Preliminary Proxy Statement |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
Definitive Proxy Statement |
Definitive Additional Materials |
Soliciting Material under §240.14a-12 |
Trevena, Inc. | ||
(Name of Registrant as Specified in Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
No fee required. |
Fee paid previously with preliminary materials. |
☐ | Fee computed on table | |
July 6, 2021
● | Proposal 1: |
● | Proposal 2: the adjournment of the Special Meeting to |
Trevena has had a transformational year with
Sincerely, | |
Carrie L. Bourdow | |
President and Chief Executive Officer | |
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS |
Date and Time: |
Thursday, September 8, 2022 at 8:30 a.m. Eastern Time |
Place: | The Special Meeting will be held virtually at the following website: http://www.virtualshareholdermeeting.com/ |
Items of Business: | Proposal 1: . Proposal 2:
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Record Date: |
Friday, July 29, A list of stockholders of the Company entitled to vote at the Special Meeting will be available for inspection by any stockholder of record upon request during the 10-day period immediately prior to the date of the Special Meeting. The list will be available during the Special Meeting for inspection by stockholders of record for any legally valid purpose related to the Special Meeting at http://www.virtualshareholdermeeting.com/ |
Proxy Voting: | Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone (1-800-690-6903), by using the Internet (www.proxyvote.com), or, if you received a proxy card or instruction form, by completing, dating, signing and returning it by mail. For instructions on voting, please see Questions and Answers about the Special Meeting and Voting beginning on page 2. |
July 6, 2021
By order of the Board of Directors, | |
Joel Solomon Corporate Secretary |
EACH STOCKHOLDER IS URGED TO VOTE BY: A) COMPLETING, SIGNING AND RETURNING THE PROXY CARD IN PROVIDED ENVELOPE, OR B) VOTING VIA THE INTERNET AT WWW.PROXYVOTE.COM OR VIA TELEPHONE 1-800-690-6903 (DESCRIBED IN THE NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS) ANY STOCKHOLDER THAT VIRTUALLY ATTENDS THE SPECIAL MEETING MAY REVOKE ANY PROXY AND VOTE THE SHARES OVER THE INTERNET DURING THE SPECIAL MEETING. |
SEPTEMBER 8, 2022
www.proxyvote.com.
● | Date and time of the Special Meeting of Stockholders; |
● | How to access the virtual Special Meeting; |
● | How to vote via the internet during the Special Meeting if you have not voted prior to the meeting; |
● | An identification of the matters to be acted on at the Special Meeting; and |
● | The recommendation of our Board of Directors regarding those matters. |
TABLE OF CONTENTS |
INFORMATION ABOUT THE SPECIAL MEETING |
Meeting.
vote your shares after you have viewed the proxy materials; and |
select a future delivery preference of paper or electronic copies of the proxy materials. |
We encourage you to take advantage of the availability of the proxy materials electronically to help reduce the environmental impact of the Special Meeting. |
INFORMATION ABOUT THE SPECIAL MEETING (CONTINUED) |
Proposal | Description | Board’s Vote Recommendation | Page |
1 | Approval of a reverse stock split of our issued and outstanding shares of common stock at a ratio of one (1) share of common stock for every four (4) shares of common stock (the “Reverse Stock Split”), to be effected through an amendment to our amended and restated certificate of incorporation (as amended, the “Restated Certificate”), such amendment to be effected after stockholder approval thereof only in the event the Board of Directors still deems it advisable.
| Vote FOR | 6 |
2 | Approval to decrease the number of authorized shares of common stock from 200,000,000 to 100,000,000 (the “Authorized Share Reduction”), contingent upon and concurrent with the Reverse Stock Split, to be effected through an amendment to the Restated Certificate. | Vote FOR | 14 |
Proposal | Description | Board’s Vote Recommendation | Page |
1 | An amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-25, at any time prior to December 19, 2022, with the exact ratio to be set within that range at the discretion of our Board of Directors, without further approval or authorization of our stockholders. | Vote FOR | 8 |
2 | The adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1. | Vote FOR |
Proposal 1, the Reverse Stock Split Proposal or Proposal 2, the Adjournment Proposal.
