Stockholders' Equity | Stockholders’ Equity Equity Offerings Under its certificate of incorporation, the Company was authorized to issue up to 100,000,000 shares of common stock as of December 31, 2017 and December 31, 2016 , respectively. The Company also was authorized to issue up to 5,000,000 shares of preferred stock as of December 31, 2017 and December 31, 2016 . The Company is required, at all times, to reserve and keep available out of its authorized but unissued shares of common stock sufficient shares to effect the conversion of the shares of the preferred stock and all outstanding stock options and warrants. On December 14, 2015, the Company entered into an at the market, or ATM, sales agreement with Cowen and Company, LLC, or Cowen, to offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $75.0 million through Cowen as its sales agent. Sales of the shares are deemed to be “at the market offerings”, as defined in Rule 415 under the Securities Act of 1933, as amended. The Company will pay Cowen a commission of up to three percent of the gross sales proceeds and provided Cowen with customary indemnification rights. In 2017, the Company issued and sold 6,248,572 shares of common stock under this ATM facility at a weighted average price per share of $3.41 resulting in gross proceeds of $21.3 million . The net offering proceeds to the Company were approximately $20.7 million after deducting related expenses, including commissions. In 2016, the Company issued and sold 4,815,491 shares of common stock under this ATM facility at a weighted average price per share of $6.865 resulting in gross proceeds of $33.1 million . The net offering proceeds to the Company were approximately $32.1 million after deducting related expenses, including commissions. On September 16, 2015, the Company issued and sold 7,475,000 shares of common stock in a public offering at a price of $9.75 per share, for gross proceeds of approximately $72.9 million . The net offering proceeds to the Company were approximately $68.3 million , after deducting underwriting discounts and commissions of approximately $4.4 million and offering costs of $0.2 million . On April 3, 2015, the Company entered into an ATM agreement with Cowen to offer and sell, from time to time at the Company’s sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $40.0 million through Cowen as its sales agent. The Company paid Cowen a commission of up to three percent of the gross sales proceeds and provided Cowen with customary indemnification rights. In 2015, the Company issued and sold an aggregate of 3,700,000 shares of common stock at a weighted average price per share of $6.0001 for aggregate gross proceeds of $22.9 million . The net offering proceeds to the Company were approximately $22.0 million after deducting related expenses, including commissions. This ATM agreement is no longer in effect. Equity Incentive Plans In 2008, the Company adopted the 2008 Equity Incentive Plan, as amended on February 29, 2008, January 7, 2010, July 8, 2010, December 10, 2010, June 23, 2011 and June 17, 2013, collectively, the 2008 Plan, that authorized the Company to grant restricted stock and stock options to eligible employees, directors and consultants to the Company. In 2013, the Company adopted the 2013 Equity Incentive Plan, as amended on May 14, 2014, collectively, 2013 Plan. The 2013 Plan became effective upon the Company’s entry into the underwriting agreement related to its IPO in January 2014 and, as of such date, no further grants were permitted under the 2008 Plan. The 2013 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of equity compensation (collectively, stock awards), all of which may be granted to employees, including officers, non-employee directors and consultants of the Company. Additionally, the 2013 Plan provides for the grant of cash and stock based performance awards. The 2013 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock available for issuance under the plan automatically increases on January 1 of each year beginning in 2015. On December 15, 2016, the Company adopted the Trevena, Inc. Inducement Plan, or the Inducement Plan, effective January 1, 2017, pursuant to which the Company reserved 500,000 shares of the Company’s common stock for issuance under the Inducement Plan. The Plan provides for nonstatutory stock options and restricted stock unit awards. The only persons eligible to receive grants of awards under the Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1, including individuals who were not previously an employee or director of the Company or are following a bona fide period of non-employment, in each case as an inducement material to such individual’s agreement to enter into employment with the Company. Under all Plans, the amount, terms of grants and exercisability provisions are determined by the board of directors or its designee. The