Filed Pursuant to Rule 424(b)(5)
Registration No. 333-251006
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 4, 2020)
765,000 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 1,849,380 Shares of Common Stock
Warrants to Purchase up to 2,614,380 Shares of Common Stock
We are offering 765,000 shares of our common stock (the “Common Stock”), Pre-Funded Warrants (as defined below) exercisable for up to an aggregate of 1,849,380 shares of Common Stock and warrants exercisable for up to an aggregate of 2,614,380 shares of our common stock (the “Warrants”) to a single institutional investor pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement, dated November 16, 2022 (the “Securities Purchase Agreement”). Each Warrant will have an exercise price of $2.95 per share of common stock and will be exercisable immediately on the date of issuance and will expire five (5) years after the date of issuance. See “Description of Securities We Are Offering” in this prospectus supplement for additional information. We are also registering an aggregate of up to 2,614,380 shares of our common stock issuable upon the exercise of the Warrants and the Pre-Funded Warrants (the “Warrant Shares”, and collectively with the Common Stock, the Pre-Funded Warrants and the Warrants, the “Securities”). We are offering pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,849,380 with its affiliates shares of our common stock to result in the investor, whose purchase of additional Common Stock in this offering would otherwise result in the investor, together with its affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding common stock immediately following the consummation of this offering. The purchase price of each Pre-Funded Warrant is equal to $3.0590, which is equal to the sale price of the Common Stock minus $0.001, the exercise price of each Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The Shares, Pre-Funded Warrants and Warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.
We have engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the Securities being offered pursuant to this prospectus supplement and accompanying prospectus. The Placement Agent has no obligation to buy any of the Securities from us or to arrange for the purchase or sale of any specific number or dollar amount of Securities. We have agreed to pay the Placement Agent the fees set forth in the table below.
Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “TRVN.” The last reported sale price of our common stock on The Nasdaq Capital Market on November 15, 2022, was $3.46 per share. There is no established public trading market for the Pre-Funded Warrants or the Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Pre-Funded Warrants or the Warrants on any national securities exchange or other trading market. Without an active market, the liquidity of the Pre-Funded Warrants and the Warrants will be limited.
Investing in our Securities involves a high degree of risk. See “Risk Factors” beginning on page S-7 of this prospectus supplement, page 7 of the accompanying prospectus and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
Per Share | Per Pre-Funded Warrant | Total | ||||||||||
Offering Price | $ | 3.06 | $ | 3.0590 | $ | 7,997,388.42 | ||||||
Placement Agent fees(1) | $ | 0.1836 | $ | 0.1836 | $ | 480,000.17 | ||||||
Proceeds, before expenses, to us | $ | 2.8764 | $ | 2.8754 | $ | 7,517,388.25 |
(1) | We have agreed to pay the Placement Agent: (i) a cash fee equal to 6.0% of the aggregate gross proceeds raised in this offering and (ii) to reimburse the Placement Agent $25,000 for non-accountable expenses and up to $50,000 for reasonable and documented fees and expenses of legal counsel and other actual out-of-pocket expenses. See “Plan of Distribution” beginning on page S-17 of this prospectus supplement for additional information with respect to the compensation we will pay the Placement Agent. |
We anticipate that delivery of the shares of Common Stock, Pre-Funded Warrants and Warrants will be made on or about November 18, 2022, subject to satisfaction of customary closing conditions.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
H.C. Wainwright & Co.
The date of this prospectus supplement is November 16, 2022
TABLE OF CONTENTS
Accompanying Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process. This document contains two parts. The first part consists of this prospectus supplement, which provides you with specific information about this offering. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus supplement,” we are referring to both parts combined. This prospectus supplement may add, update or change information contained in the accompanying prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference herein or therein, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference herein and therein. You should read this prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein and therein, and any related free writing prospectus that we have authorized for use in connection with this offering.
You should rely only on the information that we have included or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus that we may authorize to be provided to you. We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing prospectus that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing prospectus. This prospectus supplement, the accompanying prospectus and 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 supplement, the accompanying 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 supplement, the accompanying prospectus 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 herein or therein is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus supplement, the accompanying prospectus or any related free writing prospectus is delivered, or securities are sold, on a later date.
This prospectus supplement contains or incorporates by reference 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 or will be filed or have been or will be incorporated by reference as exhibits to the registration statement of which this prospectus supplement forms a part, and you may obtain copies of those documents as described in this prospectus supplement under the heading “Where You Can Find More Information.”
