Cara Therapeutics Inc美股招股说明书(2025-02-14版)

February 14, 2025 To the Stockholders of Cara Therapeutics, Inc.: Cara Therapeutics, Inc. (Cara) and Tvardi Therapeutics, Inc. (Tvardi) have entered into an Agreement and Plan of Mergerand Reorganization, dated December 17, 2024, as may be amended from time to time (Merger Agreement), pursuant to whichCT Convergence Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Cara (Merger Sub), will merge withand into Tvardi, with Tvardi surviving as a wholly owned subsidiary of Cara (Merger). The Merger will result in a clinical-stagebiopharmaceutical company focused on the development of novel, oral small molecule therapies targeting STAT3 to treatfibrosis-driven diseases with significant unmet need. The Merger will become effective at the time the Certificate of Merger has been duly filed with the Secretary of State of theState of Delaware or such other date and time as is agreed upon by Cara and Tvardi and specified in the Certificate of Merger inaccordance with the General Corporation Law of the State of Delaware (DGCL) (such date, the Closing Date, and such time, theEffective Time). At the Effective Time, (i)each outstanding share of common stock of Tvardi, $0.001 par value per share(Tvardi common stock) (after giving effect to the automatic conversion of all shares of preferred stock of Tvardi into commonstock of Tvardi prior to the Merger (the Preferred Stock Conversion) and excluding shares held by stockholders who haveexercised and perfected appraisal rights and excluding shares held as treasury stock by Cara or held or owned by Cara, MergerSub or any subsidiary of Cara or Tvardi), will be converted into the right to receive approximately 0.2042 shares of commonstock of Cara, $0.001 par value per share (Cara common stock), based on an assumed exchange ratio of 0.2042 (ExchangeRatio), assuming a reverse stock split of Cara common stock at a ratio of 1-for-2 to be implemented prior to the consummationof the Merger as may be adjusted and as discussed in this proxy statement/prospectus, and which is further subject to certainadjustments as described below, and (ii)the outstanding Convertible Notes (as defined below) of Tvardi will be automaticallyconverted into an aggregate of approximately 1,921,436 shares of Cara common stock, assuming (a) interest on the ConvertibleNotes is accrued through an anticipated Closing Date of March31, 2025 and (b) the Convertible Notes are converted into sharesof Cara common stock (Conversion Shares) at a conversion price equal to 80% of the implied value of the combined company.The assumed Exchange Ratio was calculated assuming, among other things, that Cara’s net cash at closing will be between$22.875 million and $23.125 million and a number of Conversion Shares equal to approximately 1,921,436. Such assumedExchange Ratio is subject to certain adjustments, including based on the amount of Cara net cash at closing and the final amountof Conversion Shares. Cara will assume outstanding and unexercised options to purchase shares of Tvardi common stock, and inconnection with the Merger they will be converted into options to purchase shares of Cara common stock based on the ExchangeRatio. At the Effective Time, Cara’s stockholders will continue to own and hold their then existing shares of Cara commonstock, subject to adjustment for the reverse stock split proposed in connection with the Merger. All outstanding and unexercisedoptions to purchase shares of Cara common stock and outstanding Cara restricted stock units (RSUs) will be accelerated, theRSUs will be net settled, and the options will remain outstanding in accordance with their terms, except that the post-termination exercise period shall not exceed 90days and the exercise price and the number of shares underlying such optionswill be adjusted based on the reverse stock split proposed in connection with the Merger. Immediately following the Merger, the pre-Merger equityholders of Cara are expected to hold approximately 15.25% of theshares of Cara common stock, the pre-Merger equityholders of Tvardi are expected to hold approximately 72.21% of the sharesof Cara common stock and the holders of the Convertible Notes are expected to hold approximately 12.54% of the shares ofCara common stock, in each case, on a fully diluted basis, and subject to certain assumptions described below. The expectedpost-Merger equity ownership split percentages are based on the assumed Exchange Ratio of 0.2042 and an amount ofConversion Shares equal to 1,921,436 and are subject to adjustments, including based on the final Exchange Ratio and finalamount of Conversion Shares. The shares of Cara common stock are currently listed on The Nasdaq Capital Market under the symbol “CARA”. Tvardi hasfiled an initial listing application with The Nasdaq Stock Market LLC (Nasdaq) pursuant to Nasdaq’s “reverse merger” rules.Substantially concurrent with the completion of the Merger, Cara will be renamed “Tvardi Therapeutics, Inc.” and expect