INFORMATION ABOUT THE SPECIAL MEETING (CONTINUED) |
A majority
The following table summarizes
INFORMATION ABOUT THE SPECIAL MEETING (CONTINUED) |
Proposal Number | Summary Description | Vote Required for Approval | Effect of Abstentions | Effect of Broker Non- Votes | ||||
1 |
| An amendment to our Amended and Restated Certificate of | Majority of the voting power of the outstanding shares | Counted “against” | Shares may be voted by brokers in their discretion, and any non-votes will have the effect of a vote counted “against” the | |||
2 | The adjournment of the | Majority of the votes represented by shares | Counted “against” | Shares may be voted by brokers in their discretion, and any non-votes will not have an effect on the |
● | Meet certain listing requirements of The Nasdaq Capital Market; |
● | Appeal to a broader range of investors to generate greater interest in the Company; and |
● | Improve perception of our common stock as an investment security. |
● | “FOR” approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-25, at any time prior to December 19, 2022, with the exact ratio to be set within that range at the discretion of the Board of Directors without further approval of the Company’s stockholders; and |
● | “FOR” approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1. |
INFORMATION ABOUT THE SPECIAL MEETING (CONTINUED) |
● | Over the Internet (before the Special Meeting). Vote at www.proxyvote.com. The Internet voting system is available 24 hours a day until 11:59 p.m. Eastern Time on |
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By telephone.Use the telephone number shown on your proxy card, 1-800-690-6903. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern Time on |
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By mail.If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. If you received only a notice of Internet availability but want to vote by mail, the notice includes instructions on how to request a paper proxy card. For your mailed proxy card to be counted, we must receive it before 8:30 a.m. Eastern Time on |
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Over the Internet (during the Special Meeting).Attend, or have your personal representative with a valid legal proxy attend, the virtual Special Meeting by logging in to http://www.virtualshareholdermeeting.com/ | ||
INFORMATION ABOUT THE SPECIAL MEETING (CONTINUED) |
The Proposals are considered to be “routine” matters, and as a result, your broker or nominee may vote your shares in its discretion for the Proposals even in the absence of your instruction.
Enter new instructions by telephone or Internet voting before 11:59 p.m. Eastern Time on |
Send a new proxy card with a later date than the card submitted earlier. We must receive your new proxy card before 8:30 a.m. Eastern Time on |
Write to the Corporate Secretary at the address listed on page |
Vote over the internet during the Special Meeting (or have a personal representative with a valid proxy vote). Note that simply attending the Special Meeting without voting will not, by itself, revoke your proxy. |
Submit new voting instructions in the manner and by the time limit provided by your bank, broker or other custodian; or |
Contact your bank, broker or other custodian to request a proxy to vote over the internet during the Special Meeting. | ||
INFORMATION ABOUT THE SPECIAL MEETING (CONTINUED) |
Thursday, September 8, 2022.
IMPORTANT INFORMATION IF YOU PLAN TO VIRTUALLY ATTEND THE SPECIAL MEETING
You must be able to show that you owned Trevena common stock on the record date, June 29, 2021, in order to gain admission to the Special Meeting.
When you log in to
IMPORTANT INFORMATION IF YOU PLAN TO VIRTUALLY ATTEND THE SPECIAL MEETING |
You must be able to show that you owned Trevena common stock on the record date, July 29., 2022, in order to gain admission to the Special Meeting. |
When you log in to http://www.virtualshareholdermeeting.com/TRVN2022SM, you will be required to enter the 16-digit control number contained on your proxy card that evidences that you are a stockholder of record. Registration for the Special Meeting will begin at 8:15 a.m. Eastern Time on September 8, 2022. |
The primary goal of the Reverse Stock Split is to increase the per share market price of our common stock to meet the minimum per share bid price requirements for continued listing on The Nasdaq Capital Market. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reverse Stock Split is not intended to modify the rights of existing stockholders in any material respect.
proceed in light of, among other things, our ability to increase the trading price of our common stock to meet the minimum stock price standards of The Nasdaq Capital Market without effecting the Reverse Stock Split, the per share price of the common stock immediately prior to the Reverse Stock Split and the expected stability of the per share price of the common stock following the Reverse Stock Split. If the Board of Directors determines that it is in the best interests of the Company and its stockholders to effect the Reverse Stock Split, it will hold a Board of Directors meeting to determine the ratio of the Reverse Stock Split. For additional information concerning the factors the Board of Directors will consider in deciding whether to effect the Reverse Stock Split, see “Determination of the Reverse Stock Split Ratio” and “Board Discretion to Effect the Reverse Stock Split” below.
