Houston-based Tvardi Therapeutics and Cara Therapeutics announced the companies have entered into a definitive merger agreement to combine in an all-stock transaction. Once completed, Houston will house the headquarters.

Tvardi is a clinical-stage biopharmaceutical company that focuses on the development of novel, oral, and small molecule therapies that target STAT3 to treat fibrosis-driven diseases. Tvardi will merge with a wholly owned subsidiary of Cara.

Once complete, the pre-merger Cara Therapeutics stockholders are expected to own approximately 17 percent of the combined company and pre-merger Tvardi Therapeutics investors are expected to own 83 percent of the combined company. Prior to adjustment from the issuance of the shares in the recently completed Tvardi financing and assuming Cara, which went public in 2014, has net cash at closing of between $22.9 million and $23.1 million with the percentage of the combined company that pre-merger Cara stockholders and pre-merger Tvardi stockholders will own upon the closing of the merger, which is subject to further adjustment if Cara’s net cash balance falls outside of the range.

“As we approach meaningful value inflection points next year, including two Phase 2 readouts of our lead program in idiopathic pulmonary fibrosis, followed by the readout in our hepatocellular carcinoma program, this merger, the recently completed financing, and becoming a publicly traded company give us access to the critical funding required to further advance our promising pipeline programs that address significant unmet needs,” Imran Alibhai, CEO of Tvardi Therapeutics, says in a news release.

Also, Tvardi has completed an approximately $28 million private financing from a syndicate of new and existing institutional investors. With the cash from both companies at closing and the proceeds of this financing, the post-merger company plans to have cash to fund its operating expenses and capital expenditure requirements into the second half of 2026.

“I am grateful to the Cara Board, leadership team, and shareholders who share our vision of Tvardi that is well-positioned to introduce effective, new treatment options to patients suffering from serious, chronic, fibrosis-driven diseases,” Alibhai continues.

In 2021, Tvardi emerged from stealth and closed a $74 million series B funding round led by New York-based Slate Path Capital, Florida-based Palkon Capital, Denver-based ArrowMark Partners, and New York-based 683 Capital, with continued support and participation by existing investors, including Houston-based Sporos Bioventures.