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Securities in certain jurisdictions may be restricted by law. We are not making an offer of the Securities in any jurisdiction where the offer is not permitted. Persons who come into possession of this prospectus supplement and the accompanying prospectus should inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
Solely for convenience, tradenames referred to in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference appear without the ® symbol, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these tradenames.
S-1 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus supplement, the accompanying prospectus or the documents incorporated herein or therein by reference regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. In particular, we caution you that our forward-looking statements are subject to the ongoing and developing circumstances related to the COVID-19 pandemic, which may have a material adverse effect on our business, operations and future financial results. 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 in some cases intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus supplement and the accompanying prospectus supplement, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain.
The forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated herein by reference include, among other things, statements about:
• | our ability to successfully commercialize OLINVYK and any other product candidates for which we may obtain regulatory approval; |
• | our sales, marketing and manufacturing capabilities and strategies; |
• | any ongoing or planned clinical trials and nonclinical studies for our product candidates; |
• | the extent of future clinical trials potentially required by the U.S. Food and Drug Administration for our product candidates; |
• | our ability to fund future operating expenses and capital expenditures with our current cash resources or to secure additional funding in the future; |
• | the timing and likelihood of obtaining and maintaining regulatory approvals for our product candidates; |
• | our plan to develop and potentially commercialize our product candidates; |
• | the clinical utility and potential market acceptance of our product candidates, particularly in light of existing and future competition; |
• | the size of the markets for our product candidates; |
• | the performance of third-parties upon which we depend, including contract manufacturing organizations, suppliers, contract research organizations, distributors and logistics providers; |
• | our ability to identify or acquire additional product candidates with significant commercial potential that are consistent with our commercial objectives; |
• | our ability to forecast future demand for OLINVYK in order to manage product inventory effectively and avoid inventory valuation adjustments; |
• | the extent to which health epidemics and other outbreaks of communicable diseases, including the ongoing COVID-19 pandemic and the effects to mitigate it, could disrupt our operations and/or materially and adversely affect our business and financial conditions; |
• | our intellectual property position and our ability to obtain and maintain patent protection and defend our intellectual property rights against third parties; |
• | our ability to make interest or principal payments on our indebtedness when due, and to comply with certain restrictive covenants in our loan agreements; and |
• | our ability to satisfy all applicable Nasdaq continued listing requirements. |
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we 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.
S-2 |
You should read this prospectus supplement, the accompanying prospectus and the documents that we incorporate by reference herein and therein completely and with the understanding that our actual future results may be materially different from what we expect. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
S-3 |
This summary highlights information contained in other parts of this prospectus supplement and the accompanying prospectus and in the documents we incorporate by reference. Because it is only a summary, it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus supplement, the accompanying prospectus, any applicable free writing prospectus and the documents incorporated by reference herein and therein. You should read all such documents carefully, especially the risk factors and our consolidated financial statements and the related notes included or incorporated by reference herein or therein, before deciding to invest in our securities. Unless the context requires otherwise, references in this prospectus supplement to “Trevena,” “we,” “us” and “our” refer to Trevena, Inc. and our subsidiaries.
Overview
We are a biopharmaceutical company focused on developing and commercializing novel medicines for patients affected by central nervous system, or CNS, disorders.
Our product, OLINVYK® (oliceridine) injection, or OLINVYK, was approved by the United States Food and Drug Administration, or FDA, in August 2020. We initiated commercial launch of OLINVYK in the first quarter of 2021. OLINVYK is an 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 the first new chemical entity, or NCE, in this intravenous, or IV-, drug class in decades and it offers a differentiated profile that addresses unmet needs in the acute pain management landscape. OLINVYK delivers IV opioid efficacy with a rapid 1-3 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. The U.S. Drug Enforcement Administration, or DEA, has classified oliceridine as a Schedule II controlled substance.
Using our proprietary product platform, we also have identified and are developing the following product candidates (none of these product candidates have been approved by the FDA for commercialization):
• | TRV045: We are evaluating a set of novel sphingosine-1-phosphate, or S1P, modulators that may offer a new, non-opioid approach to managing chronic neuropathic pain and epilepsy. Our lead candidate is TRV045. TRV045 targets the S1P subtype 1 receptor and nonclinical data suggests that TRV045 effectively reverses neuropathic pain without the immune-suppressing activity observed with currently approved therapeutics targeting S1P receptors. |
In September 2021, we submitted an IND for TRV045 and subsequently received a clinical hold letter from the FDA regarding certain Phase 1 study design elements. We promptly responded to the FDA’s comments, and in December 2021, we announced advancement of TRV045 into Phase 1 clinical development, initially for diabetic neuropathic pain, or DNP. DNP affects up to a quarter of people with diabetes, and currently approved therapeutics fail to provide adequate relief or are poorly tolerated among approximately half of all DNP patients.
