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As filed with the Securities and Exchange Commission on November 27, 2020January 19, 2024.
Registration No. 333-      333-276458​
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933​
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TREVENA, INC.
(Exact name of registrant as specified in its charter)​
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Delaware
(State or other jurisdiction of
incorporation or organization)​
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26-1469215
(I.R.S. Employer
Identification Number)
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955 Chesterbrook Blvd.,Boulevard, Suite 110,
Chesterbrook, PA 19087
(610) 354-8840
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Scott Applebaum, Esq.Barry Shin
Chief Legal and ComplianceFinancial Officer and Senior Vice President of Regulatory Affairs
Trevena, Inc.
955 Chesterbrook Blvd.,Boulevard, Suite 110
Chesterbrook, PA 19087
(610) 354-8840
(Name, address, including zip code, and telephone number, including area code, of agent for service)​
CopiesWith copies to:
Brian M. Katz Esq.
Scott R. Jones
Troutman Pepper Hamilton Sanders LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 1910319103-2799
Telephone: (215) 981-4000
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From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)public
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: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
☐☒
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Smaller reporting company
☒
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Emerging growth Companycompany
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If an emerging growth company, indicate by checkmarkcheck 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 sectionSection 7(a)(2)(B) of the Securities ActAct. ☐
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities
to be registered
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Amount to be
Registered
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Proposed Maximum
Offering Price
per Unit
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(1)
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Common Stock, par value $0.001 per share​​​​​
      (1 )
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      (2 )
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(2 )
​​​​​​—​​
Preferred Stock, par value $0.001 per share​​​​​
      (1 )
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(2 )
​​​​​​
(2 )
​​​​​​—​​
Debt Securities​​​​​
      (1 )
​​​​​​
(2 )
​​​​​​
(2 )
​​​​​​—​​
Warrants​​​​​
      (1 )
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(2 )
​​​​​​
(2 )
​​​​​​—​​
Total​​​​​​​​​​​​​​​​​​$250,000,000​​​​​$27,275(3)​​
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(1)
There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $250,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $250,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
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(3)
Calculated pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price of all securities registered hereunder.
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The registrantRegistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. WeThe selling stockholder may not sell these securities or accept an offerpursuant to buy these securitiesthis prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any statejurisdiction where suchthe offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 27, 2020JANUARY 19, 2024
PROSPECTUS
[MISSING IMAGE: lg_trevena-4c.jpg]
$250,000,000
2,779,906 Shares of Common Stock Underlying Pre-Funded Warrants
Preferred8,648,666 Shares of Common Stock
Debt Securities
Underlying Warrants
From[MISSING IMAGE: lg_trevena-4c.jpg]
This prospectus relates to the resale, from time to time, we may offer up to $250,000,000 of any combination ofby the securities describedselling stockholder identified in this prospectus in one or more offerings. We may also offer securities as may be(the “Selling Stockholder”) of (i) up to 2,779,906 shares of our common stock, par value $0.001 per share, issuable upon conversion, redemption, repurchase, exchange orthe exercise of anypre-funded warrants (the “Pre-Funded Warrants”), and (ii) up to 2,779,906 shares of our common stock issuable upon the exercise of warrants (the “Private Placement Warrants”) initially issued in a private placement (the “Private Placement”), pursuant to a securities registered hereunder, including any applicable anti-dilution provisions.purchase agreement, dated as of December 27, 2023, by and between us and the Selling Stockholder (the “Purchase Agreement”).
This prospectus provides a general descriptionalso relates to the resale, from time to time, by the Selling Stockholder of up to 5,868,760 shares of our common stock issuable upon the securitiesexercise of warrants (the “Inducement Warrants,” and together with the Pre-Funded Warrants and the Private Placement Warrants, the “Warrants”) issued pursuant to an inducement letter agreement (the “Inducement Letter”) that we entered into with the Selling Stockholder in connection with an induced warrant exercise (the “Warrant Exercise”). For additional information on the Private Placement and the Warrant Exercise, see “Prospectus Summary — Private Placement and Warrant Exercise.”
The Selling Stockholder may offer. Eachoffer the shares of our common stock from time we offer securities, we will provide specific termsto time as the Selling Stockholder may determine through public or private transactions or through other means described in the section entitled “Plan of the securities offered inDistribution” or a supplement to this prospectus. WeThe Selling Stockholder may also authorize onesell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.
The registration of these shares does not necessarily mean that the Selling Stockholder will sell any of its shares or more free writing prospectusesexercise its Warrants. We are not offering for sale any shares of our common stock pursuant to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully readWe will not receive any proceeds from the sale of the shares registered hereby. We will, however, receive cash proceeds equal to the total exercise price of Warrants that are exercised for cash.
We are paying the cost of registering the shares of our common stock covered by this prospectus, the applicable prospectus supplement and any related free writing prospectus as well as any documents incorporated by reference, before you invest in any ofvarious related expenses. The Selling Stockholder is responsible for all selling commissions, transfer taxes and other costs related to the securities being offered.
This prospectus may not be used to consummate aoffer and sale of any securities unless accompanied by a prospectus supplement.its shares.
Our common stock is tradedlisted on Thethe Nasdaq Capital Market under the symbol “TRVN.” On November 25, 2020,January 18, 2024, the last reported saleclosing price offor our common stock, was $2.34 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listingreported on Thethe Nasdaq Capital Market, or any securities market or other exchange of the securities, if any, covered by the prospectus supplement.was $0.6755 per share.
We will sell these securities directly to investors, through agents designatedmay amend or supplement this prospectus from time to time by filing amendments or to or through underwriters or dealers, on a continuous or delayed basis. For additional information onsupplements as required. You should read the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which thisentire prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discountsamendments or over-allotment options will be set forth insupplements carefully before you make your investment decision.
We are a prospectus supplement. The price to“smaller reporting company” as defined under the federal securities laws and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of such securities and the net proceeds we expect to receive from such sale will also be set forth inBeing a prospectus supplement.
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Smaller Reporting Company.”
Investing in our securitiescommon stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in thethis prospectus beginning on page 7 and any applicable prospectus supplement, and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus as described on page 5 of this prospectus.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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The date of this prospectus is          , 2020.2024.
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ABOUT THIS PROSPECTUS
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PROSPECTUS SUMMARY
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RISK FACTORS
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SPECIAL NOTECAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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USE OF PROCEEDS
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DETERMINATION OF OFFERING PRICE
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DESCRIPTION OF CAPITAL STOCK
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DESCRIPTION OF DEBT SECURITIESSELLING STOCKHOLDER
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DESCRIPTION OF WARRANTS
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LEGAL OWNERSHIP OF SECURITIES
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $250,000,000. This prospectus provides you with a general description of the securities we may offer.
Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”
 
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ABOUT THIS PROSPECTUS
We have not, and the Selling Stockholder has not, authorized anyone to give you any information other than the information contained in this prospectus, the information incorporated by reference herein, any applicable prospectus supplement or any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). We and the Selling Stockholder take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The Selling Stockholder is offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus, an applicable prospectus supplement and any related free writing prospectus is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
We use various trademarks and trade names in our business, including without limitation our corporate name, product names and logo. All other trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.
For Non-U.S. investors
Neither we nor the Selling Stockholder have done anything that would permit this offering or possession or distribution of this prospectus, any prospectus supplement or free writing prospectus filed with the SEC, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus, any applicable prospectus supplement or free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus, any applicable prospectus supplement or free writing prospectus outside the United States.
As used in this prospectus, unless the context otherwise requires, references to the “Company,” “we,” “us” and “our” refer to Trevena, Inc., and, where appropriate, our subsidiaries.

