Tvardi Therapeutics boosts at-the-market stock program

Rhea-AI Filing Summary

Tvardi Therapeutics, Inc. filed a prospectus supplement to increase its existing at-the-market offering program, permitting the issuance of up to $9,689,765 in additional shares of common stock under its Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC.

The shares are issued under an effective shelf registration statement on Form S-3 registering up to $12.5 million of common stock. The company is subject to General Instruction I.B.6 of Form S-3, the baby shelf rule, and reports an aggregate market value of non-affiliate common stock of $62,208,945, based on 12,441,789 non-affiliate shares at $5.00 per share. Over the prior twelve-month period, it sold 3,110,769 shares for approximately $11.0 million in gross proceeds under the earlier sales agreement prospectus, and no additional stock will be sold under that earlier prospectus.

Filing Explained

The expanded program is authorization only; any dilution depends on later sales, while March 31 cash was $19,851,000 alongside $5,130,000 of short-term investments.

The July 17, 2026 disclosure leaves the expanded ATM program at the authorization stage: it creates up to $9,689,765 of additional common-stock sale capacity, not a completed issuance or proceeds receipt.

If the company uses that capacity, additional shares would increase total shares and reduce existing holders’ percentage ownership absent offsetting changes; the filing does not state that this has happened.

An ATM program permits gradual sales into the open market at prevailing prices, while Form S-3 registration provides future sale capacity without a new registration each time; neither mechanism itself establishes a sale.

For scale, cash and equivalents were $19,851,000 at March 31, 2026, alongside $5,130,000 of short-term investments.

The next state-changing evidence would be a later filing reporting sales under the amended Prospectus Supplement, which would establish the actual shares sold and proceeds.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New ATM additional capacity: $9,689,765 Original ATM registration size: $12.5 million Public float (non-affiliates): $62,208,945 +4 more

7 metrics

New ATM additional capacity $9,689,765 Maximum additional common stock issuable under increased at-the-market program

Original ATM registration size $12.5 million Aggregate offering amount registered under Form S-3 Sales Agreement Prospectus

Public float (non-affiliates) $62,208,945 Aggregate market value of common stock held by non-affiliates under General Instruction I.B.6

Non-affiliate shares 12,441,789 shares Outstanding common stock held by non-affiliates as of July 16, 2026

Reference share price $5.00 per share Closing price on July 8, 2026, used to calculate non-affiliate market value

Shares sold in prior 12 months 3,110,769 shares Common stock sold under Sales Agreement Prospectus in prior twelve-calendar month period

Gross proceeds from prior sales $11.0 million Approximate aggregate offering price from ATM sales in prior twelve months

Key Terms

Capital on Demand™ Sales Agreement, shelf registration statement on Form S-3, at-the-market offering program, General Instruction I.B.6 of Form S-3, +1 more

5 terms

Capital on Demand™ Sales Agreement financial

"entered into a Capital on Demand™ Sales Agreement with JonesTrading"

shelf registration statement on Form S-3 regulatory

"The Shares were issued pursuant to the Company’s shelf registration statement on Form S-3"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

at-the-market offering program financial

"increase in the Company’s existing at-the-market offering program"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

General Instruction I.B.6 of Form S-3 regulatory

"The Company is subject to General Instruction I.B.6 of Form S-3"

baby shelf rule regulatory

"General Instruction I.B.6 of Form S-3, often referred to as the “baby shelf” rule"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Tvardi Therapeutics (TVRD) make to its at-the-market offering program?

Tvardi Therapeutics filed a prospectus supplement increasing its existing at-the-market offering program, allowing issuance of up to $9,689,765 in additional common stock under its Capital on Demand™ Sales Agreement with JonesTrading, beyond amounts previously sold over the past year.

How large is the new additional issuance capacity for Tvardi Therapeutics (TVRD)?

The prospectus supplement permits Tvardi Therapeutics to issue up to $9,689,765 in shares of common stock. This capacity is in addition to common stock the company has already sold under the prior sales agreement prospectus tied to the same at-the-market program.

What is Tvardi Therapeutics’ (TVRD) public float used for the baby shelf calculation?

The company reports an aggregate market value of common stock held by non-affiliates of $62,208,945. This is based on 12,441,789 non-affiliate shares as of July 16, 2026, priced at $5.00 per share, the closing price on July 8, 2026.

How much stock has Tvardi Therapeutics (TVRD) already sold under its JonesTrading agreement?

Over the twelve-calendar month period ending on the prospectus supplement date, Tvardi Therapeutics sold 3,110,769 shares of common stock. These sales generated an aggregate offering price of approximately $11.0 million in gross proceeds under the existing Sales Agreement Prospectus.

What is the original size of Tvardi Therapeutics’ (TVRD) ATM program under its shelf registration?

The Capital on Demand™ Sales Agreement is supported by a shelf registration statement on Form S-3 registering the offer and sale of common stock in an aggregate offering amount of up to $12.5 million, as described in the sales agreement prospectus.

Will Tvardi Therapeutics (TVRD) continue using the existing Sales Agreement Prospectus?

No. The company states that no additional common stock will be sold under the existing Sales Agreement Prospectus after the prospectus supplement date. Future issuances under the program are covered by the new prospectus supplement instead.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/17/2026 - 04:08 PM Accepted by SEC EDGAR 07/17/2026 - 04:07 PM Learn about SEC filing dates

false 0001346830 0001346830 2026-07-17 2026-07-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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) July 17, 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 8.01 Other Events.

As previously reported, on May 1, 2026, Tvardi Therapeutics, Inc. (the “Company”) entered into a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“Jones”), pursuant to which the Company may offer and sell from time to time, at its option through Jones, shares of the Company’s common stock, $0.001 par value per share (the “Shares”). The Shares were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-295496), which became effective on May 12, 2026, and the sales agreement prospectus included therein (the “Sales Agreement Prospectus”) registering the offer and sale of Shares in an aggregate offering amount of up to $12.5 million, in each case filed with the Securities and Exchange Commission.

On July 17, 2026, the Company filed a prospectus supplement (the “Prospectus Supplement”) amending and supplementing the Sales Agreement Prospectus to reflect an increase in the Company’s existing at-the-market offering program to allow for the issuance of up to $9,689,765 in shares of the Company’s common stock, in addition to any amounts previously sold by the Company.

The Company is subject to General Instruction I.B.6 of Form S-3, often referred to as the “baby shelf” rule, which limits the amounts that the Company may sell under the registration statement of which the Prospectus Supplement forms a part. The aggregate market value of the Company’s common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $62,208,945, which was calculated based on 12,441,789 shares of the Company’s outstanding common stock held by non-affiliates on July 16, 2026, at a price of $5.00 per share, the closing price of the common stock on July 8, 2026. During the prior twelve-calendar month period that ends on and includes the date of the Prospectus Supplement, the Company sold an aggregate of 3,110,769 shares of common stock for an aggregate offering price of approximately $11.0 million in gross proceeds under the Sales Agreement Prospectus. No additional common stock will be sold under the Sales Agreement Prospectus following the date of the Prospectus Supplement.

A copy of the legal opinion of Cooley LLP relating to the validity of the additional Shares of common stock being offered pursuant to the Sales Agreement and the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Cooley LLP.
23.1		Consent of Cooley LLP (contained in Exhibit 5.1).
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: July 17, 2026	By:	/s/ Imran Alibhai
	Name:	Imran Alibhai
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 10.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB