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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 8, 2026
TVARDI
THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-36279 |
|
75-3175693 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| |
|
|
|
|
|
3 Sugar Creek Ctr. Blvd.
Suite 525
Sugar Land, Texas |
|
|
|
77478 |
| (Address of principal executive offices) |
|
|
|
(Zip Code) |
Registrant's telephone number, including area code: (713) 489-8654
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2.):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
| Common Stock, par value $0.001 per share |
TVRD |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On May 8, 2026, Tvardi Therapeutics,
Inc. (the “Company”) issued a press release announcing its financial results and business highlights for the fiscal quarter
ended March 31, 2026. A copy of the Company’s press release dated May 8, 2026 is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The information contained
herein and the accompanying Exhibit 99.1 is being furnished under “Item 2.02 Results of Operations and Financial Condition”
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed
incorporated by reference in any filing with the Securities and Exchange Commission made by us, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued on May 8, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
TVARDI THERAPEUTICS, INC. |
| |
|
| Date: May 8, 2026 |
By: |
/s/ Imran Alibhai |
| |
Name: |
Imran Alibhai |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Tvardi Therapeutics Announces First Quarter
2026 Results and Provides Business Update
Topline results from healthy volunteer study
and clinical development strategy for next-generation STAT3 inhibitor, TTI-109, anticipated in June
Topline data from Phase 2 trial of TTI-101
in hepatocellular carcinoma (HCC) on track for 2H 2026
Cash runway expected to be sufficient to fund
operations through clinical readouts and into Q4 2026
HOUSTON, TX – May 8,
2026 - Tvardi Therapeutics, Inc. (“Tvardi”) (NASDAQ: TVRD), a clinical-stage biopharmaceutical company focused on
the development of novel, oral, small molecule therapies targeting STAT3 to treat inflammatory and proliferative diseases, today reported
its financial and operating results for the first quarter ended March 31, 2026, and provided a business update.
Recent Progress and Upcoming Catalysts:
| · | TTI-109
(Healthy Volunteer Study): Study ongoing with topline data anticipated in June 2026.
The Company plans to announce the clinical development strategy based on these results. |
| · | TTI-101
(HCC – REVERT LIVER CANCER study): Phase 1b/2 trial remains on track to report topline
results in 2H 2026. |
| · | TTI-101
(IPF – REVERT IPF study additional analyses): Phase 2 trial showed that TTI-101 was
associated with a 9.4% baseline-weighted reduction in fibrosis score compared to 2.4% for
placebo. Treatment with TTI-101 was also associated with a 4.5-fold greater decline in IL-6,
a central STAT3-driven inflammatory cytokine. |
Imran Alibhai, Ph.D., Chief Executive Officer of Tvardi, stated, “We
are approaching a key inflection point with topline data from our next-generation STAT3 inhibitor, TTI-109, expected in June. These results
are expected to inform our future clinical development strategy.”
“TTI-109 is designed to build on the preclinical and clinical
activity observed with TTI-101 while potentially offering improved tolerability through its prodrug profile and enabling broader development
across inflammatory and proliferative diseases driven by STAT3.”
“In parallel, we remain on track to report topline data from
our ongoing Phase 2 REVERT LIVER CANCER trial in the second half of this year. Prior interim findings demonstrated clinically meaningful
activity across treatment settings, and we look forward to evaluating the full dataset.”
“We continue to make significant progress advancing both programs,
providing line of sight to two near-term value inflection points,” Dr. Alibhai concluded.
Key Upcoming Milestones:
| · | June 2026:
TTI-109 Phase 1 healthy volunteer topline data and clinical development strategy |
| · | 2H
2026: TTI-101 Phase 1b/2 HCC topline data |
First Quarter 2026 Financial Results
Research and development expenses for the three months ended
March 31, 2026, were $4.9 million as compared to $3.1 million for the comparable period in 2025. The increase was primarily driven
by higher TTI-109 developmental costs, partly offset by declining clinical costs associated with TTI-101.

General and administrative expenses were $2.1 million for the
three months ended March 31, 2026, as compared to $1.2 million for the three months ended March 31, 2025. The increase was
primarily driven by higher personnel costs, including stock-based compensation, and professional fees, including costs associated with
being a publicly traded company.
Net loss for the three months ended March 31, 2026, was
$6.8 million, as compared to a net loss of $9.6 million for the comparable period in 2025.
Basic and diluted net loss per share attributable to common
shareholders for the three months ended March 31, 2026, were a net loss of $(0.73), compared to a net loss of $(3.72) for the comparable
period in 2025.
Cash, cash equivalents and short-term investments as of March 31,
2026, were $25.0 million, as compared to $30.8 million as of December 31, 2025. Tvardi anticipates that its current cash runway
is sufficient to fund operations, as currently planned, through clinical readouts and into the fourth quarter of 2026.
About Tvardi Therapeutics
Tvardi is a clinical-stage biopharmaceutical company focused on the
development of novel, oral small molecule therapies targeting STAT3 to treat inflammatory and proliferative diseases with significant
unmet need. STAT3 is a central mediator across critical signaling pathways that drive uncontrolled, proliferation, survival and immune
dysregulation. STAT3 is also positioned at the intersection of many signaling pathways integral to the survival and immune evasion of
cancer cells. The company is conducting clinical trials with TTI-109 in healthy volunteers and TTI-101 in hepatocellular carcinoma (NCT05440708).
To learn more, please visit tvarditherapeutics.com or follow us on LinkedIn and X (Twitter).
