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| 10.10# | | Form of Restricted Stock Agreement under Tvardi Therapeutics, Inc. 2018 Stock Incentive Plan. | | S-4 | | 333-283900 | | 10.26 | | December 18, 2024 |
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| 10.11# | | Tvardi Therapeutics, Inc. 2025 Equity Incentive Plan. | | 8-K | | 001-36279 | | 10.14 | | April 15, 2025 |
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| 10.12# | | Forms of Option Grant Notices, Option Agreements and Notices of Exercise under Tvardi Therapeutics, Inc. 2025 Equity Incentive Plan. | | 8-K | | 001-36279 | | 10.15 | | April 15, 2025 |
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| 10.13# | | Form of Restricted Stock Unit Grant Notice and Award Agreement under Tvardi Therapeutics, Inc. 2025 Equity Incentive Plan. | | 8-K | | 001-36279 | | 10.16 | | April 15, 2025 |
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| 10.14# | | Tvardi Therapeutics, Inc. 2025 Employee Stock Purchase Plan. | | 8-K | | 001-36279 | | 10.17 | | April 15, 2025 |
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| 10.15˄ | | Founder Restricted Stock Agreement, by and between Tvardi Therapeutics, Inc. and David Tweardy, dated January 25, 2018, as amended September 1, 2019. | | S-4 | | 333-283900 | | 10.39 | | January 27, 2025 |
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| 10.16˄ | | Founder Restricted Stock Agreement, by and between Tvardi Therapeutics, Inc. and Ronald DePinho, dated January 25, 2018, as amended September 1, 2019. | | S-4 | | 333-283900 | | 10.40 | | January 27, 2025 |
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| 10.17# | | Cara 2014 Equity Incentive Plan. | | S-1/A | | 333-192230 | | 10.3 | | January 17, 2014 |
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| 10.18# | | Form of Stock Option Agreement under Cara 2014 Equity Incentive Plan. | | S-1/A | | 333-192230 | | 10.3.1 | | January 17, 2014 |
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| 10.19# | | Form of Restricted Stock Unit Award under Cara 2014 Equity Incentive Plan. | | S-1/A | | 333-192230 | | 10.3.2 | | January 17, 2014 |
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| 10.20# | | Cara 2019 Inducement Plan. | | 8-K | | 001-36279 | | 10.1 | | November 20, 2019 |
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| 10.21# | | Form of Stock Option Grant Notice under Cara 2019 Inducement Plan. | | 8-K | | 001-36279 | | 10.2 | | November 20, 2019 |
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| 10.22# | | Form of Restricted Stock Unit Notice under Cara 2019 Inducement Plan. | | 8-K | | 001-36279 | | 10.3 | | November 20, 2019 |
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| 10.23#† | | Tvardi Therapeutics, Inc. Amended and Restated Non-Employee Director Compensation Policy. | | | | | | | | |
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| 10.24#† | | Tvardi Therapeutics, Inc. Severance and Change in Control Plan. | | | | | | | | |
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| 19.1† | | Tvardi Therapeutics, Inc. Amended and Restated Insider Trading Policy | | | | | | | | |
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| 21.1 | | List of Subsidiaries. | | S-1 | | 333-288965 | | 21.1 | | May 30, 2025 |
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| 23.1† | | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | | | | | | | | |
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| 24.1† | | Power of Attorney (included on signature page). | | | | | | | | |
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| 31.1† | | Certification of Chief Executive Officer of Tvardi Therapeutics, Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. | | | | | | | | |
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| 31.2† | | Certification of Chief Financial Officer of Tvardi Therapeutics, Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. | | | | | | | | |
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| 32.1†* | | Certifications of Chief Executive Officer and Chief Financial Officer of Tvardi Therapeutics, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
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| 97.1† | | Tvardi Therapeutics, Inc. Incentive Compensation Recoupment Policy | | | | | ||||
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| 101.CAL† | | Inline XBRL Taxonomy Extension Calculation Linkbase. | | | | | | | | |
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| 101.INS† | | Inline XBRL Instance Document. | | | | | | | | |
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| 101.LAB† | | Inline XBRL Taxonomy Extension Label Linkbase. | | | | | | | | |
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| 101.PRE† | | Inline XBRL Taxonomy Extension Presentation Linkbase. | | | | | | | | |
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| 101.SCH† | | Inline XBRL Taxonomy Extension Schema Linkbase. | | | | | | | | |
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| 101.DEF† | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | |
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| 104† | | Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101). | | | | | | | | |
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| # | Indicates a management contract or any compensatory plan, contract or arrangement. |
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| ˄ | Certain portions of this exhibit (indicated by asterisks) have been omitted because they are not material and are the type of information that the Company treats as private and confidential. |
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| ‡ | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. |
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| † | Filed herewith. |
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| * | This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
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