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PROSPECTUS SUMMARY
This summary highlights certain information about us, this offering and selected information fromcontained elsewhere in this prospectusprospectus. This summary is not complete and does not contain all of the information that you needshould consider before deciding whether to invest in the securities covered by this prospectus. For a more complete understanding of the Company and this offering, we encourage you to read and consider carefully the more detailed information in making your investment decision. You should carefully read the entirethis prospectus, the applicableany related prospectus supplement and any related free writing prospectus, including the risks of investinginformation set forth in our securities discussed under the headingsection titled “Risk Factors” contained in the applicablethis prospectus, any related prospectus supplement and any related free writing prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.their entirety before making an investment decision.
Unless the context requires otherwise, references in this prospectus to “Trevena,” “company,” “we,” “us” and “our” refer to Trevena, Inc.
Company Overview
We are a biopharmaceutical company focused on the development and commercialization of novel medicines for patients with central nervous system or CNS,(“CNS”) disorders.
Our lead product, OLINVYK™OLINVYK® (oliceridine) injection or OLINVYK,(“OLINVYK”) was approved by the United States Food and Drug Administration or(the “FDA”) in August 2020. We initiated commercial launch of OLINVYK in the FDA, on August 7, 2020.first quarter of 2021. OLINVYK is indicatedan opioid agonist for use in adults for the management of acute pain severe enough to require an intravenous opioid analgesic and for whom alternative treatments are inadequate. OLINVYK is an opioid agonist that is the first new chemical entity or NCE,(“NCE”) in this IVintravenous (“IV”) drug class in decades and it offers a differentiated profile that addresses a significant unmet needneeds in the acute pain management landscape. OLINVYK delivers IV opioid efficacy with a rapid 2-51-3 minute median onset of action. In addition, OLINVYK requires no dosage adjustments in patients with renal impairment, a large patient population with significant medical complications. On October 30, 2020, we announced that theThe U.S. Drug Enforcement Administration or DEA, placedhas classified oliceridine intoas a Schedule II controlled substance.
In June 2023, we announced new topline OLINVYK data from our electronic medical records-based study, ARTEMIS. The study reviewed OLINVYK-treated patients in the VOLITION study (a 203-patient, real world, open-label, multi-site study led by clinical outcomes research experts from Cleveland Clinic and Wake Forest Baptist Health Medical Center) with comparable surgical patients, or matched patients, treated with other IV opioids, at the same institutions and during the study period. OLINVYK-treated patients (n=201) had a $8,756 (19%) reduction in average cost per admission (p<0.0001) and 1.4-day (20%) reduction in average overall hospital length of stay (p<0.0001) compared to matched patients (n=982) treated with other IV opioids. Based on the data we have to date, there was not a statistically significant difference in the average duration of time in the post-anesthesia care unit between OLINVYK-treated and matched patients. In October 2023, we announced completion of the Controlled Substances Act. With DEA scheduling complete, we expect to makeinitial analysis of OLINVYK available for commercial distribution bycontinuous respiratory monitoring data from the end of November 2020.VOLITION study.
Using our proprietary product platform, we also have identified and are developing the following product candidates:
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TRV027TRV045:   We are developing TRV027,TRV045 is our novel sphingosine-1-phosphate receptor modulator that may offer a novel AT1new, non-opioid approach to managing chronic pain, as well as for treating epilepsy and seizure disorders. TRV045 has also demonstrated an anti-inflammatory effect in nonclinical studies that may have broad potential application in CNS disorders, autoimmune disease and inflammatory disease. TRV045 targets the S1P subtype 1 receptor selective agonist, forand nonclinical data suggests that TRV045 effectively reverses neuropathic pain and reduces seizure risk without the treatment of acute lung injury contributing to acute respiratory distress syndrome,immune-suppressing activity, or ARDS, and abnormal blood clotting in patientslymphopenia, observed with COVID-19. In a COVID-19 infection, the SARS-coronavirus-2 binds to and removes the ACE2 protein in the lungs, causing elevated levels of angiotensin II. This drives overactivation of the AT1 receptor resulting in downstream acute lung injury, which can lead to ARDS, and abnormal blood clotting, which can lead to pulmonary embolisms and strokes. TRV027 potentially counteracts the disproportionate levels of angiotensin II, by competitively binding to and rebalancing AT1 receptor activation. Additionally, its unique mechanism of action preferentially engages the signaling pathway to promote reparative effects on lung tissue.currently approved therapeutics targeting S1P receptors.
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In June 2020,September 2023, we announced preliminary topline data from two proof-of-concept studies for TRV045. The Target Engagement proof-of-concept study was a collaboration with Imperial College London, orrandomized, double-blind, placebo-controlled, single dose four-way cross-over study (n=25 subjects). Each subject received three different single doses of TRV045 (50mg, 150mg and 300mg) and placebo on four separate visits across the ICL, to study TRV027duration. In this study, TRV045 demonstrated a statistically significant, dose-dependent analgesic effect in a randomized, placebo-controlled study in approximately 60 COVID-19 patients. The primary endpoint is a coagulation cascade biomarker, which serves as a surrogate for measuringcapsaicin-induced model of neuropathic pain. In the effect of TRV027 on adverse health outcomes associated with increased mortality in COVID-19 infections. In August 2020, we announced that ICL has initiated asecond proof-of-concept study using transcranial magnetic stimulation (“TMS”) to evaluate TRV045 for TRV027 in COVID-19 patients. ICL is sponsoringepilepsy and funding this study, with additional support from the British Heart Foundation. We expect to report topline dataseizure disorders, TRV045 demonstrated statistically significant changes in the first quarter of 2021.power spectral
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TRV027 has previously been studied in 691 individuals. It has demonstrated efficacy, potency, and selectivity at the AT1 receptor in nonclinical studies and has a well-characterized pharmacokinetic profile. In previous clinical trials, there was a low dropout rate associated with TRV027, and no significant safety issues were reported.
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TRV250:   We are developing TRV250, a G-protein biased delta-opioid receptor, or DOR, agonist as a compound with a potential first-in-class novel mechanism for the treatment of acute migraine.
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TRV250 also may have utilitydensity in several EEG bands associated with alertness and higher order cognitive function. The TMS proof-of-concept study was a rangerandomized, double-blind, placebo-controlled, multiple dose, two-way cross-over study (n=25 subjects). Each subject received one of other central nervous system,two treatment sequences in random order: TRV045 at a dose of 250mg, followed by placebo; or CNS, indications. Because TRV250 selectively targets the DOR, we believe it will not have the addiction liabilityplacebo followed by 250mg of conventional opioids or have other mu-opioid related adverse effects like respiratory depression and constipation. TRV045. Each treatment sequence was given once daily for four consecutive days.
In June 2018,October 2023, we announced favorable topline safety and tolerability data from these two proof-of-concept studies, with no reported drug-related adverse events, and no reported serious adverse events. In addition, there was no reported drug-related lymphopenia, bradycardia or change in blood pressure. The most common adverse events reported were headaches, somnolence, dizziness and fatigue. Both studies were conducted at a site outside of the completion of our first-in-human Phase 1 study of TRV250. Data from this healthy volunteer study showed a favorable tolerability profileUnited States and pharmacokinetics supportingwere not under the advancement of TRV250 to proof-of-concept evaluation in patients, which we initiated in November 2019. The study protocol required subjects to be monitored in an in-patient settingInvestigational New Drug application for 24 hours, and due to global COVID-19 pandemic, we paused enrolment in March 2020 and terminated the study in August 2020. We continue to investigate alternative development plans for TRV250 and our DOR program, and we expect to re-initiate clinical studies in the second half of 2021.TRV045.
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TRV734:TRV734:   We also have identified and have completed the initial Phase 1 studies for TRV734, aan NCE targeting the same novel mechanism of action at the mu-opioidmu opioid receptor or MOR, as OLINVYK. TRV734 was designed to be orally available, and its mechanism of action suggests it may offer valuable benefits for two distinct areas of important unmet medical need: acute and chronic pain, and maintenance-assisted therapy for patients with opioid use disorder or OUD.(“OUD”). We are collaborating with the National Institute on Drug Abuse or NIDA,(“NIDA”) to further evaluate TRV734 for the management of OUD, and NIDA initiated a proof-of-concept study for this indication in December 2019. On March 26, 2020,In June 2021, we announced that the study, which had been paused due to the global COVID-19 pandemic, enrollment has been paused in this trial.had resumed recruiting patients. We intend to continue to focus our efforts for TRV734 on securing a development and commercialization partner for this asset.
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•Recent Developments
On September 1, 2023, we received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last 30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share required for continued inclusion on Nasdaq under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until February 28, 2024, to regain compliance with the Bid Price Requirement. To regain compliance with the minimum bid price requirement, the closing bid price of our common stock must be at least $1.00 per share for a minimum of ten consecutive business days during this 180-day period. If, by February 28, 2024, we cannot demonstrate compliance with the Bid Price Requirement, we may be eligible for additional time. To qualify for additional time, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the Bid Price Requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if and as necessary. If we meet these requirements, we will have an additional 180 calendar days to comply in order for our common stock to remain listed on Nasdaq. If we are not eligible for the second compliance period, then the Staff will provide notice that our securities will be subject to delisting. At such time, we may appeal the delisting determination to a Nasdaq Hearings Panel (“Panel”). We would remain listed on the Nasdaq Capital Market pending the Panel’s decision. There can be no assurance that, if we do appeal a subsequent delisting determination by the Staff to the Panel, that such appeal would be successful.
Private Placement and Warrant Exercise
On December 27, 2023, we entered into the Purchase Agreement with the Selling Stockholder (the “Purchaser”), for the sale and issuance in a private placement of an aggregate of 2,779,906 Pre-funded Warrants to purchase up to 2,779,906 shares of our common stock at a purchase price of $0.699 per Pre-Funded Warrant. In addition, we agreed to issue to the Purchaser the Private Placement Warrants to purchase up to an aggregate of 2,779,906 shares of our common stock. The foregoing transaction is referred to herein as the “Private Placement.”
Concurrently with our entry into the Purchase Agreement, we also entered into the Inducement Letter with Selling Stockholder as the holder (the “Holder”) of existing warrants to purchase up to an aggregate of 2,934,380 shares of our common stock issued in July 2022 and November 2022 (collectively, the “Existing