PROPOSAL 1: APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED) |
Aligning Outstanding Sharesus; and (iv) will help us leverage strategic opportunities that will benefit the Company and our stockholders.
Requirement for Continuing Listing on The Nasdaq Capital Market
In addition, as of year end 2020, the constituent companies in the Russell 2000 Index had an average and median price per share of approximately $35/share and $22/share, respectively. We expectbelieve that the Reverse Stock Split, will better alignif necessary, is our outstanding share count and our pricebest option to meet the criteria to satisfy the minimum per share to our peer companies, and position us wellbid price requirement for long term growth.
Attracting Institutional and Individual Investors
Institutional Investors. We have made recent progress attracting institutional ownership, as evidenced by our June 2021 inclusion incontinued listing on The Nasdaq Capital Market. The Nasdaq Capital Market requires, among other criteria, that the Russell 2000®, Russell 3000® and Russell Microcap indexes®. We intend to continue this focus and believeCompany maintain of a continued price of at least $1.00 per share. On the low per share marketrecord date, the last reported sale price of our common stock impairs its marketabilityon The Nasdaq Capital Market was $0.248 per share. On December 21, 2021, we received a deficiency letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), notifying us that, for the last 30 consecutive business days, the closing bid price for our common stock was below the minimum $1.00 per share required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were given 180 calendar days, or until June 20, 2022 (“Compliance Date”), to regain compliance with Rule 5550(a)(2). On June 20, 2022, we applied for an extension of the Compliance Date, as permitted under the original notification. In the application, we indicated that we met the continued listing requirement for market value of publicly-held shares and acceptance by, institutional investorsall other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum closing bid price, and creates a negative impressionprovided written notice of our Company. Theoretically, decreasingintention to cure the numberdeficiency during the second compliance period of sharesan additional 180 days by effecting a reverse stock split, if necessary. On June 21, 2022, we received notification from Nasdaq that the date to achieve compliance has been extended an additional 180 days until December 19, 2022 (the “Second Compliance Date”). As of the date of this Proxy, we were not in compliance with Rule 5550(a)(2). If we do not regain compliance with Rule 5550(a)(2) by the Second Compliance Date and are not eligible for an additional compliance period at that time, the Nasdaq staff will provide written notification to us that our common stock outstanding should not, by itself, affect the marketability of the shares, the type of investor who wouldwill be interestedsubject to delisting. A decrease in acquiring them, or our reputation in the financial community. In practice, however, many investors, brokerage firms and market makers consider low-priced stocks as unduly speculative in nature and, as a matter of policy, avoid investment and trading in such stocks. We believe that reducing the number of outstanding shares of our common stock will,resulting from the Reverse Stock Split should, absent other factors, increaseassist in ensuring that the per share market price of our common stock removingremains above the requisite price for continued listing. However, we cannot provide any actual or perception-based restrictions on investment inassurance that our Company.
Brokerages and Individual Investors. Certain policies and practicesminimum bid price would remain over the minimum bid price requirement of brokerage firms restrict our current shareholders’ access to capital by limiting the availability of margin based on equities under a certain threshold, generally $3.00 to $5.00 per share. In addition, the structure of trading commissions also tends to have an adverse impact upon holders of low-priced stock because the brokerage commission on a sale of low-priced stock generally represents a higher percentage of the sales price than the commission on a relatively higher-priced issue. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. The presence of these factors may be adversely affecting, and may continue to adversely affect the pricing of our common stock.
We expect that the anticipated increase in the price per share as a result ofNasdaq Capital Market following the Reverse Stock Split will encourage greater interest in our common stock by institutional investors, individual investors, the financial community and business development partners; help us attract and retain employees; help us raise additional capital through the sale of stock in the future if needed; and promote greater liquidity for our stockholder with respect to those shares presently held by them.
The Board believes that stockholder adoption of the Reverse Stock Split is in the best interests of the Company. In determining that the Reverse Stock Split is advisable and in the best interests of the Company and its stockholders, the Board considered, among other things, factors such as:
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Split.