On November 9, 2022 we announced positive topline results from the Phase 1 study of TRV045. The study included single-ascending dose, food effect and multiple dose phases. TRV045 was well tolerated, with no serious adverse events reported. The PK profile of TRV045 showed a half-life consistent with anticipated once-daily dosing. Based on the PK exposure, the calculated free plasma concentrations of TRV045 exceeded the targeted efficacy range based on nonclinical measures of in vitro and in vivo pharmacodynamics. A targeted set of laboratory measures were studied to characterize the tolerability of TRV045, including total lymphocyte counts, ECGs, and ophthalmologic examinations, as these adverse events have been associated with existing S1P-targeted compounds. No lymphopenia, cardiac, pulmonary or ophthalmologic adverse events were reported in the Phase 1 study for TRV045.
• | 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. TRV250 also may have utility in a range of other CNS indications. Because TRV250 selectively targets the DOR, we believe it will not have the addiction liability of conventional opioids or have other mu-opioid related adverse effects like respiratory depression and constipation. Data from our first-in-human Phase 1 study of TRV250 showed a favorable tolerability profile and pharmacokinetics. In March 2021, we announced that we identified a novel process to support oral dose formulation for TRV250. The process development work to evaluate the acceptability of the oral formulation has the potential to extend the patent for TRV250 by an additional five years to 2041. |
S-4 |
• | TRV734: We also have identified and have completed the initial Phase 1 studies for TRV734, an NCE targeting the same novel mechanism of action at the mu 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. We are collaborating with the National Institute on Drug Abuse, or NIDA, to further evaluate TRV734 for the management of OUD, and NIDA initiated a proof-of-concept study for this indication in December 2019. In June 2021, we announced that the study, which had been paused due to the global COVID-19 pandemic, had resumed recruiting patients. We intend to continue to focus our efforts for TRV734 on securing a development and commercialization partner for this asset. |
Recent Developments
Reverse Stock Split
At a special meeting of stockholders held on September 8, 2022, our stockholders approved a proposal to authorize our board to amend our amended and restated certificate of incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of our outstanding shares of our common stock by a ratio of any whole number between 1-for-2 to 1-for-25, at any time prior to December 19, 2022, with the exact ratio to be set within that range by the board. On September 13, 2022, the board approved a 1-for-25 reverse stock split of the outstanding share of our common stock (the “Reverse Stock Split”). On November 9, 2022, we filed a certificate of amendment (the “Amendment”) to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of 5:01 p.m. on November 9, 2022. The Amendment did not change the number of authorized shares of our common stock.
Corporate Information
We were incorporated as a Delaware corporation in 2007. Our principal executive offices are located at 955 Chesterbrook Boulevard, Suite 110, Chesterbrook, PA 19087, and our telephone number is (610) 354-8840.
Available Information
Our website address is www.trevena.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it in any way part of this prospectus supplement and should not be relied upon in connection with making any decision with respect to an investment in our securities. We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain any of the documents filed by us with the SEC at no cost from the SEC’s website at www.sec.gov.
