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   919 Third Avenue

New York, NY 10022

212 935 3000

mintz.com

January 24, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

  Attention:
  Jessica Dickerson

  Joshua Gorsky

  Re:
  Cara Therapeutics, Inc.

  Registration Statement on Form S-4

  Filed December 18, 2024

  File No. 333-283900

Ladies and Gentlemen:

This letter sets forth the
response of Cara Therapeutics, Inc. (the “Company”) to the comments of the staff of the Division of Corporate
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter dated January 15, 2025, with respect to the above referenced Registration Statement on Form S-4 (the
 “Registration Statement”).

Concurrently with the submission
of this letter, the Company is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Amended Registration
Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Amended
Registration Statement.

Set forth below is the Company’s response
to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter in italics.

Boston    Los
Angeles    MIAMI    New York    San Diego    San Francisco    toronto    Washington

Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

MINTZ

    January 24, 2025

Page 2

Registration Statement on Form S-4

Cover Page

 1. In the Notice of Special Meeting of Stockholders, the description of Proposal 1 appears to contemplate
the approval of two different actions. Specifically, it appears to contemplate (i) approval of the issuance of shares and (ii) approval
of the change of control. Please revise the description of the proposal to clarify, if true, that Proposal 1 covers one action (i.e.,
the issuance of shares), which will (i) represent more than 20% of the shares of your common stock outstanding immediately prior
to the Merger and (ii) result in a change of control. Please make similar revisions throughout the proxy statement/prospectus as
appropriate. Alternatively, tell us why you do not believe these revisions are appropriate.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the description of Proposal 1 on the Cover Page and
throughout the Amended Registration Statement.

Questions and Answers about the Merger

What will Cara's stockholders and option holders
receive in the Merger?, page 4

 2. You state that, at the Effective Time, your outstanding options will be accelerated and that the number
of shares underlying such options will be adjusted based on the Reverse Stock Split. Please disclose whether the exercise price associated
with such options also will be adjusted based on the Reverse Stock Split.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the Cover Page and pages 2,
4, 20 and 185 of the Amended Registration Statement to state that the exercise price of the options also will be adjusted based on
the Reverse Stock Split.

How many votes are needed to approve each Cara
Proposal?, page 5

 3. Please disclose here the votes needed to approve the Reverse Stock Split Proposal.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 5 of the Amended Registration
Statement to state the vote needed to approve the Reverse Stock Split Proposal.

MINTZ

    January 24, 2025

Page 3

What are the material U.S. Federal Income Tax
consequences of the Merger to holders of Cara common stock?, page 5

 4. You state that there will be no material U.S. federal income tax consequences to your stockholders
as a result of the Merger. Please tell us what consideration you gave to disclosing any U.S. federal income tax consequences to your stockholders
resulting from the accelerated vesting of your outstanding restricted stock units at the Effective Time.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 5 of the Amended Registration
Statement to clarify that the U.S. federal income tax consequences to certain of the Company’s stockholders resulting from accelerated
vesting of RSUs at the Effective Time are not discussed in the Amended Registration Statement and encourages holders or beneficial owners
to consult their own tax advisors regarding any such consequences.

The Companies

Cara Therapeutics, Inc., page 10

 5. Please revise your disclosure to clarify whether Cara Therapeutics, Inc. intends to complete the
Asset Disposition if the Merger is not consummated.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 10 of the Amended Registration
Statement to clarify that the Company intends to complete the Asset Disposition if the Merger is not consummated subject to the receipt
of the requisite stockholder approval needed to approve the Asset Disposition in the event that the Merger is terminated.

Prospectus Summary

Merger Consideration and Exchange Ratio, page 15

 6. In the second paragraph, you state that you assume an amount of Conversion Shares of approximately
46,115,173 and that you expect you will issue approximately 46,115,173 shares of your common stock in the Merger. However, on page 188,
you state that you expect you will issue approximately 311,701,096 shares of your common stock in the Merger. Please revise your disclosures
as appropriate to reconcile this apparent inconsistency.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 16 of the Amended Registration
Statement to correct the number of shares of common stock expected to be issued in the Merger.