PROPOSAL 1: APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED) |
However, notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, the Board of Directors will have the sole authority to elect whether or not and when to file the Certificate of Amendment to effect the Reverse Stock Split; provided, however, the implementation of such amendment shall be before December 19, 2022. required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid. 1. outcome of this proposal164.5165,681,085 million shares of common stock outstanding as of JuneJuly 29, 2021,2022, the Board has reserved 24.330,781,586 million shares for issuance upon exercise of outstanding options and warrants, vesting of outstanding restricted stock units, and under our equity incentive, inducement and employee stock purchase plans. Without implementing the ProposalsReverse Stock Split Proposal set forth in this Proxy Statement, this leaves 11.23,537,329 million shares of our authorized common stock available for future issuance.Potential Near-Term Opportunities Requiring Financial Flexibility to PursueWe reported cash and equivalents of approximately $97.7 million as of March 31, 2021, sufficient to fund our currently planned operations through the fourth quarter of 2022. Our projected use of capital, however, does not incorporate a broad range of potential near-term opportunities that may require additional investment, including:•Expanded Commercial Efforts. To the extent our early launch efforts, or certain components of our launch, demonstrate greater traction than expected, we would seek to increase investment in those areas to enhance our long term prospects. •Business Development Opportunities. We are currently in discussion with counterparties regarding products that would complement OLINVYK, enabling us to leverage our existing commercial infrastructure, and new opportunities arise from time to time. Such business development activities could accelerate our path to profitability.•Preparation for TRV027 Advancement. Multiple world-class organizations are studying TRV027 for COVID 19 related lung injury and blood clotting. Should these studies demonstrate proof of concept or efficacy, we would seek to advance TRV027 expeditiously. While the trials are funded by our partners, we may also seek to conduct certain preparatory activities in anticipation of positive results.•Advancement of TRV045. We currently plan to study TRV045 in diabetic neuropathic pain. TRV045 is also being studied by our partner, the NIH, for potential use in epilepsy and seizure-related indications. If data is supportive, we may choose to advance TRV045 in other pain- or seizure-related indications.•Additional progress with TRV250 and TRV734. Studies for both TRV250 and TRV734 were paused in 2020 due to the global pandemic. In June 2021, we announced our partner for TRV734, NIDA, had resumed the study. NIDA is funding the ongoing study, but we may seek to advance TRV734 following positive data, or to advance the development of TRV250.We believe the Reverse Stock Split and concurrent Reduction in Authorized Shares is important to the continued long term growth of the Company. The potential effects of non-approval of these proposals include reduced interest from institutional and individual investors, and resulting impaired access to both debt and equity capital. We expect this may further reduce our competitiveness in business development discussions, and interest from potential partners and collaborators for OLINVYK and our pipeline candidates. the stockholders approve the proposal to authorize the Board to implement the Reverse Stock Split is effected, it will reduce the total number of issued and the Board implements the Reverse Stock Split, we will amend the Restated Certificate in the manner set forth in Appendix A. By approving this amendment, stockholders will approve converting four (4)outstanding shares of common stock, into one (1) shareincluding any shares held by the Company as treasury shares, by a Reverse Stock Split ratio of common stock. Based on 164.5 million1-for-2 to 1-for-25. Accordingly, each of our stockholders will own fewer shares of common stock issued and outstanding as a result of the Record Date, immediately following the Reverse Stock Split, the Company would have 41.1 million shares of common stock issued and outstanding.AsSplit. However, as explained above, the Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of common stock and the 1-for-4 reverse split ratio will be the same for all issued and outstanding shares of common stock. The Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split results in any of our stockholders receiving a cash payment in lieu of owning a fractional share, as described in the section titled “Fractional Shares” below. Common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split will not affect the Company’s continuing obligations under the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act. Following the Reverse Stock Split, our common stock will continue to be listed on The Nasdaq Capital Market, under the symbol “TRVN,” although it would receive a new CUSIP number.1-for-4 reverse split ratio, and, if applicable, the exercise or conversion price per share will be proportionately increased based on the 1-for-4 reverse split ratio, resulting in the same aggregate price being required to be paid therefor upon exercise or conversion thereof as was required immediately preceding the Reverse Stock Split. The number of shares of common stock issuable upon exercise or conversion of outstanding stock options, warrants and restricted stock awards will be rounded down to the nearest whole share and the exercise prices will be rounded up to the nearest cent, and no cash payment will be made in respect of such rounding. In addition, the number of shares of common stock reserved under the Company’s equity incentive plan and employee stock purchase plan will automatically be proportionately adjusted for the reverse stock split ratio, such that fewer shares will be subject to such plans.JuneJuly 29, 2021,2022, relating to our outstanding common stock based on the minimum and maximum reverse split ratio of 1-for-4,1-for-2 and 1-for-25, respectively, which is the ratio range that our stockholders are being asked to approve. The table sets forth (i) the number of shares of our common stock that would be issued and outstanding, (ii) the number of shares of our common stock that would be reserved for issuance pursuant to outstanding options, restricted stock units and warrants and (iii) the weighted-average exercise price of outstanding options and warrants, each giving effect to the Reverse Stock Split and based on securities outstanding as of JuneJuly 29, 2021.2022.