S-5 |
Common stock offered by us | 765,000 shares |
Pre-Funded Warrants offered by us | Pre-Funded Warrants to purchase up to 1,849,380 shares of our Common Stock to the investor whose purchase of additional Shares in this offering would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding common stock immediately following the consummation of this offering. The purchase price of each Pre-Funded Warrant is equal to $3.0590, which is equal to the purchase price of the Shares minus $0.001, the exercise price of each Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This offering also relates to the shares of common stock issuable upon exercise of any Pre-Funded Warrants sold in this offering. |
Warrants offered by us | Warrants to purchase up to an aggregate of 2,614,380 shares of our common stock. Each warrant has an exercise price of $2.95 per share, will become exercisable immediately on the date of issuance and will expire upon the five (5) year anniversary of the date of issuance. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the Warrants. |
Common stock outstanding before this offering | 6,948,962 shares |
Common stock to be outstanding after this offering | 7,713,962 shares |
Best Efforts | We have agreed to issue and sell the Securities offered hereby to the investor through the Placement Agent, and the Placement Agent has agreed to offer and sell such Securities on a reasonable “best efforts” basis. The Placement Agent is not required to sell any specific number or dollar amount of the Securities offered hereby, but will use its reasonable best efforts to sell such Securities. See “Plan of Distribution” on page S-17 of this prospectus supplement. |
Use of proceeds | We currently intend to use the net proceeds from this offering for general corporate purposes. See “Use of Proceeds.” |
Risk Factors | An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectus supplement and page 5 of the accompanying prospectus and the similarly titled sections in the documents incorporated by reference into this prospectus supplement. |
The Nasdaq Capital Market symbol | Our common stock is traded on The Nasdaq Capital Market under the symbol “TRVN”. |
The number of shares of our common stock to be outstanding immediately after this offering is based on 6,948,962 shares of our common stock outstanding as of November 16, 2022, and excludes as of such date:
• | 344,560 shares of our common stock issuable upon the exercise of stock options outstanding, at a weighted-average exercise price of $49.27 per share; |
• | 188,096 shares of our common stock issuable upon the vesting and settlement of restricted stock units outstanding; |
• | 540,655 shares of our common stock available for future issuance under our 2013 Equity Incentive Plan; |
• | 12,000 shares of our common stock available for future issuance under our Inducement Plan; |
• | 9,032 shares of our common stock available for future issuance under our 2013 Employee Stock Purchase Plan; |
• | 2,614,380 shares of our common stock issuable upon the exercise of the Warrants to be issued pursuant to this prospectus supplement with an exercise price of $2.95 per share; and |
• | 211,017 shares of our common stock issuable upon the exercise of warrants outstanding as of November 16, 2022 with a weighted-average exercise price of $23.44 per share. |
Except as otherwise indicated, all information in this prospectus supplement assumes no exercise of the outstanding stock options or warrants or settlement of the restricted stock units described above.
S-6 |
An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities you should carefully consider the risks described below and those discussed under the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporated by reference in this prospectus supplement and the accompanying prospectus, together with other information in this prospectus supplement, the accompanying prospectus, the information and documents incorporated by reference herein and therein, 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 harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment.
The market price for our common stock has been volatile and may continue to fluctuate or may decline significantly in the future.
An active, liquid and orderly market for our common stock may not be sustained, which could depress the trading price of our common stock or cause it to continue to be highly volatile or subject to wide fluctuations. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include, among other things:
• | our ability to successfully commercialize OLINVYK; |
• | our ability to identify a strategic partner with appropriate sales and marketing capabilities and to enter into a strategic partnership on commercially acceptable terms with such partner to commercialize OLINVYK outside the United States; |
• | our ability to effectively manage the levels of production, distribution and delivery of OLINVYK through our supply chain; |
• | our ability to leverage our development experience to progress our other pipeline product candidates; |
• | our ability to identify and successfully acquire or in-license new product candidates on acceptable terms; |
• | FDA, state or international regulatory actions, including actions on regulatory applications for ANJESO or any of our product candidates; |
• | legislative or regulatory changes; |
• | judicial pronouncements interpreting laws and regulations; |
• | changes in government programs; |
• | announcements of new products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors; |
• | market conditions in the pharmaceutical and biotechnology sectors; |
• | fluctuations in stock market prices and trading volumes of similar companies; |
• | changes in accounting principles; |
• | litigation or public concern about the safety of our products or product candidates or similar products or product candidates; |
• | sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders; |
• | our announcement of financing transactions, including debt, convertible notes, warrant exchanges, etc.; |
• | our ability to have sufficient authorized shares of our common stock available; |
• | the ability to effectuate a reverse stock split or other similar change to our capital structure; |
• | the continued negative effects of the COVID-19 pandemic on the global economy; and |
• | actions by institutional stockholders. |
S-7 |
These broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating performance. The stock market in general has from time to time experienced extreme price and volume fluctuations, including recently. In addition, in the past, following periods of volatility in the overall market and decreases in the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
Risks Related to This Offering
Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.
Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of the proceeds of this offering. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could harm our business, delay the development of our pipeline product candidates and cause the price of our common stock to decline.
Purchasers of our common stock will experience immediate and substantial dilution in the net tangible book value per share of the common stock they purchase.