MINTZ

    January 24, 2025

Page 4

Support Agreements, page 17

 7. You state here that your officers and directors, and their affiliated funds that hold your common stock
and who collectively beneficially own approximately 1% of your common stock, entered into support agreements in favor of Tvardi relating
to the Merger. However, on page 101, you state that, as of December 1, 2024, your directors and executive officers owned approximately
4.2% of your common stock and that the directors and executive officers owning these shares are subject to support agreements. Please
revise your disclosures as appropriate to reconcile this apparent inconsistency. In addition, to the extent that only certain of your
officers, directors and their affiliates have entered into support agreements, as indicated on page 128, revise your disclosures
to identify which officers, directors and affiliates have entered into the support agreements.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 147 of the Amended Registration
Statement to clarify the percentage of the Company’s outstanding common stock owned by directors and executive officers that are
subject to support agreements.

 8. Please include disclosures here regarding the deficiency letters you received from Nasdaq, the current
status of your efforts to regain compliance with Nasdaq’s minimum stockholders’ equity and minimum closing bid price requirements,
the deadlines for regaining compliance with these requirements, and the risk that your shares could potentially be delisted if you are
not successful in timely regaining compliance with these requirements. Please also update the "Risk Factors" section to address
this risk and any other material risks related to the deficiency letters.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 10, 11, 232 and 233 of
the Amended Registration Statement to describe the deficiency letters received from Nasdaq, the Company’s efforts to regain compliance
and the risk of delisting if not successful in timely regaining compliance. The Company has also included a risk factor discussing such
material risks on pages 73 and 74 of the Amended Registration Statement.

The Merger

Background of the Merger, page 104

 9. We note your disclosure that from July through October 11, 2024, Cara management negotiated
a term sheet with CSL Vifor regarding "a potential asset disposition and the treatment of the HCR obligations." Please revise
your disclosure to explain how Cara management identified CSL Vifor as a potential counterparty to the asset disposition.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 151 of the Amended Registration
Statement to explain how Cara management identified CSL Vifor as a potential counterparty to the asset disposition.

MINTZ

    January 24, 2025

Page 5

 10. On page 108, you disclose that Tvardi sent you a revised term sheet on November 1, 2024 that,
among other things, modified your net cash closing condition to $20 million. You then state that Tvardi sent you a further revised term
sheet on November 2, 2024 that, among other things, modified your net cash closing condition to $18 million. Please clarify whether
there were any intervening events between these two deliveries that led to delivery of the further revised term sheet from Tvardi on November 2,
2024.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 155 of the Amended Registration
Statement to clarify the events that led to the delivery of the further revised term sheet from Tvardi on November 2, 2024.

Cara Reasons for the Merger, page 111

 11. In addition to your reasons for the Merger, please also disclose Tvardi’s reasons for the Merger.
Refer to Item 4(a)(2) of Form S-4.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 160, 161 and 162 of the
Amended Registration Statement to add Tvardi’s reasons for the Merger.

Opinion of Cara's Financial Advisor, page 114

 12. In the third and fourth bullet points on page 115, you state that, in arriving at the Piper Sandler
Opinion, Piper Sandler reviewed and analyzed certain information furnished to Piper Sandler by your management, including financial forecasts
related to both your business and Tvardi. However, it appears that only your management liquidation analysis is disclosed in the proxy
statement/prospectus. Please disclose the other forecasts and projections you provided to Piper Sandler that Piper Sandler used to reach
its fairness determination or tell us why you do not believe such disclosure is required.

Response:
Cara respectfully acknowledges the Staff’s comment. As noted in the proxy statement/prospectus, Piper Sandler reviewed and analyzed
certain information regarding Cara furnished to Piper Sandler, including management prepared internal financial forecasts with respect
to the estimated monthly cash expenditures and receipts of Cara from November 2024 until a projected closing date of March 31,
2025 (the “Cara Financial Forecasts”). Cara respectfully confirms to the Staff that, as now disclosed on pages 176
and 177 under the section titled “Certain Cara Unaudited Financial Projections” of the Amended Registration Statement, the
material portions of the information in the Cara Financial Forecasts have been added to the proxy statement/prospectus.

