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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)
August 14, 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 August 14, 2026,
Tvardi Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results and business highlights
for the fiscal quarter ended June 30, 2026. A copy of the Company’s press release dated August 14, 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 August 14,
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: August 14, 2026 |
By: |
/s/ Imran Alibhai |
| |
Name: |
Imran Alibhai |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1

Tvardi Therapeutics Announces Second Quarter
2026 Results and
Provides Business Update
Reported topline healthy volunteer results for
next-generation STAT3 inhibitor TTI-109, confirming the prodrug design, improved tolerability and reductions in disease-relevant immune
cell populations
Announced ulcerative colitis (UC) as the
initial disease indication for TTI-109 and will host a
KOL
webinar on the clinical potential of TTI-109 in UC on August 19, 2026, at 11:00 a.m. ET
HOUSTON, TX – August 14,
2026 – Tvardi Therapeutics, Inc. (“Tvardi” or the “Company”) (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 second quarter ended June 30, 2026, and provided a business update.
Recent Developments
| · | Reported topline results from the healthy volunteer study of its next-generation
STAT3 inhibitor, TTI-109, confirming prodrug design, improved tolerability and pharmacodynamic evidence of STAT3 target engagement. |
| o | TTI-109 delivered TTI-101-equivalent exposure with improved tolerability and, across the active dose range, reductions in cellular
and humoral immune populations known to correlate with UC disease severity. |
| · | Selected UC as the initial disease indication for TTI-109, based on its ability
to modulate multiple pathogenic pathways downstream of STAT3 simultaneously. |
| o | In UC, STAT3 acts as a single convergent node downstream of multiple signaling pathways implicated in disease progression, integrating
immune dysregulation, inflammation and tissue remodeling. |
| o | These findings are further supported by published clinical studies linking reductions in activated STAT3 with higher rates of clinical
remission across multiple UC therapeutic classes. |
| o | UC represents a large, underserved market, with more than 1.25 million patients diagnosed in the U.S. and an addressable market of
approximately $3 billion in the U.S. and $9 billion globally. |
| · | Announced
that the Company will host a KOL webinar on the clinical potential of TTI-109 in UC
featuring Randy Longman, MD, PhD (Weill Cornell Medicine) on August 19, 2026, at 11:00 a.m.
ET. |
Imran Alibhai, Ph.D., Chief Executive Officer of Tvardi, stated, “Since
our last quarterly report, we have made significant progress in the clinical development of our STAT3 inhibitors. Regarding our next-generation
STAT3 inhibitor, TTI-109, we were enthusiastic to see modulation of disease-relevant immune cell population even in healthy volunteers.
We believe this bodes well for the development of TTI-109 in inflammatory and proliferative diseases, like UC.”

