Cara Therapeutics Inc
For the period ended Dec 31, 2024. Filed Mar 11, 2025.
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FY2024 · Filed Mar 11, 2025
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. Exhibit and Financial Statement Schedules
Item 15. Exhibits, 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 Cara Therapeutics, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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| | PAGE |
| Reports of Independent Registered Public Accounting Firm | 113 |
| Financial Statements: | |
| Consolidated Balance Sheets | 115 |
| Consolidated Statements of Comprehensive Loss | 116 |
| Consolidated Statements of Stockholders’ Equity | 117 |
| Consolidated Statements of Cash Flows | 118 |
| Notes to Consolidated Financial Statements | 119 |
(2) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the SEC which are not included with this additional financial data have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes included in Item 8.Financial Statements and Supplementary Data.
(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 December 17, 2024, by and among the Registrant, 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 | | Amended and Restated Bylaws. | | 10-Q | | 001-36279 | | 3.2 | | November 14, 2024 |
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| 3.3 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation. | | 8-K | | 001-36279 | | 3.1 | | June 7, 2024 |
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| 3.4 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation. | | 8-K | | 001-36279 | | 3.1 | | December 30, 2024 |
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| 4.1 | | Form of Common Stock Certificate. | | S-1/A | | 333-192230 | | 4.1 | | January 17, 2014 |
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| 4.2† | | Description of Securities. | | | | | | | | |
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| 4.3# | | Securities Purchase Agreement, dated October 15, 2020, by and between the Registrant and Vifor (International) Ltd. | | 10-K | | 001-36279 | | 4.4 | | February 25, 2021 |
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| 10.1+ | | Form of Indemnity Agreement. | | S-1/A | | 333-192230 | | 10.1 | | January 17, 2014 |
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| 10.2+ | | 2014 Equity Incentive Plan. | | S-1/A | | 333-192230 | | 10.3 | | January 17, 2014 |
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| 10.2.1 | | Form of Stock Option Agreement under 2014 Equity Incentive Plan. | | S-1/A | | 333-192230 | | 10.3.1 | | January 17, 2014 |
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| 10.2.2 | | Form of Restricted Stock Unit Award under 2014 Equity Incentive Plan. | | S-1/A | | 333-192230 | | 10.3.2 | | January 17, 2014 |
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| 10.3* | | License Agreement dated April 4, 2013 by and between the Registrant and Maruishi Pharmaceutical Co., Ltd. | | S-1 | | 333-192230 | | 10.7 | | November 8, 2013 |
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| 10.4* | | License and API Supply Agreement effective as of April 16, 2012 by and between the Registrant and Chong Kun Dang Pharmaceutical Corp. | | S-1 | | 333-192230 | | 10.8 | | November 8, 2013 |
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| 10.5 | | Amendment to License and API Supply Agreement effective as of May 1, 2012 by and between the Registrant and Chong Kun Dang Pharmaceutical Corp. | | S-1 | | 333-192230 | | 10.9 | | November 8, 2013 |
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| 10.6# | | API Commercial Supply Agreement between Cara Therapeutics, Inc. and Polypeptide Laboratories S.A. | | 10-Q | | 001-36279 | | 10.1 | | November 8, 2021 |
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| 10.7+ | | Employment Agreement with Christopher Posner | | 8-K | | 001-36279 | | 10.1 | | November 3, 2021 |
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| 10.8+ | | Offer Letter with Ryan Maynard | | 8-K | | 001-36279 | | 10.1 | | September 12, 2022 |
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| 10.9+ | | Cara Therapeutics, Inc. Severance Plan and Form of Participation Agreement | | 10-K | | 001-36279 | | 10.14 | | March 1, 2022 |
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| 10.10+ | | Amended and Restated Non-Employee Director Compensation Policy. | | 10-Q | | 001-36279 | | 10.2 | | August 7, 2023 |
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| 10.11# | | License Agreement by and between Cara Therapeutics, Inc. and Vifor Fresenius Medical Care Renal Pharma Ltd. | | 10-Q | | 001-36279 | | 10.2 | | August 8, 2022 |
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| 10.12# | | Master Manufacturing Services Agreement between the Registrant and Patheon UK Limited and related Product Agreements | | 10-Q | | 001-36279 | | 10.2 | | August 7, 2019 |
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| 10.13# | | Non-Exclusive License Agreement, dated August 20, 2019, between the Registrant and Enteris Biopharma, Inc. | | 10-Q | | 001-36279 | | 10.1 | | November 5, 2019 |
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| 10.14+ | | 2019 Inducement Plan. | | 8-K | | 001-36279 | | 10.1 | | November 20, 2019 |
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| 10.15 | | Form of Stock Option Grant Notice under 2019 Inducement Plan | | 8-K | | 001-36279 | | 10.2 | | November 20, 2019 |
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| 10.16 | | Form of Restricted Stock Unit Notice under 2019 Inducement Plan | | 8-K | | 001-36279 | | 10.3 | | November 20, 2019 |
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| 10.17# | | License Agreement, dated October 15, 2020, by and between Cara Therapeutics, Inc. and Vifor (International) Ltd. | | 10-K | | 001-36279 | | 10.21 | | February 25, 2021 |
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| 10.18 | | Open Market Sale Agreement, dated March 1, 2022, between the Registrant and Jefferies LLC | | S-3 | | 333-263165 | | 1.2 | | March 1, 2022 |
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| 10.19# | | Purchase and Sale Agreement dated November 1, 2023 by and between Cara Royalty Sub, LLC and HCRX Investments Holdco, L.P. and Healthcare Royalty Partners IV, L.P. | | 10-K | | 001-36279 | | 10.25 | | March 6, 2024 |
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| 10.20 | | Form of Tvardi Therapeutics, Inc. Stockholder Support Agreement, dated December 17, 2024. | | 8-K | | 001-36279 | | 10.1 | | December 18, 2024 |
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| 10.21 | | Form of Cara Therapeutics, Inc. Stockholder Support Agreement, dated December 17, 2024. | | 8-K | | 001-36279 | | 10.2 | | December 18, 2024 |
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| 10.22 | | Form of Lock-Up Agreement, dated December 17, 2024. | | 8-K | | 001-36279 | | 10.3 | | December 18, 2024 |
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| 19† | | Insider Trading Policy | | | | | | | | |
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| 21.1 | | Subsidiaries of Cara Therapeutics, Inc. | | 10-K | | 001-36279 | | 21.1 | | March 6, 2024 |
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| 23.1† | | Consent of Ernst & Young, 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 Cara 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 Cara 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 Cara 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 | | Incentive Compensation Recoupment Policy | | 10-K | | 001-36279 | | 97 | | March 6, 2024 |
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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). | | | | | | | | |
| + | Indicates management contract or compensatory plan. |
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| * | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. |
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| # | Portions of this exhibit (indicated by asterisks) have been omitted because the Registrant has determined they are not material and are the type that the Registrant treats as private and confidential. |
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| ˄ | Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) or 601(b)(2) of Regulation S-K, as applicable. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
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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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