Investors purchasing shares of common stock in this offering will incur immediate dilution in the net tangible book value of the common stock purchased of $0.01 per share, representing the difference between the offering price of $3.06 per share and our net tangible book value as of September 30, 2022 after giving effect to this offering. The exercise of outstanding stock options, restricted stock units and warrants would result in further dilution of your investment. See the section entitled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering.
Issuances of shares of common stock or securities convertible into or exercisable for shares of common stock following this offering, as well as the exercise of options outstanding, will dilute your ownership interests and may adversely affect the future market price of our common stock.
We may need additional capital to fund the development, registration and commercialization of our product candidates. We may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to be diluted. In addition, we have a significant number of options to purchase shares of our common stock outstanding. If these securities are exercised, you may incur further dilution. Moreover, to the extent that we issue additional options to purchase, or securities convertible into, exercisable or exchangeable for, shares of our common stock in the future and those options or other securities are exercised, converted or exchanged, stockholders may experience further dilution.
The Pre-Funded Warrants and Warrants are not listed for trading on any exchange, so the ability to trade the Pre-Funded Warrants or Warrants is limited.
There is no established public trading market for the Pre-Funded Warrants or the Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply for listing the Pre-Funded Warrants or the Warrants on any national securities exchange or other trading market. Without an active market, the liquidity of the Pre-Funded Warrants and the Warrants will be limited.
Holders of Pre-Funded Warrants and Warrants purchased in this offering will have no rights as common stockholders until such holders exercise their Pre-Funded Warrants or Warrants and acquire our common stock, except as set forth in the Pre-Funded Warrants and Warrants.
Until holders of the Pre-Funded Warrants and the Warrants acquire shares of our common stock upon exercise of such Pre-Funded Warrants or Warrants, the holders will have no rights with respect to the shares of our common stock uunderlying such Pre-Funded Warrants or Warrants, except as set forth in the Pre-Funded Warrants or Warrants. Upon exercise of the Pre-Funded Warrants or the Warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise.
S-8 |
A substantial number of shares of common stock may be sold in the market following this offering, which may depress the market price for our common stock.
Following this offering, a large number of shares of our common stock issuable upon exercise of the Pre-Funded Warrants and Warrants sold in this offering may be sold in the market, which may depress the market price of our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. We are unable to predict the effect that sales may have on the prevailing market price of our common stock. A substantial majority of the outstanding shares of our common stock are, and the shares of common stock sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), unless owned or purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act.
This offering is being conducted on a reasonable “best efforts” basis.
The Placement Agent is offering the securities on a reasonable “best efforts” basis, and the Placement Agent is under no obligation to purchase any shares for its own account. The Placement Agent is not required to sell any specific number or dollar amount of our securities in this offering but will use its reasonable best efforts to sell the securities offered in this prospectus supplement. As a reasonable “best efforts” offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated.
We could lose our listing on the Nasdaq Capital Market if the closing bid price of our common stock does not return to above $1.00 for ten consecutive days during the 180 days ending December 19, 2022. The loss of the Nasdaq listing would make our common stock significantly less liquid and would affect its value.
As initially disclosed on the Current Report on Form 8-K filed on December 23, 2021 with the SEC, we received written notification from Nasdaq notifying us that we had failed to comply with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) because the bid price for our common stock for 30 consecutive business days prior to such date had closed below the minimum $1.00 per share requirement for continued listing. Nasdaq initially granted us 180 calendar days, or until June 20, 2022, to regain compliance with the Minimum Bid Price Requirement. As subsequently reported on a Form 8-K filed with the SEC on June 21, 2022, on June 21, 2022, Nasdaq granted us an additional 180 calendar days, or until December 19, 2022 (the “Extension Period”), to regain compliance with the Minimum Bid Requirement. The extension had no immediate effect on the listing or trading of the common stock on the Nasdaq Capital Market. If, at any time before December 19, 2022, the bid price of our common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that we have achieved compliance with the Rule. If compliance with the Rule cannot be demonstrated by December 19, 2022, Nasdaq will provide written notification that our common stock will be delisted. At that time, we may appeal Nasdaq’s determination to a Hearings Panel. Our stockholders approved a reverse stock split on September 8, 2022. On September 13, 2022, our board of directors approved a reverse stock split of 1-for-25, which was implemented on November 9, 2022. The last reported sales price of our common stock on the Nasdaq Stock Market on November 15, 2022 was $3.46 per share. There can be no assurance that the bid price of our common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days allowing us to regain compliance with the Minimum Bid Price Requirement during the 180-day extension period.
