Stockholders' (Deficit) Equity | 8. Stockholders’ (Deficit) Equity Under its Certificate of Incorporation, the Company was authorized to issue up to 200,000,000 shares of common stock as of December 31, 2023 and December 31, 2022. The Company also was authorized to issue up to 5,000,000 shares of preferred stock as of December 31, 2023 and December 31, 2022. 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. ATM Programs On April 17, 2019, the Company entered into a Common Stock Sales Agreement with H.C. Wainwright & Co., LLC, or Wainwright, pursuant to which the Company may offer and sell through Wainwright, from time to time at the Company’s sole discretion, shares of its common stock, having an aggregate offering price of up to $50.0 million, or the HCW ATM Program. Sales of the shares of common stock are deemed to be “at-the-market offerings,” as defined in Rule 415 under the Securities Act. In December 2020, the Company and Wainwright entered into Amendment No. 1 to Common Stock Sales Agreement, or the Amendment, to amend the Common Stock Sales Agreement to, among other things, update the reference to the registration statement pursuant to which the shares of common stock may be sold and to include an additional $50.0 million of shares of common stock in the HCW ATM Program. For the year ended December 31, 2023, the Company issued and sold approximately million shares of common stock under the HCW ATM Program. The net offering proceeds to the Company in 2023 for sales under the HCW ATM Program were approximately $ million after deducting related expenses, including commissions. Registered Direct Offerings and Concurrent Warrant Issuances In July 2022, the Company announced a targeted registered direct financing of 72 shares of the Company’s Series A convertible preferred stock, or the Series A Preferred, and 8 shares of the Company’s Series B convertible preferred stock, or Series B Preferred. The shares of preferred stock issued in this offering are convertible into an aggregate of In connection with this registered direct offering, the Company also issued warrants to purchase 320,000 shares of common stock (each, a “Common Stock Warrant”) (together with the Series A Preferred and Series B Preferred, the “Preferred Stock Transaction”). The Common Stock Warrants have an exercise price of $6.575 per share, will be exercisable beginning on the later of six months following the date of issuance and the effective date of a reverse stock split of our common stock in an amount sufficient to permit the exercise in full of the Common Stock Warrants and will expire five The net proceeds from the Common Stock Warrant liability $ 1,519 Series A and Series B Preferred Stock 481 Gross Proceeds $ 2,000 The net proceeds related to the Preferred Stock Transaction were approximately $1.6 million. Approximately million of issuance costs were incurred and allocated on a pro rata basis to the Common Stock Warrant liability and the Series A and Series B Preferred Stock, respectively. Approximately million was allocated to the Common Stock Warrant liability and recorded in selling, general and administrative expenses. The Series A and Series B Preferred Stock were recorded net of approximately The fair value of the Common Stock Warrant liability was determined using Level 3 inputs and was estimated using the Black-Scholes valuation model. The assumptions used to estimate the fair value were as follows: December 31, December 31, 2023 2022 Expected term of warrants (in years) — 4.6 Risk-free interest rate — % 4.0 % Expected volatility — % 108.9 % Dividend yield — % — % The following is a roll forward of the July 2022 Offering common stock warrant liability (in thousands): Balance, December 31, 2022 $ 259 Change in fair value (146) Incremental value for inducement 86 Exercise of common stock warrants (199) Balance, December 31, 2023 $ — November 2022 Equity Offering and Warrant issuance In November 2022, the Company completed a registered direct offering with a single institutional investor whereby the Company sold (i) 765,000 shares of common stock, (ii) pre-funded warrants to purchase 1,849,380 shares of common stock with an exercise price of $0.001 per share and (iii) warrants to purchase an aggregate of 2,614,380 shares of common stock at an initial exercise price of $2.95 per share. The warrants are exercisable immediately on the date of issuance and will expire five years after the date of issuance. The pre-funded warrants are exercisable immediately on the date of issuance and will remain outstanding until this warrant is exercised in full. The Company received $7.6 million in net cash proceeds after deducting underwriter fees and other third-party costs. The pre-funded warrants and warrants are liability classified as they contain certain cash settlement adjustment features that were outside of the Company’s control or not deemed to be indexed to the Company’s stock, respectively. Due to the nominal exercise price of the prefunded warrants, the fair value is equal to the intrinsitc value. The fair value of the Common Stock Warrant liability was determined using Level 3 inputs and was estimated using the Black-Scholes valuation model. The assumptions used to estimate the fair value were as follows: December 31, 2023 December 31, 2022 Expected term of warrants (in years) — 4.9 Risk-free interest rate — % 4.0 % Expected volatility — % 106.1 % Dividend yield — % — % The following is a roll forward of the November 2022 Offering common stock warrant liability (in thousands): Warrant Liability Balance, December 31, 2022 $ 5,224 Change in fair value (2,084) Incremental value for inducement 484 Exercise of pre-funded common stock warrants (2,001) Exercise of common stock warrants (1,623) Balance, December 31, 2023 $ — December 2023 Equity Offering and Warrant issuance On December 28, 2023, the Company and a single investor entered into a securities purchase agreement whereby the Company issued 2,779,906 pre-funded warrants with an initial