Tvardi Therapeutics 擴大按市價發售計劃，額外增發約970萬美元股份

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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)
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