Upon delisting from the Nasdaq Capital Market, our stock would be traded over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as the Nasdaq Capital Market (together, “Exchange-listed Stocks”). Many OTC stocks trade less frequently and in smaller volumes than Exchange-listed Stocks. Accordingly, our stock would be less liquid than it would be otherwise. Also, the values of OTC stocks are often more volatile than Exchange-listed Stocks. Additionally, institutional investors are usually prohibited from investing in OTC stocks, and it might be more challenging to raise capital when needed.
We will continue to monitor the closing bid price of our common stock and seek to regain compliance with the Minimum Bid Price Requirement within the allotted compliance period; however, there can be no assurance that we will regain compliance with the Minimum Bid Requirement or that if we do appeal a subsequent delisting determination, that such appeal would be successful
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If our common stock becomes subject to the penny stock rules, it may be more difficult to sell our common stock.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The OTC Bulletin Board does not meet such requirements and if the price of our common stock is less than $5.00 and our common stock is no longer listed on a national securities exchange such as Nasdaq, our stock may be deemed a penny stock. The penny stock rules require a broker-dealer, at least two business days prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver to the customer a standardized risk disclosure document containing specified information and to obtain from the customer a signed and date acknowledgment of receipt of that document. In addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive: (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.
If our common stock is delisted, your ability to transfer or sell the Pre-Funded Warrants or the Warrants may be limited and the value of the Pre-Funded Warrants or the Warrants will be materially adversely affected.
The Pre-Funded Warrants and Warrants do not contain provisions that protect you if our common stock is delisted. If our common stock is delisted, your ability to transfer or sell the Pre-Funded Warrants, the Warrants or common stock underlying Pre-Funded Warrants and the Warrants may be limited and the value of the securities will be materially adversely affected.
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We estimate that the net proceeds from our issuance and sale of Common Stock, Pre-Funded Warrants and Warrants in this offering will be approximately $7.4 million after deducting the Placement Agent fees and estimated offering expenses payable by us.
We intend to use the net proceeds of the offering for general corporate purposes, which may include working capital and general and administrative expenses.
These expected uses represent our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development, the status of and results from clinical trials, as well as any new collaborations that we may enter into with third parties for our product candidates, the commercialization of our products or our product candidates, if approved, and any unforeseen cash needs. As a result, our management will have broad discretion in the application of the net proceeds from this offering, and the investors will be relying on the judgment of our management regarding the application of the net proceeds from this offering. Pending application of the net proceeds as described above, we intend to invest the net proceeds of this offering in short-term, investment-grade, interest-bearing securities.
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We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends on our common stock will be made at the discretion of our board of directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects, anticipated cash needs, plans for expansion and any other factors deemed relevant by our board of directors.
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DESCRIPTION OF SECURITIES WE ARE OFFERING
We are offering 765,000 shares of our common stock, Pre-Funded Warrants to purchase 1,849,380 shares of our common stock and Warrants to purchase up to 2,614,380 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. The Common Stock, Pre-Funded Warrants and accompanying Warrants will be issued separately. We are also registering the shares of common stock issuable from time to time upon exercise of the Pre-Funded Warrants and Warrants offered hereby. The material terms and provisions of our common stock are described under the caption “Description of Capital Stock” in the accompanying prospectus. The transfer agent for our common stock is Continental Stock Transfer & Trust Company.
The following summary of certain terms and provisions of the Pre-Funded Warrants and the Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrants and Warrants, the forms of which will be filed as exhibits to a Current Report on Form 8-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of warrant for a complete description of the terms and conditions of the Pre-Funded Warrants and the Warrants. Pre-Funded Warrants and Warrants will be issued in certificated form only.
Pre-Funded Warrants
The following summary of certain terms and provisions of Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrant, the form of which will be filed as an exhibit to a Current Report on Form 8-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.
Pre-Funded warrants will be issued in certificated form only.
Duration and Exercise Price
Each Pre-Funded Warrant offered hereby will have an initial exercise price per share equal to $0.0001. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations, or similar events affecting our common stock and the exercise price. The Pre-Funded Warrants do not expire.
Exercisability
The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Pre-Funded Warrant to the extent that the holder would own more than 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding shares of common stock after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. No fractional shares of common stock will be issued in connection with the exercise of a Pre-Funded Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.
Cashless Exercise
In lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Pre-Funded Warrants.
