Sec Form 13G Filing - Vifor (International) Ltd filing for CARA THERAPEUTICS INC (CARA) - 2023-07-25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Cara Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

140755109

(CUSIP Number)

July 25, 2023

(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)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Preliminary Note

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13G initially filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2020, and amended by Amendment No. 1 on October 21, 2021 (as so amended, the “Schedule 13G”), by each of Vifor (International) Ltd., an entity formed under the laws of Switzerland (“Vifor (International)”), Vifor Fresenius Medical Care Renal Pharma Ltd., an entity formed under the laws of Switzerland (“VFMCRP”), and Vifor Pharma Ltd., an entity formed under the laws of Switzerland (“Vifor Pharma” and, collectively with Vifor (International) and VFMCRP, the “Vifor Companies”), relating to the shares of common stock, par value $0.001 per share (“Common Stock”), of Cara Therapeutics, Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed to report the acquisition of beneficial ownership of Common Stock by CSL Limited, an Australian public limited company (“CSL” and, together with the Vifor Companies, the “Reporting Persons”), as a result of its acquisition, indirectly, of 100% of the equity interests in Vifor Pharma and, in turn, 100% of the equity interests in Vifor (International) and 55% of the equity interests in VFMCRP, which were indirectly owned by Vifor Pharma, on August 9, 2022. As a result of the merger of Vifor Pharma into Vifor Pharma Participations Ltd. (“Vifor Participations”) pursuant to a merger agreement, dated May 11, 2023, as of the date of this Amendment, (i) CSL indirectly owns 100% of the equity interests in Vifor (International) and 55% of the equity interests in VFMCRP through its indirect ownership of 100% of the equity interests in Vifor Participations, and (ii) Vifor Pharma no longer beneficially owns any Common Stock. Vifor Pharma is filing this Amendment solely to report that it has ceased to be the beneficial owner of more than 5% of the Common Stock referred to herein. Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13G. Except as otherwise provided herein, each Item of the Schedule 13G remains unchanged.

Item 2(a) is hereby amended and restated in its entirety to read as follows:

Vifor (International) Ltd.

Vifor Fresenius Medical Care Renal Pharma Ltd.

Vifor Pharma Ltd.

CSL Limited

The foregoing persons are collectively referred to herein as the “Reporting Persons.” This Schedule 13G is being filed jointly by the Reporting Persons pursuant to an agreement of joint filing, a copy of which is attached hereto as Exhibit B.

Item 2(b) is hereby amended and restated in its entirety to read as follows:

The address of the principal business office of each of the Vifor Companies is:

Rechenstrasse 37

CH-9014, St. Gallen

Switzerland

The address of the principal business office of CSL is:

655 Elizabeth Street

Melbourne VIC, 3000 (AU)

Item 2(c) is hereby amended and restated in its entirety to read as follows:

The place of organization of each of the Vif or Companies is Switzerland.

The place of organization of CSL is Australia.

Item 4 is hereby amended and restated in its entirety to read as follows:

As of the date of this filing, the Reporting Persons’ respective beneficial ownership was as follows:

Amount beneficially owned: 7,396,770 shares

Percent of class: 13.7%

Sole voting power: 0 shares

Shared voting power: 7,396,770 shares

Sole dispositive power: 0 shares

Shared dispositive power: 7,396,770 shares

Amount beneficially owned: 6,221,943 shares

Percent of class: 11.5%

Sole voting power: 0 shares

Shared voting power: 0 shares

Sole dispositive power: 0 shares

Shared dispositive power: 0 shares

Amount beneficially owned: 0 shares

Percent of class: 0%

Sole voting power: 0 shares

Shared voting power: 0 shares

Sole dispositive power: 0 shares

Shared dispositive power: 0 shares

Amount beneficially owned: 7,396,770 shares

Percent of class: 13.7%

Sole voting power: 0 shares

Shared voting power: 7,396,770 shares

Sole dispositive power: 0 shares

Shared dispositive power: 7,396,770 shares

Item 5 is hereby amended and restated in its entirety, with respect to Vifor Pharma, to read as follows:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒

Item 8 is hereby amended and restated in its entirety to read as follows:

See Exhibit A hereto.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

SIGNATURES

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.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).