Cara Therapeutics approves merger and stock plans

Stamford, CT-based Cara Therapeutics (NASDAQ:CARA), Inc. announced the approval of several key proposals during its Special Meeting of Stockholders held today. The pharmaceutical company, which specializes in developing treatments and currently has a market capitalization of $22.59 million, received stockholder endorsement for a merger with Tvardi Therapeutics, Inc. and related executive compensation arrangements. According to InvestingPro analysis, the company’s financial health score stands at 1.69 (WEAK), highlighting the strategic importance of this merger decision.

The merger, which will see Tvardi become a wholly owned subsidiary of Cara, was supported by a vote of 2,088,293 to 166,062, with 3,124 abstentions. Additionally, stockholders approved the Tvardi Therapeutics, Inc. 2025 Equity Incentive Plan and the 2025 Employee Stock Purchase Plan, aimed at providing incentives to employees post-merger. This strategic move comes as the company faces significant revenue challenges, with a 65.96% decline in the last twelve months.

A significant corporate restructuring was also supported, with the approval of a reverse stock split at a ratio between 1-for-2 and 1-for-4, and an increase in the number of authorized shares of common stock from 16,666,667 to 150,000,000.

The meeting saw a quorum with approximately 49.38% of the company’s issued and outstanding common stock represented. The approved proposals are part of Cara’s strategic efforts to enhance shareholder value and position the company for future growth.

In addition to the merger-related decisions, Cara Therapeutics also provided financial statements for Tvardi as of and for the years ended December 31, 2024, and 2023, along with a management discussion and analysis for the same periods. Unaudited pro forma condensed combined financial statements for the year ended December 31, 2024, were also filed, outlining the financial implications of the proposed merger.

The forward-looking statements included in the report are subject to risks and uncertainties, with the company cautioning that actual results may differ materially from those projected. With the next earnings report scheduled for May 12, 2025, investors seeking deeper insights can access comprehensive analysis and valuation metrics through InvestingPro, which offers exclusive access to detailed financial health indicators and growth projections for over 1,400 US stocks.

This article is based on a press release statement and the information provided is intended for general information purposes only, without any endorsement of the claims.

In other recent news, Cara Therapeutics has announced a merger with Tvardi Therapeutics. This merger will result in Tvardi becoming a wholly-owned subsidiary of Cara, with the aim of expanding Cara’s pipeline by leveraging Tvardi’s therapeutic approach to address fibrotic diseases. Additionally, Cara’s board of directors will see significant changes, with five new members designated by Tvardi. Legal action has been initiated by some Cara stockholders, alleging false statements in the merger’s proxy statement, though Cara has denied any wrongdoing and provided supplemental disclosures to avoid litigation. Meanwhile, Cara Therapeutics has regained compliance with Nasdaq’s minimum bid price requirement after executing a one-for-twelve reverse stock split. The company also received an extension from Nasdaq to meet stockholders’ equity requirements, which the pending merger with Tvardi is expected to fulfill. However, the completion of the merger is still subject to customary closing conditions and stockholder approvals. Investors are advised to stay informed through official announcements regarding these developments.

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