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Warrants”). Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 2,934,380 shares of our common stock at a reduced exercise price of $0.70 per share in consideration of our agreement to issue the Inducement Warrants to purchase up to an aggregate of 5,868,760 shares of our common stock (the “Inducement Warrant Shares”). The foregoing transaction is referred to herein as the “Warrant Exercise,” and the Warrant Exercise and the Private Placement are collectively referred to herein as the “Offerings.”
On December 28, 2023, the parties consummated the Offerings. The terms of the Offerings are more particularly described below:
TRV045:Private Placement   We
The terms of the Purchase Agreement provided the Purchaser, whose purchase of our common stock in the Private Placement would result in such Purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the Purchaser, 9.99%) of our outstanding common stock, the option of purchasing Pre-Funded Warrants in lieu of shares of our common stock in such manner as to result in the same aggregate purchase price being paid by such Purchaser to us.
In light of the foregoing beneficial ownership limitations, at the closing of the Private Placement, we issued to the Purchaser (i) Pre-Funded Warrants to purchase an aggregate of 2,779,906 shares of common stock, and (ii) Private Placement Warrants to purchase up to an aggregate of 2,779,906 shares of common stock. No shares of our common stock were issued to the Purchaser in the Private Placement.
The Pre-Funded Warrants have an exercise price of $0.001 per Pre-Funded Warrant and can be exercised at any time from the date and time of issuance until the Pre-Funded Warrants are evaluatingexercised in full. The terms of the Pre-Funded Warrants preclude a setholder thereof from exercising such holder’s Pre-Funded Warrants, and us from giving effect to such exercise, if after giving effect to the issuance of novel SIP modulatorscommon stock upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of common stock upon such exercise.
The Private Placement Warrants issued to the Purchaser in the Private Placement have an exercise price of $0.70 per share, become exercisable upon Stockholder Approval (as defined herein) and expire five years thereafter. The terms of the Private Placement Warrants preclude a holder thereof from exercising such holder’s Private Placement Warrants, and us from giving effect to such exercise, if after giving effect to the issuance of common stock upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of such common stock upon such exercise.
The holder may increase or decrease the beneficial ownership thresholds relating to the Pre-Funded Warrants and Private Placement Warrants specified above, except that the beneficial ownership limitation may offer a new, non-opioid approach to managing chronic pain. In the fourth quarter of 2018, we identified a new product candidate, TRV045, a novel S1P modulatornot exceed 9.99% in any event.
The Purchase Agreement provides that we believe may offerare obligated to hold a new, non-opioid approachmeeting of our stockholders on or prior to managing chronic pain. the date that is ninety (90) days following the closing date of the Private Placement for the purpose of obtaining approval from our stockholders (“Stockholder Approval”) of the issuance of the shares issuable upon the exercise of the Warrants pursuant to the rules of the Nasdaq Stock Market LLC (including Rule 5635(d) thereof). If we do not obtain Stockholder Approval at the first meeting, we are required to call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the Private Placement Warrants are no longer outstanding.
In connection with the second quarter of 2019, we initiated investigational new drug, or IND, enabling work, and we will continue to evaluate the progression of this asset to an IND, either by ourselves or with a partner. In March 2020, we announcedPrivate Placement, we entered into a collaborationRegistration Rights Agreement with the U.S. National InstitutesPurchaser, dated December 27, 2023 (the “Registration Rights Agreement”). The Registration Rights Agreement grants the Purchaser certain registration rights and obligates us to file one or more registration statements with the Securities and Exchange Commission (the “SEC”) by certain dates, covering the resale of Health (NIH)the common stock issuable upon exercise of the Pre-Funded Warrants and Private Placement Warrants

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sold in the Private Placement and the Inducement Letter (the “Resale Registration Statement”). The registration statement of which this prospectus forms a part is intended to evaluatesatisfy our obligations under the potentialRegistration Rights Agreement.
Warrant Exercise
Pursuant to the Warrant Exercise, the Holder exercised for cash its Existing Warrants to purchase an aggregate of TRV0452,934,380 shares of our common stock (1,234,380 of which shares of common stock are being held in abeyance for the benefit of the Holder due to certain beneficial ownership limitations) at a reduced exercise price of $0.70 per share, and in consideration therefor, we issued Inducement Warrants to the Holder to purchase up to an aggregate of 5,868,760 shares of our common stock.
The Inducement Warrants have an exercise price of $0.70 per share, become exercisable upon Stockholder Approval and will expire five years thereafter. The terms of the Inducement Warrants preclude a holder thereof from exercising such holder’s Inducement Warrants, and us from giving effect to such exercise, if after giving effect to the issuance of shares of common stock upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as a treatment for epilepsy. In May 2020, we announced we entered into a collaborationgroup together with the NIHholder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to evaluate the potentialissuance of TRV045such common stock upon such exercise. A holder may increase or decrease the aforementioned beneficial ownership threshold, except that the beneficial ownership limitation may not exceed 9.99% in any event.
The Inducement Letter provides that our obligations with respect to the registration of the Inducement Warrant Shares for resale is governed by the Registration Rights Agreement and the Inducement Warrant Shares are included as a treatment for pain. NIH is assessing TRV045 within its Epilepsy Therapy Screening Program, or ETSP, and in its Preclinical Screening Platform for Pain, or PSPP. We expect to file an IND application withRegistrable Securities (as defined therein) under the FDA for TRV045 in the first half of 2021.
​Registration Rights Agreement.
CorporateCompany Information
We were incorporated under the laws of the State of Delaware in November 2007. Our principal executive office is located at 955 Chesterbrook Blvd., Suite 110, Chesterbrook, Pennsylvania 19087. Our telephone number is (610) 354-8840. Our website address is www.trevena.com.www.trevena.com. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.
“Trevena,” “OLINVYK,” the Trevena logo and other trademarks or service marks of Trevena, Inc. appearing in this prospectus are the property of Trevena, Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owner.
The Securities We May OfferImplications of Being a Smaller Reporting Company
We are a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may offer sharestake advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that the value of our voting and non-voting common stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are more than $100 million during the most recently completed fiscal year and preferredthe value of our voting and non-voting common stock various seriesheld by non-affiliates is more than $700 million measured on the last business day of debt securities and warrants to purchase any of such securities, up to a total aggregate offering price of $250,000,000 from time to time in one or more offerings under this prospectus, together with any applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market conditions at the time of the relevant offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:our second fiscal quarter.
 