Fundamental Transactions
In the event of any fundamental transaction, as described in the Pre-Funded Warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our shares of common stock, then upon any subsequent exercise of a Pre-Funded Warrant, the holder will have the right to receive as alternative consideration, for each share of common stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of common stock for which the Pre-Funded Warrant is exercisable immediately prior to such event.
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Transferability
Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable).
Exchange Listing
There is no established trading market for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system.
Rights as a Stockholder
Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until such Pre-Funded Warrant holders exercise their Pre-Funded Warrants.
Warrants
Duration and Exercise Price
Each Warrant will have an exercise price of $2.95 and will be exercisable immediately on the date of issuance. The Warrants will expire five (5) years after the date of issuance. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.
Exercisability
The Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). No fractional shares of common stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.
Cashless Exercise
If, at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities Act is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Warrants.
Fundamental Transaction
In the event of any fundamental transaction, as described in the Warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our shares of common stock, then upon any subsequent exercise of a Warrant, the holder will have the right to receive as alternative consideration, for each share of common stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiring corporation of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of common stock for which the Warrant is exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Warrants have the right to require us or a successor entity to redeem the Warrants for cash in the amount of the Black Scholes Value (as defined in each Warrant) of the unexercised portion of the Warrants concurrently with or within 30 days following the consummation of a fundamental transaction. However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the Warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the holders of our common stock in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our common stock are given the choice to receive alternative forms of consideration in connection with the fundamental transaction.
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Transferability
Subject to applicable laws, a Warrant may be transferred at the option of the holder upon surrender of the Warrant to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable).
Exchange Listing
There is no trading market available for the Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Warrants on The Nasdaq Capital Market or any securities exchange or nationally recognized trading system.
Right as a Stockholder
Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their Warrants.
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Pursuant to an engagement agreement, dated November 7, 2022 (the “Engagement Agreement”), we have engaged H.C. Wainwright & Co., LLC (the “Placement Agent”), to act as our exclusive placement agent, on a reasonable best efforts basis, in connection with this offering pursuant to this prospectus supplement and the accompanying prospectus. The terms of this offering are subject to market conditions and negotiations between us, the Placement Agent, and prospective investor. The Engagement Agreement does not give rise to any commitment by the Placement Agent to purchase any of the securities, and the Placement Agent will have no authority to bind us by virtue of the Engagement Agreement. The Placement Agent is not purchasing the securities offered by us in this offering and are not required to sell any specific number or dollar amount of shares of common stock or Warrants, but will assist us in this offering on a reasonable best-efforts basis. Further, the Placement Agent does not guarantee that it will be able to raise new capital in any prospective offering. The Placement Agent may engage sub-agents or selected dealers to assist with the offering.
On November 16, 2022, we entered into a Securities Purchase Agreement directly with the investor in connection with this offering who has agreed to purchase the shares of common stock, the Pre-Funded Warrants and the Warrants in this offering. We will only sell the Securities offered hereunder to the investor who has entered into a Securities Purchase Agreement.
We expect to deliver the Common Stock, the Pre-Funded Warrants and Warrants being offered pursuant to this prospectus supplement and accompanying prospectus on or about November 18, 2022, subject to satisfaction of customary closing conditions.
Fees and Expenses
We have agreed to pay to the Placement Agent: (i) a cash fee equal to 6.0% of the aggregate gross proceeds raised in this offering (subject to certain reductions), (ii) to pay the Placement Agent $25,000 for non-accountable expenses and up to $50,000 for reasonable and documented fees and expenses of legal counsel and (iii) $15,950 for clearing fees.
Per Share | Per Pre- Funded Warrant | Total | ||||||||||
Offering price | $ | 3.06 | $ | 3.0590 | $ | 7,997,388.42 | ||||||
Placement agent fee | $ | 0.1836 | $ | 0.1836 | $ | 480,000.17 | ||||||
Proceeds to us, before expenses | $ | 2.8764 | $ | 2.8754 | $ | 7,517,388.25 |
We estimate the total expenses payable by us for this offering to be approximately $620,950, which amount includes (i) a Placement Agent’s fee of $480,000, assuming the purchase of all of the Securities we are offering; (ii) a $25,000 non-accountable expense allowance payable to the Placement Agent; (iii) up to $50,000 for reasonable and documented fees and expenses of legal counsel and other actual out-of-pocket expenses, (iv) $15,950 for clearing costs, and (v) and other estimated expenses of approximately $50,000 which include legal, accounting, printing costs and various fees associated with the registration and listing of our shares. Cantor Fitzgerald & Co. is acting as an independent financial advisor to us, and we will pay a customary advisory fee which is included in the total fee payable for this offering.