Key Upcoming Milestones
| · | August 19,
2026: KOL webinar with Randy Longman, M.D., Ph.D., on the UC treatment landscape and TTI-109.
To register, please click here |
| · | 4Q 2026: TTI-101 Phase 1b/2 HCC topline data |
| · | 2027: Initiation of clinical trial of TTI-109 in UC, subject to clearance
of Investigational New Drug (IND) application and additional funding |
Second Quarter 2026 Financial Results
Research and development expenses for the three months ended
June 30, 2026, were $4.0 million as compared to $5.8 million for the comparable period in 2025. The decrease was primarily driven
by lower clinical costs associated with TTI-101, partially offset by higher development costs associated with TTI-109.
General and administrative expenses were $2.6 million for the
three months ended June 30, 2026, as compared to $3.1 million for the three months ended June 30, 2025. The decrease was primarily
driven by lower professional fees, reflecting higher accounting and consulting costs in the comparable 2025 period associated with the
Company's April 2025 merger, partially offset by higher legal and investor relations costs associated with operating as a public
company.
Net loss for the three months ended June 30, 2026, was
$6.5 million, compared to net income of $4.2 million for the three months ended June 30, 2025. Net income in the prior-year period
reflected a $12.7 million non-cash gain from the change in fair value of the Company's convertible notes, which converted into common
stock in connection with the Company's merger with Cara Therapeutics in April 2025.
Basic and diluted net loss per share attributable to common
shareholders for the three months ended June 30, 2026, were both $(0.69). Basic net income per share attributable to common shareholders
for the three months ended June 30, 2025 was $0.51, and diluted net loss per share for the same period was $(1.00), reflecting the
dilutive impact of the Company's convertible notes prior to their conversion into common stock in April 2025.
Cash, cash equivalents and short-term investments as of June 30,
2026, were $15.8 million, as compared to $30.8 million as of December 31, 2025. Tvardi anticipates that its existing cash, cash equivalents
and short-term investments will be sufficient to fund operations, as currently planned, through the HCC topline readout into the third
quarter of 2027. Advancing TTI-109 into UC and additional indications will require additional funding and IND clearance.
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 or safety or other complications related to its product candidates; the ability to obtain IND clearance
for TTI-109 in UC on the timelines expected or at all; the requirement for additional capital to continue to advance these product candidates,
which may not be available on favorable terms or at all; 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 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; 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
(in thousands, unaudited)
| | |
June 30, 2026 | | |
December 31, 2025 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 15,765 | | |
$ | 20,734 | |
| Short-term investments | |
| — | | |
| 10,077 | |
| Prepaid expenses and other current assets | |
| 1,304 | | |
| 727 | |
| Total current assets | |
| 17,069 | | |
| 31,538 | |
| Property and equipment, net | |
| 36 | | |
| 52 | |
| Intangible assets, net | |
| 291 | | |
| 322 | |
| Operating lease right-of-use assets | |
| 104 | | |
| 144 | |
| Other non-current assets | |
| 17 | | |
| 17 | |
| Total assets | |
$ | 17,517 | | |
$ | 32,073 | |
| | |
| | | |
| | |
| Liabilities and Stockholders' Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 4,638 | | |
$ | 3,219 | |
| Accrued expenses | |
| 4,352 | | |
| 7,707 | |
| Operating lease liabilities, current portion | |
| 123 | | |
| 116 | |
| Total current liabilities | |
| 9,113 | | |
| 11,042 | |
| Operating lease liabilities, net of current portion | |
| 22 | | |
| 85 | |
| Total liabilities | |
| 9,135 | | |
| 11,127 | |
| | |
| | | |
| | |
| Stockholders' equity: | |
| | | |
| | |
| Common stock | |
| 9 | | |
| 9 | |
| Additional paid-in capital | |
| 132,084 | | |
| 131,379 | |
| Accumulated other comprehensive income | |
| — | | |
| 8 | |
| Accumulated deficit | |
| (123,711 | ) | |
| (110,450 | ) |
| Total stockholders' equity | |
| 8,382 | | |
| 20,946 | |
| Total liabilities and stockholders' equity | |
$ | 17,517 | | |
$ | 32,073 | |

TVARDI THERAPEUTICS
Consolidated Statements of Operations
(in thousands, except share and per share data,
unaudited)
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30, 2026 | | |
June 30, 2025 | | |
June 30, 2026 | | |
June 30, 2025 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
$ | 4,002 | | |
$ | 5,806 | | |
$ | 8,913 | | |
$ | 8,917 | |
| General and administrative | |
| 2,627 | | |
| 3,063 | | |
| 4,767 | | |
| 4,306 | |
| Total operating expenses | |
| 6,629 | | |
| 8,869 | | |
| 13,680 | | |
| 13,223 | |
| Loss from operations | |
| (6,629 | ) | |
| (8,869 | ) | |
| (13,680 | ) | |
| (13,223 | ) |
| Interest income | |
| 172 | | |
| 377 | | |
| 419 | | |
| 652 | |
| Other income, net | |
| — | | |
| 12,659 | | |
| — | | |
| 7,159 | |
| Net (loss) income | |
$ | (6,457 | ) | |
$ | 4,167 | | |
$ | (13,261 | ) | |
$ | (5,412 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss) income per share attributable to common stockholders: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.69 | ) | |
$ | 0.51 | | |
$ | (1.41 | ) | |
$ | (1.00 | ) |
| Diluted | |
$ | (0.69 | ) | |
$ | (1.00 | ) | |
$ | (1.41 | ) | |
$ | (2.04 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted-average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 9,381,344 | | |
| 8,246,582 | | |
| 9,381,344 | | |
| 5,426,688 | |
| Diluted | |
| 9,381,344 | | |
| 8,455,223 | | |
| 9,381,344 | | |
| 6,160,967 | |