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THE OFFERING
Common Stock Offered by Selling Stockholder
11,428,572 shares
Common Stock Outstanding as of December 31, 2023
17,289,104 shares
Use of Proceeds
We will not receive any proceeds from the sale of the shares of our common stock offered by the Selling Stockholder. We will, however, receive cash proceeds equal to the total exercise price of Warrants that are exercised for cash. See “Use of Proceeds.”
Offering Price
The Selling Stockholder will offer the shares of our common stock offered by this prospectus at the prevailing market prices or privately negotiated price. See “Determination of Offering Price.”
Risk Factors
You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.
The number of shares of our common stock to be outstanding immediately after this offering is based on 17,289,104 shares of our common stock outstanding as of December 31, 2023, and excludes as of such date:
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designation or classification;403,484 shares of our common stock issuable upon the exercise of stock options outstanding, at a weighted-average exercise price of $35.68 per share;
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aggregate principal amount or aggregate offering price;1,602,588 shares of our common stock issuable upon the vesting and settlement of restricted stock units outstanding;
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maturity, if applicable;12,873,966 shares of our common stock issuable upon the exercise of warrants outstanding as of December 31, 2023 with a weighted-average exercise price of $0.85 per share;
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original issue discount, if any;253,463 shares of our common stock available for future issuance under our 2023 Equity Incentive Plan; and
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rates and times of payment of interest or dividends, if any;
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redemption, conversion, exchange or sinking fund terms, if any;
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conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange;
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ranking, if applicable;
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restrictive covenants, if any;
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voting or other rights, if any; and
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important U.S. federal income tax considerations.
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The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.
This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
We may sell the securities directly to investors or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will include in the applicable prospectus supplement:
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the names of those underwriters or agents;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the estimated net proceeds to us.
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Common Stock.   We may issue1,234,380 shares of our common stock from time to time. Holders of our common stock are entitled to one vote per sharebeing held in abeyance for the election of directors and on all other matters that require stockholder approval. Subject to any preferential rights of any then outstanding preferred stock, in the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the assets remaining after payment of liabilities and the liquidation preferences of any then outstanding preferred stock. Our common stock does not carry any preemptive rights enabling a holder to subscribe for, or receive shares of, any class of our common stock or any other securities convertible into shares of any class of our common stock, or any redemption rights.
Preferred Stock.   We may issue shares of our preferred stock from time to time, in one or more series. Under our certificate of incorporation, our board of directors has the authority, without further action by stockholders, to designate up to 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rightsbenefit of the common stock. To date, none of the 5,000,000 authorized shares of preferred stock have been designated by our board of directors. Convertible preferred stock will be convertible into our common stock or exchangeable for our other securities. Conversion may be mandatory or at the option of the holders of our preferred stock and would be at prescribed conversion rates.Selling Stockholder due to certain beneficial ownership limitations.
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Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and applicable prospectus supplements in the certificate of designation relating to that series. We will incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. We urge you to read the prospectus supplements (and any related free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Debt Securities.   We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into our common stock or preferred stock. Conversion may be mandatory or at the holder’s option and would be at prescribed conversion rates.
The debt securities will be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible party, as trustee. In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well as the complete indentures that contain the terms of the debt securities. A form of indenture has been filed as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
Warrants.   We may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these securities. In this prospectus, we have summarized certain general features of the warrants. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the particular series of warrants being offered, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants. Forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants being offered have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental warrant agreements and forms of warrant certificates will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
We will evidence each series of warrants by warrant certificates that we will issue. Warrants may be issued under an applicable warrant agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement relating to the particular series of warrants being offered.
Listing
If any securities are to be listed or quoted on a securities exchange or quotation system, the applicable prospectus supplement or any related free writing prospectus will so indicate. Our common stock is listed on The Nasdaq Capital Market and trades under the symbol “TRVN”.

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RISK FACTORS
InvestingAn investment in our securities involves a high degree of risk. YouBefore you decide to invest in our securities, you should carefully reviewconsider the risks and uncertainties describeddiscussed under the heading “Risk Factors”section entitled “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 12, 20202022 and our subsequently filed Quarterly Reports on Form 10-Q, fortogether with other information in this prospectus, the quarters ended March 31, 2019, June 30, 2020 and September 30, 2020, as filed with the SEC on May 7, 2020, August 10, 2020 and November 2, 2020, respectively, as updated by our annual, quarterly and other reportsinformation and documents that are incorporated by reference intoherein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section of this prospectus before deciding whetherentitled “Cautionary Statement Regarding Forward-Looking Statements.”
A sale of a substantial number of shares of our common stock by the Selling Stockholder could cause the price of our common stock to purchase anydecline.
The shares of our common stock that may be resold by the Selling Stockholder will represent a significant amount of the securities being registered pursuant tototal outstanding shares of our common stock as of December 31, 2023, after taking into effect the full exercise of the Warrants. Following (i) the effectiveness of the registration statement of which this prospectus isforms a part. Eachpart, and (ii) the receipt of Stockholder Approval, such shares of common stock may be sold by the risk factors could adversely affectSelling Stockholder in the public market without restriction. If the Selling Stockholder sells, or the market perceives that the Selling Stockholder intends to sell for various reasons, substantial amounts of such common stock in the public market, the price of our business, operating results, financial conditioncommon stock may decline. Additionally, such conditions may make it more difficult for us to sell equity or equity-related securities in the future at a time and cash flow, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks not presently known to us orprice that we currently believe are immaterial may also significantly impair our business operations. Please refer to the sections entitled “Special Note Regarding Forward-Looking Statements,” “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”deem reasonable or appropriate.
 
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SPECIAL NOTECAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus each prospectus supplement and the informationdocuments incorporated by reference herein contain forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus or the documents incorporated herein by reference regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and each prospectus supplement containobjectives of management are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would,” “could,” “should,” “potential,” “seek,” “evaluate,” “pursue,” “continue,” “design,” “impact,” “affect,” “forecast,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal,” or the negative of such terms and similar expressions are intended to identify forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act of 1934, as amended, or the Exchange Act, that involve a number of risks and uncertainties. Although ouralthough not all forward-looking statements reflect the good faith judgment of our management,contain these identifying words. Such statements can only beare based on factsassumptions and factors currently known by us. Consequently, these forward-looking statementsexpectations that may not be realized and are inherently subject to risks, and uncertainties and actual resultsother factors, many of which cannot be predicted with accuracy and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.
Forward-looking statements cansome of which might not even be identified by the use of forward-looking words such as “believes,” “expects,” “hopes,” “may,” “will,” “plan,” “intends,” “estimates,” “could,” “should,” “would,” “continue,” “seeks,” “pro forma,” or “anticipates,” or other similar words (including their use in the negative), or by discussions of future matters such as the development of new products, technology enhancements, possible collaborations and other statements that are not historical. These statements include but are not limited to statements under the captions “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections incorporated by reference from our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as applicable, as well as our other filings with the SEC. You should be aware that the occurrence of any of the events discussed under the heading “Risk Factors” in any applicable prospectus supplement and any documents incorporated by reference herein or therein could substantially harm our business, operating results and financial condition and that if any of these events occurs, it could adversely affect the value of an investment in our securities.anticipated.
The cautionaryforward-looking statements made in this prospectus and the documents incorporated herein by reference include, among other things, statements about:
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our ability to successfully commercialize OLINVYK and any other product candidates for which we may obtain regulatory approval;
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our sales, marketing and manufacturing capabilities and strategies;
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any ongoing or planned clinical trials and nonclinical studies for our product candidates;
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the extent of future clinical trials potentially required by the FDA for our product candidates;
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our ability to fund future operating expenses and capital expenditures with our current cash resources or to secure additional funding in the future;
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the timing and likelihood of obtaining and maintaining regulatory approvals for our product candidates;
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our plan to develop and potentially commercialize our product candidates;
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the clinical utility and potential market acceptance of our product candidates, particularly in light of existing and future competition;
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the size of the markets for our product candidates;
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the performance of third-parties upon which we depend, including contract manufacturing organizations, suppliers, contract research organizations, distributors and logistics providers;
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our ability to identify or acquire additional product candidates with significant commercial potential that are intendedconsistent with our commercial objectives;
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the extent to bewhich health epidemics and other outbreaks of communicable diseases could disrupt our operations and/or materially and adversely affect our business and financial conditions;
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our intellectual property position and our ability to obtain and maintain patent protection and defend our intellectual property rights against third parties; and
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our ability to satisfy and maintain all applicable to all relatedcontinued listing requirements of the Nasdaq.
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We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, wherever they may appear in this prospectus or in any prospectus supplement or any documents incorporated by reference herein or therein. We urgeand you should not to place undue reliance on theseour forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements which speak only aswe make. We have included important factors in the cautionary statements included in this prospectus supplement, particularly under “Risk Factors,” that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may make.
You should read this prospectus and the date they are made. Except as requireddocuments that we incorporate by law,reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume noany obligation to update ourany forward-looking statements, even if new information becomes available in the future.statements.
 
