Stockholders' Equity (Deficit)

3 Months Ended

Mar. 31, 2026

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)

8.Stockholders’ Equity (Deficit)

Preferred Stock

As of March 31, 2026, the Company had 5,000,000 shares of preferred stock authorized, $0.001 par value, pursuant to its amended and restated certificate of incorporation which was assumed in connection with the Merger Agreement in April 2025. However, no such shares were issued or outstanding as of March 31, 2026 or December 31, 2025.

Common Stock

As of March 31, 2026 and as a result of the Merger, the Company’s amended and restated certificate of incorporation authorized the issuance of 150,000,000 shares of $0.001 par value common stock, of which 9,381,344 shares were issued and outstanding.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board, if any. As of March 31, 2026, no dividends were declared.

Redeemable Convertible Preferred Stock

As of March 31, 2025, Legacy Tvardi had issued Series A preferred stock and Series B preferred stock (the Preferred Stock) and classified the Preferred Stock as temporary equity since the shares had redemption features that were not entirely within the control of Legacy Tvardi. Upon the closing of the Merger in April 2025, Legacy Tvardi’s Preferred Stock converted into 3,963,910 shares of the Company’s common stock. As a result, there was no Preferred Stock remaining as of March 31, 2026 and December 31, 2025.