Slate Path Capital LP and David Greenspan report owning 704,118 shares (7.5%) of Tvardi Therapeutics (TVRD). The holdings are held by Slate Path Master Fund LP and SPB Master Fund LP and are reported as shared voting and dispositive power; neither reporting person claims sole voting or dispositive power. The percentage is calculated using 9,360,904 shares outstanding as of May 8, 2025. The filing states the shares were acquired in the ordinary course of business and were not acquired to change or influence control of the company.
Positive
Material stake disclosed: 704,118 shares representing 7.5% of outstanding common stock (based on 9,360,904 shares outstanding).
Clear identification of holders: Holdings are held by Slate Path Funds with Slate Path Capital LP as investment manager and David Greenspan identified as managing partner.
Ordinary-course certification: Reporting Persons certify the shares were acquired and are held in the ordinary course of business and not to influence control.
Negative
No transaction timing or cost details provided: The filing reports aggregate holdings but does not specify when or at what prices the shares were acquired.
Shared rather than sole control: Both reporting persons report only shared voting and dispositive power, limiting clarity on decision-making authority over the shares.
Insights
TL;DR: Slate Path and its principal report a meaningful 7.5% stake in TVRD, notable for investor ownership concentration.
The 704,118-share position represents a material minority stake at 7.5% of outstanding common stock, calculated from 9,360,904 shares outstanding on May 8, 2025. Shared voting and dispositive power indicate the stake is held by the Slate Path Funds rather than by either filer alone. The certification that the position was acquired in the ordinary course and not for control reduces immediate activist implications, but the size of the stake is large enough to be relevant for potential engagement or influence over corporate actions.
TL;DR: A >5% disclosure creates regulatory visibility and may prompt management-shareholder dialogue despite a stated non-control intent.
The filing fulfills Schedule 13G disclosure thresholds by identifying ownership, voting/dispositive arrangements, and the reporting persons' roles. Shared voting and dispositive power tied to the Slate Path Funds suggests fund-level control rather than individual control. The formal certification that the shares are not held to change control is standard for 13G treatment, but management should note the size of the stake when assessing shareholder composition and potential governance engagement.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Tvardi Therapeutics, Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
140755307
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
140755307
1
Names of Reporting Persons
Slate Path Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
704,118.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
704,118.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
704,118.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
140755307
1
Names of Reporting Persons
David Greenspan
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
704,118.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
704,118.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
704,118.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Tvardi Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
3 Sugar Creek Ctr. Blvd., Suite 525, Sugar Land, TX 77478
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Slate Path Capital LP (the "Investment Manager"), a Delaware limited partnership and the investment manager of Slate Path Master Fund LP (the "Master Fund"), a Cayman Islands exempted limited partnership, and SPB Master Fund LP, a Cayman Islands exempted limited partnership (the "SPB Master Fund", and, together with the Master Fund, the "Slate Path Funds"), with respect to the shares of common stock, par value $0.001 per share (the "Common Stock") of Tvardi Therapeutics, Inc. (the "Company"), directly held by the Slate Path Funds; and
(ii) David Greenspan ("Mr. Greenspan"), the managing partner of Jades GP, LLC, a Delaware limited liability company and the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Slate Path Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons".
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities and Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 717 Fifth Avenue, 16th Floor, New York, NY 10022.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Greenspan is a citizen of the United States.
(d)
Title of class of securities:
Common stock, par value $0.001 per share
(e)
CUSIP No.:
140755307
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 9,360,904 shares of Common Stock outstanding as of May 8, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 13, 2025.
(b)
Percent of class:
7.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Slate Path Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. The Master Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the shares of Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Slate Path Capital LP
Signature:
/s/ Thomas Hansen
Name/Title:
By: Jades GP, LLC, General Partner, By: Thomas Hansen, Chief Financial Officer and Chief Operating Officer
Date:
08/14/2025
David Greenspan
Signature:
/s/ Jim Feeney
Name/Title:
Jim Feeney, Attorney-In-Fact*
Date:
08/14/2025
Exhibit Information
* Pursuant to a Power of Attorney, dated as of July 31, 2020, attached hereto as Exhibit 99.2.
How many Tvardi Therapeutics (TVRD) shares do Slate Path Capital LP and David Greenspan report owning?
They report beneficial ownership of 704,118 shares, representing 7.5% of the outstanding common stock.
What basis was used to calculate the 7.5% ownership reported in the Schedule 13G?
The percentage is calculated using 9,360,904 shares outstanding as of May 8, 2025, per the company's reported figure.
Do the reporting persons claim sole voting or dispositive power over the reported TVRD shares?
No. The filing shows 0 shares with sole voting or dispositive power and 704,118 shares with shared voting and dispositive power.
Were the TVRD shares acquired to influence or change control of the issuer?
No. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
When was this Schedule 13G signed and filed by the reporting persons?
The signatures in the filing are dated 08/14/2025.