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USE OF PROCEEDS
We will retain broad discretion over the usenot receive any of the net proceeds from the sale of the securitiesshares of our common stock offered hereby. Except as described in any prospectus supplement or any related free writing prospectus that we may authorize to be provided to you, we currently intend to useby this prospectus. The Selling Stockholder will receive all of the net proceeds from this offering. We will, however, receive cash proceeds equal to the saletotal exercise price of the securities offered hereby for general corporate purposes, which may include expenses incurred in connection with the commercialization of our approved products (including OLINVYK), advancing our pipeline assets, research and development, capital expenditures, working capital and general and administrative expenses. We may also use a portion of the net proceeds to acquire or invest in businesses, products and technologiesWarrants that are complementary to our own, although we have no current plans, commitments or agreements with respect to any acquisitions as of the date of this prospectus. We will set forth in the applicable prospectus supplement or free writing prospectus our intended useexercised for the net proceeds received from the sale of any securities sold pursuant to the prospectus supplement or free writing prospectus. Pending these uses, we intend to invest the net proceeds primarily in a money market mutual fund with a large financial institution.cash.
 
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DETERMINATION OF OFFERING PRICE
The Selling Stockholder will offer the shares of our common stock offered by this prospectus at the prevailing market prices or a privately negotiated price. The offering price of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our common stock might not trade at market prices in excess of the offering price as prices for our common stock in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity. See “Plan of Distribution” for more information.

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DESCRIPTION OF CAPITAL STOCK
AsThe following description of our capital stock is not complete and may not contain all the date of this prospectus,information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our amended and restated certificate of incorporation authorizes usand our amended and restated bylaws, which have been publicly filed with the SEC. See “Where You Can Find More Information.” For a complete description, you should refer to issueour amended and restated certificate of incorporation and amended and restated bylaws, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.
Authorized Capital Stock
Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. As of November 25, 2020, 157,030,012December 31, 2023, 17,289,104 shares of our common stock were outstanding and no shares of preferred stock were outstanding.
The following summary describes the material terms of our capital stock. The description of capital stock is qualified by reference to our amended and restated certificate of incorporation and our amended and restated bylaws, which are incorporated by reference as exhibits into the registration statement of which this prospectus is a part.
Common Stock
Voting.   Voting.   Our common stock is entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election.
Dividends.   Dividends.   Subject to preferences that may be applicable to any then-outstanding preferred stock, the holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our Boardboard of Directorsdirectors out of legally available funds.
Liquidation.   Liquidation.   In the event of our liquidation, dissolution or winding-up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Rights and Preferences.   Preferences.   Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.
Fully Paid and Nonassessable.   All of our outstanding shares of common stock are fully paid and nonassessable.
Preferred Stock
Under our amended and restated certificate of incorporation, ourOur board of directors has the authority, without further action by our stockholders, to designateissue up to 5,000,000 shares of preferred stock in one or more series, and to fix or alter,establish from time to time the designations, powersnumber of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series of preferred stock and theany qualifications, limitations or restrictions of any series of preferred stock, including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preference of any wholly unissued series of preferred stock, any or all of which may be greater than the rights of the common stock,thereon, and to establishincrease or decrease the number of shares constitutingof any such series. To date, noneseries, but not below the number of the 5,000,000 authorized shares of preferred stock have been designated by our board of directors.
such series then outstanding. Our board of directors will fixmay authorize the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and any applicable prospectus supplements in the certificate of designation relating to each such series. We will incorporate by reference as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to one or more Current Reports on Form 8-K, the form of any certificate of designation that describes the terms of the seriesissuance of preferred stock we are offering before the issuance of the related series of preferred stock.
If we issue and sell shares of preferred stock pursuant to this prospectus, together with any applicable prospectus supplementvoting or free writing prospectus, the shares will be fully paid and nonassessable.

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The laws of the state of Delaware, the state of our incorporation, provide that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of such preferred stock. This right is in addition to any votingconversion rights that may be provided for in the applicable certificate of designation.
The issuance of preferred stock could adversely affect the voting power conversion or other rights of the holders of our common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delay, deter or prevent a change in control of our company or make removal of management more difficult. Additionally, thestock. The issuance of preferred stock, maywhile providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of decreasingdelaying, deferring or preventing a change in our control and may adversely affect the market price of our common stock.
Warrants
In connection with entering into a credit facility in September 2014, we issued to the lendersstock and the placement agent warrants to purchase an aggregatevoting and other rights of 7,678 sharesthe holders of our common stock, of which warrantsstock. We have no current plans to purchase 5,728 shares remain outstanding as of the date of this filing. These warrants are exercisable immediately and have an exercise price of $5.8610 per share. These warrants may be exercised on a cashless basis and will terminate on the earlier of September 19, 2024 or the closing of a merger or consolidation transaction in which we are not the surviving entity. In connection with subsequent draws of additional funds under this credit facility, we issued to the lenders and the placement agent additional warrants to purchase an aggregate of 34,961 and 62,241issue any shares of our common stock in December 2015 and March 2017, respectively. The December 2015 warrants have substantially the same terms as those noted above, and have an exercise price of $10.6190 per share and an expiration date of December 23, 2025. The March 2017 warrants have substantially the same terms as those noted above, and have an exercise price of $3.6150 per share and an expiration date of March 31, 2027.
In connection with a registered direct offering, we issued to certain designees of the placement agent warrants to purchase an aggregate of 500,000 shares of our common stock, of which warrants to purchase 172,500 shares remain outstanding as of the date of this filing. These warrants are exercisable immediately and have an exercise price of $1.25 per share. These warrants may be exercised on a cashless basis and will terminate on the earlier of January 29, 2024 or the closing of a merger or consolidation transaction in which we are not the surviving entity.preferred stock.
Anti-Takeover Provisions
Section 203 of the Delaware General Corporation LawLaw..   We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporationcorporations from engaging in any business combination

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with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:
•
before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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•
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
​
•
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock that is not owned by the interested stockholder.
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•
In general, Section 203 defines a “business combination” to include the following:
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•
any merger or consolidation involving the corporation and the interested stockholder;
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•
any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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•
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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•
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
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•
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.
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In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.
The existence of this provision generally will have an anti-takeover effect for transactions not approved in advance by the board of directors, including discouraging attempts that might result in a premium over the market price for the shares of our common stock held by stockholders.
Amended and Restated Certificate of Incorporation and Amended and Restated BylawsBylaws..   Our amended and restated certificate of incorporation, or our restated certificate, provides for our board of directors to be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, stockholders holding a majority of the shares of our common stock outstanding will be able to elect all of our directors. Our restated certificate and our amended and restated bylaws, or our restated bylaws, also provide that directors may be removed by the stockholders only for cause upon the vote of 662∕3% or more of our outstanding common stock. Furthermore, the authorized number of directors may be changed only by resolution of the board of directors, and vacancies and newly created directorships on the board of directors may, except as otherwise required by law or determined by the board, only be filled by a majority vote of the directors then serving on the board, even though less than a quorum.
Our restated certificate and restated bylaws also provide that all stockholder actions must be effected at a duly called meeting of stockholders and will eliminate the right of stockholders to act by written consent without a meeting. Our restated bylaws also provide that only our chairman of the board, chief executive officer or the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors may call a special meeting of stockholders.

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Our restated bylaws also provide that stockholders seeking to present proposals before a meeting of stockholders to nominate candidates for election as directors at a meeting of stockholders must provide timely advance notice in writing, and will specify requirements as to the form and content of a stockholder’s notice.
Our restated certificate and restated bylaws provide that the stockholders cannot amend many of the provisions of our restated certificate and restated bylaws described above except by athe affirmative vote of 662∕3% or more of our outstanding common stock.
The combination of these provisions makes it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to effect a change of control of our company.
These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging

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others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence,Consequently, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.
Choice of Forum
Our bylaws provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any state law claims for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any company director, officer or other employee to the company or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein (the “Delaware Forum Provision”). The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act.
We recognize that the Delaware Forum Provision may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Additionally, the Delaware Forum Provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers and employees even though an action, if successful, might benefit our stockholders. The Court of Chancery of the State of Delaware may reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. The transfer agent’s address is 1 State Street, 30th Floor, New York, New York 10004. The transfer agent for any series of preferred stock that we may offer under this prospectus will be named and described in the prospectus supplement for that series.
Listing on the Nasdaq Global SelectCapital Market
Our common stock is listed on Thethe Nasdaq Capital Market under the symbol “TRVN.”
 