term of the options may be up to 10 years, and options are exercisable in cash or as otherwise determined by the board of directors or its designee. Vesting generally occurs over a period of not greater than four years. The estimated grant‑date fair value of the Company’s share‑based awards is amortized ratably over the awards’ service periods. Share‑based compensation expense recognized was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 1,954 $ 3,511 $ 1,460 General and administrative 4,433 2,392 1,967 Total stock-based compensation $ 6,387 $ 5,903 $ 3,427 A summary of stock option activity and related information through December 31, 2017 follows: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Balance, December 31, 2015 4,630,073 $ 4.98 7.87 Granted 2,067,500 8.43 Exercised (149,622 ) 1.71 Forfeitures (177,373 ) (7.47 ) Balance, December 31, 2016 6,370,578 $ 6.10 7.60 Granted 4,187,344 3.96 Exercised (293,809 ) 1.23 Forfeited/canceled (1,639,890 ) (6.18 ) Balance, December 31, 2017 8,624,223 $ 5.22 7.17 Vested or expected to vest at December 31, 2017 8,624,223 $ 5.22 7.17 Exercisable at December 31, 2017 3,782,652 $ 5.18 5.04 The intrinsic value of the options exercisable as of December 31, 2017 was $0.4 million , based on the Company’s closing stock price of $1.60 per share and a weighted average exercise price of $5.18 per share. The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of stock options at the grant date. The Black‑Scholes model requires the Company to make certain estimates and assumptions, including estimating the fair value of the Company’s common stock, assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk‑free investments and the expected dividend yield for the Company’s stock. The per-share weighted-average grant date fair value of the options granted to employees and directors during the year ended December 31, 2017 , 2016 and 2015 was estimated at $2.68 , $5.26 and $4.49 per share, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2017 2016 2015 Expected term of options (in years) 6.2 6.2 6.2 Risk-free interest rate 2.0 % 1.5 % 1.7 % Expected volatility 75.6 % 68.6 % 68.5 % Dividend yield — % — % — % The weighted‑average valuation assumptions were determined as follows: • Risk‑free interest rate: The Company based the risk‑free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. • Expected term of options: Due to its lack of sufficient historical data, the Company estimates the expected life of its employee stock options using the “simplified” method, as prescribed in Staff Accounting Bulletin No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option. • Expected stock price volatility: The Company estimated the expected volatility based on actual historical volatility of the stock price of similar companies with publicly‑traded equity securities. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would have decreased the fair value of the underlying instrument. • Expected annual dividend yield: The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed an expected dividend yield of 0.0% . • Estimated forfeiture rate: In 2016 , upon adoption of ASU 2016-9, the Company elected to record forfeitures upon occurrence, rather than utilizing an estimate. The fair value of the Company’s common stock, prior to the IPO, was determined by its board of directors with assistance from its management. The board of directors and management considered numerous objective and subjective factors in the assessment of fair value, including the price for the Company’s preferred stock that was sold to investors and the rights, preferences and privileges of the preferred stock and common stock, the Company’s financial condition and results of operations during the relevant periods and the status of strategic initiatives. These estimates involved a significant level of judgment. As of December 31, 2017 , there was $12.6 million of total unrecognized compensation expense related to unvested options that will be recognized over the weighted average remaining period of 2.64 years. Shares Available for Future Grant At December 31, 2017 , the Company has the following shares available to be granted: 2013 Plan Inducement Plan Available at December 31, 2016 1,101,331 500,000 Authorized 2,230,736 — Granted (3,966,844 ) (220,500 ) Forfeited/canceled 1,626,390 13,500 Available at December 31, 2017 991,613 293,000 Shares Reserved for Future Issuance At December 31, 2017 , the Company has reserved the following shares of common stock for issuance: Stock options outstanding under 2013 Plan 8,417,223 Shares available for future grant under 2013 Plan 991,613 Stock options outstanding under Inducement Plan 207,000 Shares available for future grant under Inducement Plan 293,000 Employee stock purchase plan 225,806 Warrants outstanding 123,091 Total shares of common stock reserved for future issuance 10,257,733 |