Before
Reverse
Stock Split
Ratio of 1-for-4Number of Shares of Common Stock Outstanding 164,508,838 41,127,210 Number of Shares of Common Stock Reserved for Issuance 24,332,237 6,083,059 Weighted-Average Exercise Price of Options $2.85 $11.38 Weighted-Average Exercise Price of Warrants $3.28 $13.12 After Reverse Stock Split (1) Authorized Common Stock 200,000,000 200,000,000 200,000,000 Common Stock Issued and Outstanding, as of the Record Date 165,681,085 86,840,543 6,947,243 Common Stock Reserved for Issuance (2) 30,781,586 11,390,793 911,263 Common Stock available for Issuance 3,537,329 101,768,665 192,141,493 Weighted-Average Exercise Price of Options $2.546 $5.09 $63.65 Weighted-Average Exercise Price of Warrants $0.531 $1.06 $13.26 ● AlthoughBoard believes that a higher stock price may help generate the interest of new investors, the Reverse Stock Split may not result in a per-share price that will successfully attract certain types of investors and such resulting share price may not satisfy the investing guidelines of institutional investors or investment funds. Further, other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the interest of new investors in the shares of our common stock. As a result, the trading liquidity of the shares of our common stock may not improve as a resultprincipal purpose of the Reverse Stock Split and there can be no assurance thatis to increase the Reverse Stock Split, if completed, will result in the intended benefits described above.●A Reverse Stock Split may result in some stockholder owning “odd lots”trading price of less than 100 shares ofour common stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots”meet the minimum stock price standards of even multiples of 100 shares.●The Nasdaq Capital Market. However, the Reverse Stock Split could be viewed negatively by the market and other factors, such as those described above, may adversely affect the market price of the shares of our common stock. Consequently, the market price per post-Reverse Stock Split shares may not increase in proportion to the reduction of the number of shares of our common stock outstanding before the implementation of the Reverse Stock Split. Accordingly, the total market capitalization of our shares of common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split. Any reduction in total market capitalization as the result of the Reverse Stock Split may make it more difficult for us to meet the Nasdaq Listing Rule regarding minimum value of listed securities, which could result in our shares of common stock being delisted from The Nasdaq Capital Market.1 ● Although the Board believes that a higher stock price may help generate the interest of new investors, the Reverse Stock Split may not result in a per-share price that will successfully attract certain types of investors and such resulting share price may not satisfy the investing guidelines of institutional investors or investment funds. Further, other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the interest of new investors in the shares of our common stock. As a result, the trading liquidity of the shares of our common stock may not improve as a result of the Reverse Stock Split and there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above. ● A Reverse Stock Split may result in some stockholder owning “odd lots” of less than 100 shares of common stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares. ● There can be no assurance that the market price of our common stock will not decrease in the future. ● our ability to maintain the listing of our common stock on The Nasdaq Capital Market; ● the per share price of our common stock immediately prior to the Reverse Stock Split; ● the expected stability of the per share price of our common stock following the Reverse Stock Split; ● the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of our common stock; ● prevailing market conditions; ● general economic conditions in our industry; and ● our market capitalization before and after the Reverse Stock Split. Delaware.Delaware or at the effective time set forth in the Reverse Stock Split Certificate of Amendment. The Board of Directors will determine the exact timing of the filing of the Certificate of Amendment based on its evaluation as to when the filing would be the most advantageous to the Company and its stockholders.atif the time of effectivenessReverse Stock Split is approved and effected, beginning on the effective date of the Reverse Stock Split, each four (4) issued and outstanding pre-Reverse Stock Split shares will, automatically and without any further action on the part of our stockholders, be combined into and become one (1) share of common stock, and each certificate which, immediately prior to the time of effectiveness represented pre-Reverse Stock Split shares, will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares.theThe