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Indemnification
We have agreed to indemnify the Placement Agent and specified other persons against certain liabilities, including liabilities under the Securities Act, and the Exchange Act, and to contribute to payments that the Placement Agent may be required to make in respect of such liabilities.
Regulation M
The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act and any fees received by it and any profit realized on the sale of the securities by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. The Placement Agent will be required to comply with the requirements of the Securities Act and the Exchange Act including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the Placement Agent. Under these rules and regulations, the Placement Agent may not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until they have completed their participation in the distribution.
Lock-up Restrictions
In the Securities Purchase Agreement, we have agreed to a limitation on the issuance and sale of our securities for ninety (90) days following the closing date of this offering, subject to certain exceptions. In addition, we have agreed to not issue any securities that are subject to a price reset based on the trading prices of our common stock or upon a specified or contingent event in the future or enter into any agreement to issue securities at a future determined price for a period of one (1) year following the closing date of this offering, subject to an exception.
Other Relationships
H.C. Wainwright & Co. acted as our placement agent for the registered direct offering we consummated in January 2019, as our sales agent for our at-the-market facility, as an underwriter in connection with an underwritten public offering that we consummated in August 2020, and as our placement agent for the registered direct offering we consummated in July 2022, in each case for which it received compensation.
From time to time, the Placement Agent may provide in the future, various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which it may receive customary fees and commissions. Except as disclosed in this prospectus supplement, we have no present arrangements with the Placement Agent for any services.
Nasdaq Capital Market Listing
Our stock is currently traded on The Nasdaq Capital Market under the symbol “TRVN”. On November 15, 2022, the last reported sale price of our common stock was $3.46 per share.
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The validity of the shares of securities being offered in this offering will be passed upon for us by Troutman Pepper Hamilton Sanders LLP. The Placement Agent is being represented by Duane Morris LLP, in connection with this offering.
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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, 2021 and the effectiveness of our internal control over financial reporting as of December 31, 2021, as set forth in their reports (which contain 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 financial statements), which are incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
The SEC maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement, filed as part of the registration statement, does not contain all the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. You may access the registration statement, of which this prospectus supplement and the accompanying base prospectus forms a part, at the SEC’s Internet website. Our reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act, are also available for download, free of charge, as soon as reasonably practicable after these reports are filed with the SEC, at our website at http://www.trevena.com. The content contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus supplement or the accompanying prospectus.
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The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus. Information in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement.
We incorporate by reference into this prospectus supplement and the accompanying prospectus the information or documents listed below that we have filed with the SEC:
• | Our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022; |
• | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 filed with the SEC on May 11, 2022, August 11, 2022 and November 9, 2022, respectively; |
• | The information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021 from our Definitive Proxy Statement on Form DEF 14A, filed on May 9, 2022; |
• | Our Current Reports on Form 8-K filed with the SEC (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) on January 27, 2022, March 31, 2022, April 25, 2022, June 13, 2022, June 21, 2022, July 28, 2022, August 1, 2022, September 12, 2022, November 9, 2022, November 9, 2022, and November 9, 2022 (in each case other than any portions thereof deemed furnished and not filed); and |
• | The description of our common stock contained in our Form 10-K filed with the SEC on March 12, 2020, including any amendment or report filed for the purpose of updating such description. |
In addition, all documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the termination of the offering of shall be deemed incorporated by reference into this prospectus supplement and the accompanying prospectus and to be a part of this prospectus supplement and the accompanying prospectus from the respective dates of filing such documents. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “Filed” with the SEC, including any information furnished pursuant to items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
Any statement contained in a document incorporated by reference in this prospectus supplement and the accompanying prospectus shall be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus supplement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.
You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting: Jennifer Keyser, Trevena, Inc., 955 Chesterbrook Boulevard, Suite 110, Chesterbrook, PA 19087, (610) 354-8840, email address: jkeyser@trevena.com. In addition, copies of any or all of the documents incorporated herein by reference may be accessed at our website at http://www.trevena.com. The information contained on, or that can be accessed through, such website is not incorporated by reference and is not a part of this prospectus supplement or the accompanying prospectus.
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Preferred Stock
Debt Securities
Warrants
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765,000 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 1,849,380 Shares of Common Stock
Warrants to Purchase up to 2,614,380 Shares of Common Stock
PROSPECTUS SUPPLEMENT
H.C. Wainwright & Co.
November 16, 2022