MINTZ

    January 24, 2025

Page 6

Cara respectfully advises the Staff
that only the Cara Financial Forecasts have been added to the proxy statement/prospectus because the internal financial forecasts with
respect to Tvardi furnished to Piper Sandler by management of Cara for the periods between December 2024 and December 2026 (the
 “Tvardi Financial Forecasts”) are not material to the stockholders of Cara and Tvardi in connection with their
consideration of the Merger. As disclosed on page 164 under the section titled “Opinion of Cara’s Financial Advisor”
of the Amended Registration Statement, Piper Sandler did not perform a discounted cash flow analysis of Tvardi because managements of
Cara and Tvardi advised Piper Sandler that Tvardi did not have, and could not reasonably be expected to prepare, current and reliable
financial forecasts regarding Tvardi’s future financial performance for a sufficient period of time that would allow Piper Sandler
to perform a discounted cash flow analysis.

The Tvardi Financial Forecasts were
instead prepared by Tvardi’s management in connection with the Merger at the request of Cara for due diligence purposes. The Tvardi
Financial Forecasts were then furnished by Tvardi to Cara and Piper Sandler as background information. The Tvardi Financial Forecasts
did not affect the consideration offered to Tvardi stockholders or otherwise influence any other material terms of the proposed transaction,
and such financial forecasts were neither prepared by Tvardi’s management nor furnished by Tvardi to Cara and subsequently, by Cara,
to Piper Sandler with the purpose of affecting the total mix of information made available to stockholders of Cara and Tvardi.

Moreover, the assumptions underlying
the Tvardi Financial Forecasts (as with most modeling and forecasting of the future in the biopharmaceutical industry) were highly speculative
in nature and the information therein was used to provide a wide range of possible results, none of which were relied upon by the Cara
Board as definitive or likely to reflect the results that would actually be achieved over the course of the forecasted periods. The Tvardi
Financial Forecasts were not considered by the Cara Board in its evaluation of the proposed transaction.

For these reasons, Cara respectfully
submits that the disclosure of the Tvardi Financial Forecasts is not (i) necessary because the proxy statement/prospectus already
provides a fair summary of the material information and the resulting analyses underlying the Piper Sandler Opinion or (ii) material
to an investor’s decision to approve the Merger and related matters. Furthermore, given the highly speculative nature of the assumptions
underlying the forecasts, the risk that investors will rely on the Tvardi Financial Forecasts if disclosed far outweigh any potential
benefits. Accordingly, Cara respectfully submits that disclosure of the Tvardi Financial Forecasts in the proxy statement/prospectus is
not required.

MINTZ

    January 24, 2025

Page 7

 13. On page 125, you state that, since January 1, 2022, Piper Sandler had no material relationships
with, and did not receive any fees for investment banking services from, Cara, Tvardi or their respective affiliates, except for a proposed
financing which was later abandoned. Please revise your disclosure to identify which party engaged Piper Sandler for the proposed financing
and to describe and quantify any compensation Piper Sandler received, or will receive, as a result of the relationship. Refer to Item
4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 173 of the Amended Registration
Statement to state that Piper Sandler did not enter into an engagement letter with Cara or Tvardi with respect to the abandoned proposed
financing and has not, and does not expect to, receive any compensation relating to such proposed financing.

Proposal No. 4 (The Reverse Stock Split
Proposal)

Purpose, page 180

 14. You briefly outline a few purposes for the Reverse Stock Split Proposal. Please also address the following:

 · Disclose that there can be no guarantee or assurances that the Reverse Stock Split will have the intended
effects.

 · With respect to the second bullet point, identify the approximate number of additional shares you anticipate
you will need to complete the Merger. In addition, clarify here whether you believe the Reverse Stock Split on its own will result in
a