Nasdaq Capital Market on the effective date of the Certificate of Amendment.PROPOSAL 1: APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED) The following summary does not address any U.S. state or local or any foreign tax consequences, any estate, gift or other non-U.S. federal income tax consequences, or the Medicare tax on net investment income.AsAssuming the Reverse Stock Split qualifies as a result,reorganization, a U.S. Holder generally should not recognize gain or loss upon the Reverse Stock Split, except with respect to cash received in lieu of a fractional share of our common stock, as discussed below. A U.S. Holder’s aggregate tax basis in the shares of our common stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis of the shares of our common stock surrendered (excluding any portion of such basis that is allocated to any fractional share of our common stock), and such U.S. Holder’s holding period in the shares of our common stock received should include the holding period in the shares of our common stock surrendered. Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the Reverse Stock Split. Holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.matterproposal, voting together as a single class, either in person or by proxy is required to approve the Certificate of Amendment to effectuate the Reverse Stock Split.Split Proposal. Abstentions and broker non-votes, if any, will count as votes AGAINST the Reverse Stock Split.The Board of Directors unanimously recommends that stockholders vote FOR the approval of a reverse split of the Company’s common stock as set forth in this Proposal 1, with a reverse split ratio of 1-for-4, to be effected through an amendment to our Amended and Restated Certificate of Incorporation.13 The Board of Directors is requesting stockholder approval to decreaseauthorizedvotes represented by shares of the common stock, from 200,000,000Series A Convertible Preferred Stock and Series B Convertible Preferred Stock present or represented and voting in favor of Proposal 1 is insufficient to 100,000,000 (the “Authorized Share Reduction”),approve the proposal or establish a quorum, our management may move to be effected through an amendmentadjourn the Special Meeting in order to enable our board of directors to continue to solicit additional proxies in favor of Proposal 1.Restated Certificate, such amendment being contingent uponholder of any proxy solicited by our board of directors to vote in favor of adjourning, postponing or continuing the Special Meeting and effected concurrent with the Reverse Stock Split. The Authorized Share Reduction would also entail a decrease in the authorized shares of capital stock from 205,000,000 to 105,000,000 shares.This amendment is contingent upon, and will be implemented only if, the Reverse Stock Split is approved by the stockholders and effected by the Board. In the event that the Authorized Share Reduction is approved but the Reverse Stock Split is not approved, the Board will abandon Proposal 2 and the proposed Authorized Share Reduction will not be implemented.any later adjournments. If our stockholders approve the Reverse Stock Splitadjournment, postponement or continuation proposal, we could adjourn, postpone or continue the Special Meeting, and any adjourned session of the Board choosesSpecial Meeting, to effect it,use the Board would decreaseadditional time to solicit additional proxies in favor of Proposal 1, including the solicitation of proxies from stockholders that have previously voted against the proposals. Among other things, approval of the adjournment, postponement or continuation proposal could mean that, even if proxies representing a sufficient number of authorized shares by filingvotes against Proposal 1 have been received, we could adjourn, postpone or continue the amendment to our Restated Certificate, which is set forth in Appendix A to this Proxy Statement.Reason for the Authorized Share ReductionAsSpecial Meeting without a matter of Delaware law, implementation of the Reverse Stock Split does not require a change in the total number of shares of common stock authorized under the Restated Certificate. If the Reverse Stock Split invote on Proposal 2 is approved by the stockholders1 and implemented by the Board of Directors, the Board believes, based on current information, that we will need fewer authorized shares of common stock to meet our projected capital stock needs for capital-raising transactions, issuance of equity-based compensation and, to the extent opportunities may arise in the future, strategic transactions that may involve our issuance of stock-based consideration.The proposed Authorized Share Reduction is also intended to conform to the requirements of certain entities that make recommendations to stockholders regarding proposals submitted by the Company and to