UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number, including area code)
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:
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 | ||
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 |
On August 11, 2020, Trevena, Inc. (the “Company”) issued a press release announcing its intention to offer and sell shares of its common stock in an underwritten public offering. A copy of the press release is attached hereto as Exhibit 99.1.
ATM Program
In April 2019, the Company established an at-the-market sales program (the “ATM Program”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell through Wainwright, from time to time at the Company’s sole discretion, shares of its common stock, having an aggregate offering price of up to $50.0 million. From July 1, 2020 through July 14, 2020, the Company issued and sold approximately 4.4 million shares of common stock under the ATM Program with net offering proceeds of approximately $6.9 million.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press Release dated August 11, 2020 | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TREVENA, INC. | ||
Date: August 11, 2020 | By: | /s/ Barry Shin |
Barry Shin | ||
Senior Vice President & Chief Financial Officer |
Exhibit 99.1
Trevena Announces Proposed Public Offering of Common Stock
CHESTERBROOK, Pa., August 11, 2020 (GLOBE NEWSWIRE) -- Trevena, Inc. (Nasdaq: TRVN), a biopharmaceutical company focused on the development and commercialization of novel medicines for patients with by central nervous system (“CNS”) disorders, announced today that it intends to offer and sell shares of its common stock in an underwritten public offering. In addition, Trevena intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of its common stock offered in the public offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Guggenheim Securities, LLC is acting as lead book-running manager for the offering. Cantor Fitzgerald & Co. is also acting as a book-running manager for the offering.
The securities described above are being offered by Trevena pursuant to a registration statement previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement and accompanying prospectus relating to this offering will be filed with the SEC. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering may be obtained from Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017 or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the website of the SEC at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Trevena
Trevena, Inc. is a biopharmaceutical company focused on the development and commercialization of novel medicines for patients with CNS disorders. The Company has one approved product in the U.S., OLINVYK™ (oliceridine) injection, indicated in adults for the management of acute pain severe enough to require an intravenous opioid analgesic and for whom alternative treatments are inadequate. The Company also has four novel and differentiated investigational drug candidates: TRV250 for the acute treatment of migraine, TRV734 for maintenance treatment of opioid use disorder, and TRV027 for acute lung injury / abnormal blood clotting in COVID-19 patients. The Company has also identified TRV045, a novel S1P receptor modulator that may offer a new, non-opioid approach to treating a variety of CNS disorders.
Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for the Company, including statements regarding the Company’s expectations on the completion, timing and size of the proposed public offering and the anticipated use of proceeds therefrom, and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “objective,” “predict,” “project,” “suggest,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” or the negative of these terms or similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the commercialization of any approved drug product, the status, timing, costs, results and interpretation of the Company’s clinical trials or any future trials of any of the Company’s investigational drug candidates; the uncertainties inherent in conducting clinical trials; expectations for regulatory interactions, submissions and approvals, including the Company’s assessment of the discussions with the FDA or other regulatory agencies about any and all of its programs; uncertainties related to the commercialization of OLINVYK; available funding; uncertainties related to the Company’s intellectual property; uncertainties related to the ongoing COVID-19 pandemic, other matters that could affect the availability or commercial potential of the Company’s therapeutic candidates; and other factors discussed in the Risk Factors set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and in other filings the Company makes with the SEC from time to time. In addition, the forward-looking statements included in this press release represent the Company’s views only as of the date hereof. The Company anticipates that subsequent events and developments may cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, except as may be required by law.
For more information, please contact:
Investor Contact:
Dan Ferry
Managing Director
LifeSci Advisors, LLC
daniel@lifesciadvisors.com
(617) 430-7576
Company Contact:
Bob Yoder
SVP and Chief Business Officer
Trevena, Inc.
(610) 354-8840
Cover |
Aug. 11, 2020 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Aug. 11, 2020 |
Entity File Number | 001-36193 |
Entity Registrant Name | TREVENA, INC. |
Entity Central Index Key | 0001429560 |
Entity Tax Identification Number | 26-1469215 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 955 Chesterbrook Boulevard |
Entity Address, Address Line Two | Suite 110 |
Entity Address, City or Town | Chesterbrook |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19087 |
City Area Code | 610 |
Local Phone Number | 354-8840 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.001 par value |
Trading Symbol | TRVN |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
M 6#="G:%9PY\S:3R0?/KN@<
M<_B%T'KZ[)+?T9T )>LYDH<0[MDU7,F!Z$62G<1CFB[]U>RS:XG!YT3R3P)E
M!ATAZ*+;U&=7M?ZRL[?!=K;;S;W=O9=_>'Z6J/5;T_-4]=F#BL7S)T_OPZT#
M\[.1% -V6ABZ8#/T)WFZ_GIV=
\3C3B0;+/:+).KI/-I"MX! 1IN$F*J $ &L 8R4:K28
MS_SW+4N\F\<2VN0A*=Y#[V$%U+M%IL=VDQQ '!! W0X!CF00:D;YQVG.(BZ>
M>>UUBAG?RB9Q/^,Q/'+IB7*+UJ B- 'K# D(LR$^ =@:H1^*=UX05U.(\@R0
MRL$C=Q=Q+$]76OYSG3 R!<^"5>N6L0Z[3;(LPH!X@MT!%)7*#WH#J1ATR\)"
MY^0-!3[QC\[)4'1.@D;GY#WH+%]Y4.BB//0#
M*H)1+=KK-5QZ6.F0Q)_W]^2!"#4#8DEVV6=YN*>.JY !L:ZO\ 87Q[S@ZPT,
M L6WNH4N!U-4SP"MU)MH91;H-Y4)RG.Q?1N^ONM:;LG=>I?\M<(ID7O^"U!+
M P04 " "8@PM163?KRE8' X60 %0 '1R=FXM,C R,# X,3%?<')E
M+GAM;,V<2W/;-A#'[YWI=V"5LRS+3MO8L9NQ%2NCB1.[EI.TO60@
?-5AVDG3]ZXB=ZVYCTO+E2MK9X1*=]H7
M/@IJ3ZQOWKCV2]8&TJ.1FK8RX"T/P'\H232/VRO2K]RA[V5S5P-C-4OMNC[!
M!B#*5KX[FSV3UD_S;4WET=5;[=JNQ;YGVR&\TFFB= ;:<5_7Q72Z$[C#CKJR
M:$V8=A4UTS$7FY@/M3*KYQ-.IP;MCB:1\0DJY0AL)[/6WZ0%&W'OM'?(79/ 'XR-%H @2
M_RGEV!%52QJ'*RD+)AY@HG0-_EU+)/77E-2KM)'"_KM@VH(6"PSO V,D\M\I
MD0<4DE)_U$P:[BEAL!]:([G_07IS$M!("KX_!B%\YL