{"url_path":"/sec/tvrd/8-k/2026-07-17/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-17","source_url":"https://www.sec.gov/Archives/edgar/data/1346830/0001104659-26-084627-index.html","accession_number":"0001104659-26-084627","cik":"0001346830","ticker":"TVRD","issuer_name":"Tvardi Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1346830/0001104659-26-084627-index.html","primary_entity_key":"0001346830","primary_entity_name":"Tvardi Therapeutics, Inc."},"word_count":459,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n** **\n\nAs previously reported, on May 1, 2026, Tvardi\nTherapeutics, Inc. (the “**Company**”) entered into a Capital on Demand™ Sales\nAgreement (the “**Sales Agreement**”) with JonesTrading Institutional Services LLC (“**Jones**”),\npursuant to which the Company may offer and sell from time to time, at its option through Jones, shares of the Company’s\ncommon stock, $0.001 par value per share (the “**Shares**”). The Shares were\nissued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-295496), which became effective on May 12,\n2026, and the sales agreement prospectus included therein (the “**Sales Agreement Prospectus**”) registering the\noffer 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.\n\n \n\nOn July 17, 2026, the Company filed a prospectus\nsupplement (the “**Prospectus Supplement**”) amending and supplementing the Sales Agreement Prospectus to reflect\nan 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\nthe Company’s common stock, in addition to any amounts previously sold by the Company.\n\n \n\nThe Company is subject to General Instruction I.B.6\nof Form S-3, often referred to as the “baby shelf” rule, which limits the amounts that the Company may sell under the registration\nstatement of which the Prospectus Supplement forms a part. The aggregate market value of the Company’s common stock held by non-affiliates\npursuant to General Instruction I.B.6 of Form S-3 is $62,208,945, which was calculated based on 12,441,789\nshares 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\nprice 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\nSupplement, the Company sold an aggregate of 3,110,769 shares of common stock for an aggregate offering price of approximately $11.0 million\nin gross proceeds under the Sales Agreement Prospectus. No additional common stock will be sold under the Sales Agreement Prospectus following\nthe date of the Prospectus Supplement.\n\n \n\nA copy of the legal opinion of Cooley LLP relating\nto the validity of the additional Shares of common stock being offered pursuant to the Sales Agreement and the Prospectus Supplement is\nfiled as Exhibit 5.1 to this Current Report on Form 8-K.\n\n \n\nThis Current Report on Form 8-K shall not constitute\nan offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale\nof the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such state or other jurisdiction."}