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DESCRIPTION OF DEBT SECURITIESSELLING STOCKHOLDER
The shares of our common stock being offered by the Selling Stockholder are those issuable to the Selling Stockholder upon exercise of the Warrants. For additional information regarding the issuances of those shares of common stock and the Warrants, see “Prospectus Summary — Private Placement and Warrant Exercise” above. We may issue debt securitiesare registering the shares of common stock in order to permit the Selling Stockholder to offer the shares for resale from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.
We will issue the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
The following summary of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.
General
The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency or currency unit that we may designate.time. Except for the limitations on consolidation, merger and sale of all or substantially allownership of our assets contained insecurities, the indenture,Selling Stockholder has not had any material relationship with us within the termspast three years.
The table below lists the Selling Stockholder and other information regarding the beneficial ownership of the indenture do not contain any covenants or other provisions designed to give holdersshares of any debt securities protection against changes in our operations, financial condition or transactions involving us.
We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable prospectus supplement.
We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
•
the title of the series of debt securities;
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•
any limit upon the aggregate principal amount that may be issued;
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•
the maturity date or dates;
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•
the form of the debt securities of the series;
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•
the applicability of any guarantees;
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•
whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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•
whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;
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•
if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined;
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•
the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
​
•
our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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•
if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;
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•
the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
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•
the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
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•
any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series;
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•
whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities;
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•
if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;
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•
if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
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•
additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;
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•
additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable;
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•
additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture;
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additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
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•
the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
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•
whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made;
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•
the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any, and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes;
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•
any restrictions on transfer, sale or assignment of the debt securities of the series; and
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•
any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, atby the option of the holder or at our option. We may include provisions pursuant to whichSelling Stockholder. The second column lists the number of shares of our common stock or our other securities thatbeneficially owned by the holdersSelling Stockholder, based on its ownership of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise disposeshares of our assetscommon stock and the Warrants, as an entirety or substantially as an entirety. However,of January 8, 2024, assuming the full exercise of the Warrants held by the Selling Stockholder on that date, without regard to any successor to or acquirer of such assets (other than a subsidiary of ours) must assume alllimitations on exercises.
The third column lists the shares of our obligations undercommon stock being offered by this prospectus by the indenture or the debt securities, as appropriate.Selling Stockholder.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect to any series of debt securities that we may issue:
•
if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us inIn accordance with the terms of any indenture supplemental thereto shall not constitute a defaultthe Registration Rights Agreement with the Selling Stockholder, this prospectus generally covers the resale of the maximum number of shares of our common stock issuable upon exercise of the Warrants issued to the Selling Stockholder as described in “Prospectus Summary —  Private Placement and Warrant Exercise” and, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the paymentRegistration Rights Agreement, without regard to any limitations on the exercise of interestthe Warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus.
Under the terms of the Warrants, the Selling Stockholder may not exercise the Warrants to the extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of our common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such Warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this purpose;limitation. The Selling Stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
Name of Selling Shareholder​​
Number of shares of
Common Stock Owned
Prior to Offering
​​
Maximum Number of
shares of Common Stock
to be Sold Pursuant to this
Prospectus(1)
​​
Number of shares of
Common Stock Owned
After Offering
​
Armistice Capital, LLC​​​​13,460,666(2)​​​​​11,428,572​​​​​2,032,094​​
​
(1)
Assumes the sale of all shares offered in this prospectus without regard to the beneficial ownership limitation applicable to the warrants, as described in footnote 2.
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•(2)
if we fail to payConsists of: (i) 2,032,094 shares of our common stock, of which 1,234,380 shares are held by us in abeyance for the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extensionbenefit of the maturitySelling Stockholder, (ii) 2,779,906 shares of our common stock underlying Pre-Funded Warrants, (iii) 2,779,906 shares of our common stock underlying Private Placement Warrants, and (iv) 5,868,760 shares of our common stock underlying Inducement Warrants. The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”) and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The Warrants are subject to a beneficial ownership limitation of 4.99% or 9.99%, as applicable, which such debt securities in accordance withlimitation restricts the termsSelling Stockholder from exercising that portion of any indenture supplemental thereto shall not constitute a defaultthe Warrants that would result in the paymentSelling Stockholder and its affiliates owning, after exercise, a number of principal or premium, if any;
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•
if we fail to observe or perform any other covenant or agreement containedshares of common stock in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amountexcess of the outstanding debt securitiesbeneficial ownership limitation. The address of the applicable series; andArmistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
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•
if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, of such series of debt securities due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or
 
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events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
•
the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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•
subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:
•
the holder has given written notice to the trustee of a continuing event of default with respect to that series;
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•
the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request;
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•
such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request; and
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•
the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.
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These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may change an indenture without the consent of any holders with respect to specific matters:
•
to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;
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to comply with the provisions described above under “Description of Debt Securities —  Consolidation, Merger or Sale”;
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•
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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•
to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
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•
to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;
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•
to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities — General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
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•
to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or
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•
to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.
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In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
•
extending the fixed maturity of any debt securities of any series;
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•
reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or
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•
reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.
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Discharge
The indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:
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provide for payment;
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•
register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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•
pay principal of and premium and interest on any debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to any book-entry securities will be set forth in the applicable prospectus supplement.
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series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem the debt securities of any series, we will not be required to:
•
issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange of any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.
Governing Law
The indenture and the debt securities, and any claim, controversy or dispute arising under or related to the indenture or the debt securities, will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

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DESCRIPTION OF WARRANTS
The following description, together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be issued independently or together with common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant agreement, if any, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement the terms relating to a series of warrants being offered, including:
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the title of such securities;
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the offering price or prices and aggregate number of warrants offered;
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the currency or currencies for which the warrants may be purchased;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
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if applicable, the date on and after which the warrants and the related securities will be separately transferable;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which, and the currency in which, these shares may be purchased upon such exercise;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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the terms of any rights to redeem or call the warrants;
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the terms of any rights to force the exercise of the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreements and warrants may be modified;
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a discussion of any material or special U.S. federal income tax consequences of holding or exercising the warrants;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
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Exercise of Warrants
Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent in connection with the exercise of the warrant.
Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under or related to the warrants or warrant agreements, will be governed by and construed in accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

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LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or depositary maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders, of the securities.
Street Name Holders
A global security may be terminated in certain situations as described under “— Special Situations When a Global Security Will Be Terminated,” or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.
For securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.
For example, once we make a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if that legal holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we

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may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the legal holders.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in street name, you should check with your own institution to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle a request for the holders’ consent, if ever required;
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whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and
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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
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Global Securities
A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.
Each security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, DTC will be the depositary for all securities issued in book-entry form.
A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under “— Special Situations When a Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;
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an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;
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an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;
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an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
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the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security;
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we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security, nor will we or any applicable trustee supervise the depositary in any way;
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and
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financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities.
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There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will Be Terminated
In a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.
A global security will terminate when the following special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
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if we notify any applicable trustee that we wish to terminate that global security; or
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if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.
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The applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we nor any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