ensure that the Company does not have, following implementation of the Reverse Stock Split, what some stockholders might view as an unreasonably high number of authorized but unissued shares of common stock. In the event that we need to increase our authorized shares of common stock in the future, we may, subject to stockholder approval, seek to amend the Restated Certificate to increase the number of authorized shares of common stock. In addition, the Board believes that the reduction in the number of authorized shares of common stock may also reduce certain of our costs, such as annual franchise taxes paid to the State of Delaware.As described above, because the proposed Authorized Share Reduction represents only a 50% reduction in our authorized shares of common stock and the Reverse Stock Split represents a four-fold reduction in our issued and outstanding common stock, the net effect of Proposals 1 and 2 will be to increase the number of shares of common stock available for issuance. However, the Board believes that the 1-for-4 reverse split ratio will appropriately balance the needs for available shares for capital raising, strategic transactions, and equity incentive awards with the desire to avoid having an unreasonably high number of authorized shares. The Board believes that the size of the increase in available shares is appropriate to provide for our long-term needs and is in line with most mature companies.Effects of the AmendmentThe Authorized Share Reduction (if it is approved by our stockholders at the Special Meeting) will not change any rights of any holder of our common stock as such decrease would only apply to unissued authorized common stock. Voting rights ofconvince the holders of the issued shares of common stock will remain the same.The proposed amendment to our Restated Certificate would decrease the total number of authorized shares of our common stock from 200,000,000those shares to 100,000,000 shares. It would also decrease the total authorized shareschange their votes to votes in favor of capital stock from 205,000,000 to 105,000,000 shares. However, the proposed amendment would not change any of the current rights and privileges of our common stock or any other class of capital stock or their respective par values.PROPOSAL 2: APPROVAL TO DECREASE AUTHORIZED SHARES (CONTINUED)In implementing the Reverse Stock Split and the Authorized Share Reduction, the Board intends to provide for an appropriate number of authorized shares available for issuance. However, the proposed Authorized Share Reduction could have adverse effects on us. As compared to if we undertook the Reverse Stock Split alone, we will have less flexibility to issue shares of common stock, including in connection with a potential merger or acquisition, other strategic transaction or follow-on offering if the number of authorized shares of our common stock is reduced. In the event that our Board of Directors determines that it would be in the best interests of the Company and its stockholders to issue a number of shares of common stock in excess of the number of then authorized but unissued and unreserved shares, we would be required to seek the approval of our stockholders to increase the number of shares of authorized common stock. If we are not able to obtain the approval of our stockholders for such an increase in a timely fashion, we may be unable to take advantage of opportunities that might otherwise be advantageous to us and our stockholders with respect to capital raising, hiring of key executive officers, strategic transactions or other matters.Dissenters’ RightsNo dissenters’ rights are available under the Delaware General Corporation Law or under our Restated Certificate or our Bylaws to any stockholder who dissents from this Proposal 2.Interests of Directors and Executive OfficersOur directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock.holders of a majority of the outstandingvotes represented by shares of our common stockpresent in person or represented by proxy and entitled to vote onthereon at the matter either in person or by proxySpecial Meeting is required to approve the Certificateadjournment of Amendmentthe Special Meeting to effectuatea later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1. Abstentions will be the Authorized Share Reduction. Abstentionsequivalent of votes against this proposal and broker non-votes if any, will count as votes AGAINSTnot have an effect on the Authorized Share Reduction.The Board of Directors unanimously recommends that stockholders vote FOR the approval of the reduction in our authorized sharesadjournment of common stock from 200,000,000the Special Meeting to 100,000,000,a later date or dates, if necessary or appropriate, to be effected through an amendmentsolicit additional proxies if there are insufficient votes to the Company’s Amended and Restated Certificate of Incorporation, such amendment contingent upon the Reverse Stock Split being approved and effected.adopt Proposal 1.15