Cautionary Statement Regarding Forward-looking Statements
Statements contained in this press release regarding matters that
are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. Examples of these forward-looking statements include statements concerning the anticipated benefits of Tvardi’s
product candidates; its ongoing clinical trials and anticipated timing of reporting data from such trials; potential indications for
its product candidates; its anticipated cash runway; and other statements regarding management’s intentions, plans, beliefs, expectations
or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them.
Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by such forward-looking statements. These forward- looking statements are
subject to a number of risks, including, among other things: the uncertainties associated with Tvardi’s product candidates, as
well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in the
completion of clinical trials; the significant net losses Tvardi has incurred since inception; Tvardi’s ability to initiate
and complete ongoing and planned preclinical studies and clinical trials and advance its product candidates through clinical development;
the timing of the availability of data from Tvardi’s clinical trials; the outcome of preclinical testing and clinical trials of
the Tvardi’s product candidates, including the ability of those trials to satisfy relevant governmental or regulatory requirements;
Tvardi’s plans to research, develop and commercialize its current and future product candidates; the clinical utility, potential
benefits and market acceptance of Tvardi’s product candidates; the requirement for additional capital to continue to advance
these product candidates, which may not be available on favorable terms or at all; Tvardi’s anticipated cash runway; Tvardi’s
ability to attract, hire, and retain skilled executive officers and employees; Tvardi’s ability to protect its intellectual property
and proprietary technologies; Tvardi’s reliance on third parties, contract manufacturers, and contract research organizations;
the possibility that Tvardi may be adversely affected by other economic, business, or competitive factors; risks associated with changes
in applicable laws or regulations; those factors discussed in Tvardi’s filings with the Securities and Exchange Commission,
including the “Risk Factors” section of the Annual Report on Form 10-K for the year ended December 31, 2025, and
Tvardi’s other documents subsequently filed with or furnished to the SEC, all of which are available on the SEC’s website
at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they
were made. The company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist
after the date on which they were made, except as required by law.
Contacts:
For Tvardi:
Tvardi Investor Relations
ir@tvardi.com
PJ Kelleher
LifeSci Advisors
617-430-7579
pkelleher@lifesciadvisors.com
TVARDI THERAPEUTICS
Consolidated Balance Sheets
(unaudited)
| | |
As of March 31, | | |
As of
December 31, | |
| | |
2026 | | |
2025 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 19,851 | | |
$ | 20,734 | |
| Short-term investments | |
| 5,130 | | |
| 10,077 | |
| Prepaid expenses and other current assets | |
| 345 | | |
| 727 | |
| Total current assets | |
| 25,326 | | |
| 31,538 | |
| Property and equipment, net | |
| 44 | | |
| 52 | |
| Intangible assets, net | |
| 306 | | |
| 322 | |
| Operating lease right-of-use assets | |
| 124 | | |
| 144 | |
| Other non-current assets | |
| 17 | | |
| 17 | |
| Total assets | |
$ | 25,817 | | |
$ | 32,073 | |
| | |
| | | |
| | |
| Liabilities and Stockholders' Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 4,620 | | |
$ | 3,219 | |
| Accrued expenses | |
| 6,518 | | |
| 7,707 | |
| Operating lease liabilities, current portion | |
| 120 | | |
| 116 | |
| Total current liabilities | |
| 11,258 | | |
| 11,042 | |
| Operating lease liabilities, net of current portion | |
| 54 | | |
| 85 | |
| Total liabilities | |
| 11,312 | | |
| 11,127 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 12) | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders' Equity: | |
| | | |
| | |
| Common stock, $0.001 par value; 150,000,000 shares
authorized as of March 31,2026 and December 31,2025; 9,381,344 shares issued and outstanding as of March 31,2026 and
December 31,2025 | |
| 9 | | |
| 9 | |
| Additional paid-in capital | |
| 131,749 | | |
| 131,379 | |
| Accumulated other comprehensive income | |
| 1 | | |
| 8 | |
| Accumulated deficit | |
| (117,254 | ) | |
| (110,450 | ) |
| Total stockholders' equity | |
| 14,505 | | |
| 20,946 | |
| Total liabilities and stockholders' equity | |
$ | 25,817 | | |
$ | 32,073 | |
TVARDI THERAPEUTICS
Consolidated Statement
of Operations
(unaudited)
| | |
For the Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Operating expenses: | |
| | | |
| | |
| Research and development | |
$ | 4,911 | | |
$ | 3,111 | |
| General and administrative | |
| 2,140 | | |
| 1,243 | |
| Total operating expenses | |
| 7,051 | | |
| 4,354 | |
| Loss from operations | |
| (7,051 | ) | |
| (4,354 | ) |
| Interest income | |
| 247 | | |
| 275 | |
| Other expense | |
| — | | |
| (5,500 | ) |
| Net loss | |
$ | (6,804 | ) | |
$ | (9,579 | ) |
| | |
| | | |
| | |
| Net loss per share attributable to common stockholders, basic and diluted | |
$ | (0.73 | ) | |
$ | (3.72 | ) |
| Weighted-average common shares outstanding, basic and diluted | |
| 9,381,344 | | |
| 2,575,462 | |
| | |
| | | |
| | |
| Comprehensive loss: | |
| | | |
| | |
| Net loss | |
$ | (6,804 | ) | |
$ | (9,579 | ) |
| Unrealized (loss) gain on short-term investments | |
| (7 | ) | |
| 2 | |
| Comprehensive loss | |
$ | (6,811 | ) | |
$ | (9,577 | ) |