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PLAN OF DISTRIBUTION
WeThe Selling Stockholder, which as used herein includes donees and any of its pledgees, assignees and successors-in-interest, may, sell the securities from time to time, pursuant to underwritten public offerings,sell, transfer, or otherwise dispose of any or all of the common stock covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which our common stock is traded or in private transactions. These dispositions may be at fixed or negotiated transactions, block trades or a combination of these methods. Weprices. The Selling Stockholder may sell the securities to or through underwriters or dealers, through agents, or directly touse any one or more purchasers. We may distribute securities from time to time in oneof the following methods when disposing of shares or more transactions:interests therein:
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at a fixed price or prices,ordinary brokerage transactions and transactions in which may be changed;the broker-dealer solicits purchasers;
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at market prices prevailing atblock trades in which the timebroker-dealer will attempt to sell the shares of sale;our common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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in underwritten transactions;
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settlement of short sales;
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in transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of shares of our common stock at prices related toa stipulated price per security;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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a combination of any such prevailing market prices;methods of sale; or
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at negotiated prices.any other method permitted pursuant to applicable law.
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WeThe Selling Stockholder may also sell equitythe shares of our common stock under Rule 144 or any other exemption from registration under the Securities Act if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, coveredfrom the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of shares of our common stock, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our common stock in the course of hedging the positions they assume. The Selling Stockholder may also sell our common stock short and deliver these shares of our common stock to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these shares of common stock. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this registration statementprospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholder and any broker-dealers or agents that are involved in an “at-the-market offering” as definedselling the shares of our common stock may be deemed to be “underwriters” within the meaning of the Securities Act in Rule 415connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of our common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price, either:
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onThe Selling Stockholder has informed us that it does not have any written or through the facilities of The Nasdaq Capital Marketoral agreement or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale; and/or
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to or through a market maker other than The Nasdaq Capital Market or such other securities exchanges or quotation or trading services.
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Such “at-the-market” offerings, if any, may be conducted by underwriters acting as principal or agent.
A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the extent applicable:
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the name or names of any underwriters, dealers or agents, if any;
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the purchase price of the securities and the proceeds we will receive from the sale;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed.
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Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell securitiesunderstanding, directly or through agents we designate from timeindirectly, with any person to time. We will name any agent involved indistribute the offering and saleshares of securities, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.common stock.
 
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We may authorize agents or underwritersare required to solicit offerspay certain fees and expenses incurred by us incident to the registration of the shares of our common stock offered hereby. We have agreed to indemnify the Selling Stockholder against certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for paymentlosses, claims, damages and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification against civil liabilities, related to this offering, including liabilities under the Securities Act.
We have also agreed to keep this prospectus effective until the earlier of (i) the date on which the shares of our common stock may be resold by the Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or contribution with respectany other rule of similar effect or (ii) all of the shares of our common stock have been sold pursuant to payments thatthis prospectus or Rule 144 under the agentsSecurities Act or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary courseany other rule of business.
All securities we offer, other thansimilar effect. The shares of our common stock will be new issuessold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares of securities with no established trading market. Any underwritersour common stock covered hereby may make a market in these securities, but will not be obligated to do sosold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares of our common stock may discontinue anynot simultaneously engage in market making at any time without notice. We cannot guaranteeactivities with respect to the liquidity ofcommon stock for the trading markets for any securities.
Any underwriter may engageapplicable restricted period, as defined in overallotment, stabilizing transactions, short covering transactions and penalty bids. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or over-the-counter market or otherwise.
Any underwriters who are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in the securities on The Nasdaq Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricingcommencement of the offering, beforedistribution. In addition, the commencementSelling Stockholder will be subject to applicable provisions of offers orthe Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the securities. Passive market makers must comply with applicable volumecommon stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excesshave informed them of the highest independent bid for such security; if all independent bids are lowered belowneed to deliver a copy of this prospectus to each purchaser at or prior to the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market pricetime of the securities at a level above that which might otherwise prevail insale (including by compliance with Rule 172 under the open market and, if commenced, may be discontinued at any time.Securities Act).
 
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LEGAL MATTERS
The validity of the securitiesshares of our common stock being offered herebyby this prospectus will be passed upon for us by Troutman Pepper Hamilton Sanders LLP. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offerings.LLP, Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements of Trevena, Inc. at December 31, 2022 and 2021, and for each of the two years in the period ended December 31, 2022, incorporated by reference in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 and the effectiveness of our internal control over financial reporting as of December 31, 2019, as set forth in their reportsreport thereon (which containcontains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports,report, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with the SEC and does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we areshares of our common stock the Selling Stockholder is offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information. We areThe Selling Stockholder is not making an offer of these securitiesthe shares of our common stock in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securitiesshares of our common stock offered by this prospectus.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You can also request copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC, including Trevena. The address of the SECSEC’s website is www.sec.gov.
We also maintain a website at www.trevena.com. InformationThrough our website, we make available, free of charge, annual, quarterly and current reports, proxy statements and other information as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in or accessible through our website is not incorporated into and does not constitute a part of this prospectus.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus is 001-36193. The documents incorporated by reference into this prospectus contain important information that you should read about us.
The following documents are incorporated by reference into this document:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 20192022 filed with the SEC on March 12, 2020;30, 2023;
​
•
the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 20192022 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed) filed with the SEC on April 13, 202028, 2023;;
​

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•
our Quarterly Reports on Form 10-Q for the quarterly period ended on March 31, 2020,2023, filed with the SEC on May 7, 202015, 2023, for the quarterly period ended on June 30, 2020,2023, filed with the SEC on August 10, 202014, 2023 and for the quarterly period ended on September 30, 2020,2023, filed with the SEC on November 2, 2020;14, 2023;
​
•
our Current Reports on Form 8-K (other than the information furnished under Items 2.02 and 7.01 of Form 8-K rather than filed) filed with the SEC on February 10, 2020January 9, 2023 (other than the information furnished under Item 7.01 of Form 8-K), March 4, 202013, 2023, March 26, 202030, 2023, April 20, 202021, 2023, May 26, 20208, 2023, May 9, 2023 (other than the information furnished under Item 2.02 of Form 8-K), May 30, 2023; June 2, 202020, 2023, as amended on August 11, 2020July 6, 2023, August 13, 2020June 26, 2023 and , July 20, 2023, September 1, 2023, September 6, 2023 (other than the information furnished under Item 7.01 of Form 8-K), September 18, 2023, October 30, 20202, 2023 (other than the information furnished under Item 7.01 of Form 8-K), November 9, 2023, and December 28, 2023; and
​
•
the description of our common stock, which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8-A, filed with the SEC on November 12, 2013, including any amendments or reports filed for the purpose of updating such description.
​
We also incorporate by reference into this prospectus all documentsany future filings (other than currentany filings or portions of such reports that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules, including Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filedfurnished on such form that are related to such items) that are filed by usitems unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, (i)including those made after the date of the initial filing of the registration statement of which this prospectus formsis a part and prior to the effectiveness of the registration statement, or (ii) after the date of this prospectus but prior tountil we file a post-effective amendment that indicates the termination of the offering. Theseoffering of the securities made by this prospectus, and such documents include periodic reports,will become a part of this prospectus from the date that such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Qdocuments are filed with the SEC. Information in such future filings updates and Current Reports on Form 8-K, as well as proxysupplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
We will providefurnish to each person, including any beneficial owner,anyone to whom a prospectus is delivered, including any beneficial owner, without charge, uponon written or oral request, a copy of any or all of the documents that are incorporated by reference intoin this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into suchto these documents. You should direct any requests for documents by writing us at 955 Chesterbrook Blvd., Suite 110, Chesterbrook, Pennsylvania 19087, Attn: Corporate Secretary or telephoning us at (610) 354-8840.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement.
 