OWNERSHIP OF TREVENA COMMON STOCK |
July 29,2022. 2022.JuneJuly 29, 20212022 about the amount of Trevena common stock beneficially owned by (1) all those known by us to be beneficial owners of more than five percent of our common stock; (2) each director and nominee for director;of our directors; (3) each named executive officer who remains an employee of the Company as of June 29, 2021;officer; and (4) all of the directors nominees and executive officers of the Company as of JuneJuly 29, 2021,2022, as a group. This table is based upon information supplied by officers and directors as of June 29, 2021. We are not aware of any beneficial owners of more than five percent of our common stock as of June 29, 2021.JuneJuly 29, 20212022 or that become exercisable within 60 days of JuneJuly 29, 2021.2022. Shares of common stock subject to such options are deemed outstanding for calculating the Percent of Class of the person holding these options but are not deemed outstanding for any other person. The Percent of Class shown below is based on 164,508,838165,681,085 shares outstanding on JuneJuly 29, 2021. Amount of
Beneficial
OwnershipPercent of
ClassNon-employee Directors and Nominees(1) Leon O. Moulder, Jr. (2) 333,939 * Scott Braunstein, M.D. 149,103 * Michael R. Dougherty 196,584 * Marvin H. Johnson, Jr. 9,907 * Jake R. Nunn(3) 176,114 * Anne M. Phillips, M.D. 180,714 * Barbara Yanni 181,964 * Named Executive Officers(4) Carrie L. Bourdow 1,952,304 1.2% Mark A. Demitrack, M.D. 506,744 * Scott Applebaum 137,916 * All Directors, Nominees and Executive Officers as a group, including those named above (12 Persons)(5) 4,486,702 2.7% 390,420 * Scott Braunstein, M.D. 222,680 * Michael R. Dougherty 265,161 * Marvin H. Johnson, Jr. 59,440 * 244,691 * Anne M. Phillips, M.D. 249,291 * Barbara Yanni 250,541 * Carrie L. Bourdow 2,683,737 1.6% Mark A. Demitrack, M.D. 747,503 * Barry Shin 612,735 * 6,329,617 3.6% * Represents beneficial ownership of less than 1%. (1) This table is based upon information supplied by officers, directors and stockholders known by us to be beneficial owners of more than five percent of our common stock as well as Schedules 13G or 13D and Section 16 reports filed with the SEC. We have not independently verified such information. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe each of the stockholders named in this table has sole voting power with respect to the common stock indicated as beneficially owned. Applicable percentages are based on 165,681,085 shares outstanding on June 29, 2022. (1)(2) Includes shares of common stock issuable upon the exercise of options exercisable within 60 days after JuneJuly 29, 20212022 in the amount of 183,939240,420 for Mr. Moulder; 149,103 for Dr. Braunstein; 189,584258,161 for Mr. Dougherty; 9,90759,440 for Mr. Johnson; 171,843240,420 for Mr. Nunn; 180,714249,291 for Dr. Phillips;Phillips, 222,680 for Dr. Braunstein, and 180,714249,291 for Ms. Yanni.(2)(3)Includes 100,000 shares of common stock held by the Sharon L. Moulder Revocable Trust, for which Mr. Moulder is a trustee. (3)(4)Includes 4,271 shares of common stock held by the Jake & Dana Nunn Living Trust dated July 7, 2006, for which Mr. Nunn is a trustee. (4)Includes shares of common stock issuable upon the exercise of options exercisable within 60 days after June 29, 2021 in the amount of 1,431,644 for Ms. Bourdow, 341,763 for Dr. Demitrack and 96,594 for Mr. Applebaum. (5) Includes shares of common stock issuable upon the exercise of options exercisable within 60 days after JuneJuly 29, 20212022 in the amount of 3,319,6871,862,659 for Ms. Bourdow, 475,856 for Dr. Demitrack and 336,804 for Mr. Shin. Includes shares of common stock underlying unvested restricted stock units that will vest within 60 days after July 29, 2022 in the amount of 6,875 for Mr. Shin.(6) Includes shares of common stock issuable upon the exercise of options exercisable within 60 days after July 29, 2022 in the amount of 4,579,210 for all of the directors nominees for director and executive officers as a group.
● | If you intend to submit a proposal to be included in next year’s proxy materials pursuant to SEC Rule 14a-8, the Corporate Secretary must receive your proposal on or before |
● | If you want to present your proposal at the |
2023 ANNUAL MEETING AND RELATED MATTERS (CONTINUED) |
all-sec-filings.
The Reverse Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock and all references to such Common Stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Common Stock shall be deemed to be references to the Common Stock or options or rights to purchase or acquire shares of Common Stock, as the case may be, after giving effect to the Reverse Split.
TREVENA, INC. | |||
By: | |||
Corporate Secretary |