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​
​
2,779,906 Shares of Common Stock Underlying Pre-Funded Warrants
8,648,666 Shares of Common Stock Underlying Warrants
[MISSING IMAGE: lg_trevena-4c.jpg]
PROSPECTUS
           , 2024
We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You must not rely on any unauthorized information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not offer to sell any securities in any jurisdiction where it is unlawful. Neither the delivery of this prospectus, nor any sale made hereunder, shall create any implication that the information in this prospectus is correct after the date hereof.
​
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PART II
 — INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution
​
The following table sets forthexpenses payable by Trevena, Inc. (the “Registrant” or the estimated costs“Company”) in connection with the issuance and expenses, otherdistribution of the securities being registered (other than underwriting discounts and commissions, payable by us in connection with the offering of the securities being registered. All the amounts shownif any) are estimates,set forth below. Each item listed is estimated, except for the SECSecurities and Exchange Commission (the “SEC”) registration fee.
​SEC registration fee​​$27,275.00​​SEC registration fee​​$1,222.97​​
​Accounting fees and expenses​​​*​​Legal fees and expenses​​​
​(1)
​​
​Legal fees and expenses​​​*​​Accounting fees and expenses​​​
​(1)
​​
​Transfer agent fees and expenses​​​*​​Transfer agent and trustee fees​​​
​(1)
​​
​Trustee fees and expenses​​​*​​Miscellaneous​​​
​(1)
​​
​Printing and miscellaneous expenses​​​*​​Total(2)​​$​(1)​​
​Total​​$*​​
​
(*)(1)
These fees are calculated based on the securitiescommon stock offered and the number of issuances and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forthAn estimate of the aggregate amount of these expenses payablewill be reflected in respect ofthe applicable prospectus supplement.
​
(2)
Does not include any fees or expenses in connection with any subsequent underwritten offering of securities.and any supplements prepared in connection therewith.
​
Item 15.
Indemnification of OfficersDirectors and DirectorsOfficers
​
Under Section 145 of the Delaware General Corporation Law or DGCL,of the State of Delaware (the “DGCL”) we have broad powers to indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended, or the Securities Act. Section 145 of the DGCL generally provides that a Delaware corporation has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to, the best interests of the corporation and, with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that (i) eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the fullest extent permitted under applicable law, (ii) require us to indemnify our directors and executive officers to the fullest extent permitted by the DGCL or other applicable law and (iii) provide us with the power, in our discretion, to indemnify our other officers, employees and other agents as set forth in the DGCL or other applicable law. We believe that these provisions of our amended and restated certificate of incorporation and amended and restated bylaws are necessary to attract and retain qualified persons as directors and officers. These provisions do not eliminate our directors’ or officers’ duty of care, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under the DGCL. In addition, each director will continue to be subject to liability pursuant to Section 174 of the DGCL, for breach of such director’s duty of loyalty to us, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for acts or omissions that such director believes to be contrary to our best interests or the best interests of our stockholders, for any transaction from which such director derived an improper personal benefit, for acts or omissions involving a reckless disregard for such director’s duty to us or to our stockholders when such director was aware or should have been aware of a risk of serious injury to us or to our stockholders, for acts or omission that constitute an unexcused pattern of inattention that amounts to an abdication of such director’s duty to us or to our stockholders, for improper transactions between such director and us and for improper loans to directors and officers. These provisions also do not affect a director’s responsibilities under any other law, such as the federal securities law or state or federal environmental laws.

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As permitted by Delaware law, we have entered into indemnification agreements with each of our current directors and officers pursuant to the foregoing provisions. We have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

II-1Item 16.
Exhibits
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The underwriting agreement, if any, entered intoA list of all exhibits filed with respect to an offering of securities registered hereunder will provide for indemnification by any underwriters of any offering, our directors and officers who sign thethis registration statement on Form S-3 is set forth on the Exhibit Index and our controlling persons for some liabilities, including liabilities arising under the Securities Act.
Item 16.    Exhibits and Financial Statement Schedules
​Exhibit
Number		​​Description of Document​
​​​1.1*​​​Form of Underwriting Agreement.​
​​​3.1​​​Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5,
2014).		​
​​​3.2​​​Certificate of Amendment of Amended and Restated Certificate of Incorporation of Trevena, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 21, 2018).​
​​​3.3​​​Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2014).​
​​​4.1​​​Reference is made to Exhibits 3.1, 3.2, and 3.3​
​​​4.2​​​Specimen stock certificate evidencing shares of Common Stock of the Registrant (incorporated by
reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File
No. 333- 191643), filed with the SEC on November 12, 2013).		​
​​​4.3​​​Form of Indenture, between the Registrant and one or more trustees to be named.​
​​​4.4*​​​Form of Note.​
​​​4.5*​​​Form of Common Stock Warrant Agreement and Warrant Certificate.​
​​​4.6*​​​Form of Preferred Stock Warrant Agreement and Warrant Certificate.​
​​​4.7*​​​Form of Debt Securities Warrant Agreement and Warrant Certificate.​
​​​4.8*​​​Form of Specimen Preferred Stock Certificate and Certificate of Designations of Preferred Stock.​
​​​5.1​​​Opinion of Troutman Pepper Hamilton Sanders LLP.​
​​​23.1​​​Consent of Independent Registered Public Accounting Firm.​
​​​23.2​​​Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1).​
​​​24.1​​​Power of Attorney (included on signature page).​
​​​25.1*‡​​​Statement of Eligibility of Trustee under the Indenture.​
​
*
To be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference, if applicable.
​
‡
To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 under the electronic form type “305B2” and in accordance with the requirements of Item 601(b)(25) of Regulation S-K.
​reference.
Item 17.
Undertakings
(a)
​
(a)   The undersigned registrant hereby undertakes:
​
(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;Act;
​

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(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
​
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
​
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) aboveof this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 andor Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)   That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)(i)   Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)(ii)   Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the

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first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

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Thesecurities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement,registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
​
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
​
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
​
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
​
(b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)II-3
The undersigned registrant hereby undertakes that:
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(1)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
EXHIBIT INDEX
(e)   The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act.
​
Exhibit
No.
​​Description​
​3.1​​Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2014).​
​3.2​​Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the SEC on May 21, 2018).​
​3.3​​Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the SEC on November 9, 2022).​
​3.4​​Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the SEC on August 1, 2022).​
​3.5​​Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K, filed with the SEC on August 1, 2022).​
​3.6​​Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2014).​
​3.7​​Amendment No. 1 to Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to Registrant’s Current Report on Form 8-K, filed with the SEC on August 1, 2022).​
​4.1​​Specimen stock certificate evidencing shares of Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-191643), originally filed with the SEC on October 9, 2013).​
​4.2​​Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2023).​
​4.3​​Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2023).​
​4.4​​Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2023).​
​4.5​​Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2023).​
​5.1*​​Opinion of Troutman Pepper Hamilton Sanders LLP.​
​10.1​​Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2023).​
​10.2​​Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2023).​
​10.3​​Form of Inducement Letter Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2023).​
 
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​
Exhibit
No.
​​Description​
​23.1#​​
Consent of Ernst & Young LLP, independent registered public accounting firm.
​
​23.2*​​
Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1).
​
​24.1*​​
Power of Attorney (included on the signature page to this registration statement).
​
​107*​​
Filing Fees Exhibit.
​
​
​
*
Previously filed.
​
​
#
Filed herewith.
​

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Commonwealth of Pennsylvania, on the 27th19th day of November, 2020.January, 2024.
​​​​TREVENA, INC.​
​​​​By:​​
/s/ Carrie L. Bourdow
​
​
​​​​​​​
Carrie L. Bourdow
President, and Chief Executive Officer & Chair of the Board
​
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carrie L. Bourdow and Barry Shin, and each or any one of them, as his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions, which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.
​Signature​​Title​​Date​
​
/s/ Carrie L. Bourdow
​
Carrie L. Bourdow
​​
President, Chief Executive Officer and& Chair of the Board
Director (Principal(Principal Executive Officer)
​​November 27, 2020January 19, 2024​
​
/s/ Barry Shin
​
Barry Shin
​​
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
​​November 27, 2020January 19, 2024​
​
/s/ Leon O. Moulder, Jr.
​
Leon O. Moulder, Jr.
​​Chairman of the Board of Directors​​November 27, 2020​
​
/s/ Scott Braunstein*
​
Scott Braunstein, M.D.
​​Lead Independent Director​​November 27, 2020January 19, 2024​
​
/s/ Michael R. Dougherty*
​
Michael R. DoughertyMark Corrigan, M.D.
​​Director​​November 27, 2020January 19, 2024​
​
/s/ Maxine Gowen, Ph.D.*
​
Maxine Gowen, Ph.D.Marvin H. Johnson, Jr.
​​Director​​November 27, 2020​

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​Signature​​Title​​DateJanuary 19, 2024​
​
/s/ Julie H. McHugh
​
Julie H. McHugh
​​Director​​November 27, 2020​
​
/s/ Jake R. Nunn*
​
Jake R. Nunn
​​Director​​November 27, 2020January 19, 2024​
​
/s/ Anne M. Phillips, M.D.*
​
Anne M. Phillips, M.D.
​​Director​​November 27, 2020January 19, 2024​
​
/s/ Barbara Yanni*
​
Barbara Yanni
​​Director​​November 27, 2020January 19, 2024​
​
*By:
/s/ Barry Shin
​
​
Barry Shin
Attorney-in-fact
 
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