exercise price of $0.001 per share for $0.70 per warrant, which are exercisable immediately and do not expire. In addition, the investor received 2,779,906 common stock warrants with an initial exercise price of $0.70 per share, which are exercisable for five years beginning on the date in which the Company obtains shareholder approval to issue the underlying shares of common stock associated with the warrants. Concurrent with the securities purchase agreement above, the Company and the investor entered into an inducement agreement whereby the Company agreed to reduce the exercise price of 2,934,380 warrants held by the investor from prior equity offerings. The weighted average exercise price of the outstanding warrants was $3.35 per share and was reduced to $0.70 per share in exchange for the investor agreeing to immediately exercise the warrants. Of the warrants exercised, 1,234,380 are being held in abeyance for the benefit of the holder due to certain beneficial ownership limitations and these shares are not considered issued or outstanding in our consolidated balance sheet. In addition to reducing the exercise price, the Company issued 5,868,760 common stock warrants to the investor with an initial exercise price of $0.70 per share, which are exercisable for five years beginning on the date in which the Company obtains shareholder approval to issue the underlying shares of common stock associated with the warrants. The fair value of the warrants to purchase 5,868,760 shares of common stock and the change in fair value of the warrants resulting from the reduction in the exercise price totaling $4.2 million was accounted for as equity issuance costs in the consolidated statement of operations. The Company received $3.5 million in total, after deducting underwriter fees and other third-party costs, as a result of the sale of pre-funded warrants and exercise of the warrants as part of the inducement. The warrants issued did not meet the requirements to be indexed to equity and equity classified and, as such, are classified as liabilities at fair value with changes in fair value recorded within other income (expense), net on the consolidated statements of operations and comprehensive loss. The fair value of the Common Stock Warrant liability was $5.4 million at issuance and $5.5 million at December 31, 2023, as a result of a change in fair value of $0.1 million and was determined using Level 3 inputs and was estimated using the Black-Scholes valuation model. The assumptions used to estimate the fair value were as follows: December 31, 2023 December 28, 2023 Expected term of warrants (in years) 5.3 5.3 Risk-free interest rate 3.8 % 3.8 % Expected volatility 128.26 % 128.26 % Dividend yield — % — % Warrants As of December 31, 2023, the Company had the following common stock warrants outstanding: Classification Warrants Exercise Price Expiration Date December 2023 Offering Pre-Funded Warrants Equity 2,779,906 $0.001 Until exercised December 2023 Offering Warrants Liability 8,648,666 0.70 5 years from shareholder approval R-Bridge warrants Equity 200,000 20.50 4/14/2025 Other warrants Equity 11,014 31.25 - 265.48 1/29/2024 - 3/31/2027 11,639,586 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, nonqualified 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 June 15, 2023 , upon recommendation of the Compensation Committee of the Board of Directors, our Board of Directors adopted, and our stockholders subsequently approved, the Trevena, Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan replaced the 2013 Plan, and no further awards will be granted under the 2013 Plan as of the effective date of the 2023 Plan. The 2023 Plan provides for, among other things, the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants of the Company. The 2023 Plan also provides for the rescission, cancellation or recoupment of grants, in whole or in part, or other similar action in accordance with the terms of any company clawback or similar policy or any applicable law related. Unlike the 2013 Plan, there is no evergreen provision in the 2023 Plan. The terms and conditions of awards granted previously under the 2013 Plan will not be affected by the adoption and approval of the 2023 Plan. 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 20,000 shares of the Company’s common stock for issuance under the Inducement Plan. The Plan provides for nonqualified 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 of the Company’s equity incentive 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. For performance-based stock awards, the Company recognizes expense when achievement of the performance condition is probable, over the requisite service period. The estimated grant-date fair value of the Company’s stock-based awards is amortized on a straight-line basis over the awards’ service periods. Stock-based compensation expense recognized was as follows (in thousands): Year Ended December 31, 2023 2022 Research and development $ 602 $ 806 Selling, general and administrative 2,328 2,871 Cost of goods sold — (1) Total stock-based compensation $ 2,930 $ 3,676 Stock Options A summary of stock option activity and related information from January 1, 2022 through December 31, 2023 follows: Options Outstanding Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Shares Price (in years) Balance, January 1, 2022 497,977 $ 66.64 7.11 Granted 39,998 11.47 Exercised — — Forfeited/Cancelled (186,266) 87.83 Balance, December 31, 2022 351,709 $ 49.15 6.94 Granted 130,150 1.01 Exercised — — Forfeited/Cancelled (78,375) 38.51 Balance, December 31, 2023 403,484 $ 35.68 6.81 Vested or expected to vest at December 31, 2023 403,484 $ 35.68 6.81 Exercisable at December 31, 2023 260,668 $ 48.05 5.68 The aggregate intrinsic value of the options exercisable as of December 31, 2023 was zero, based on the difference between the Company’s closing stock price of $0.72 and the exercise price of each stock option. 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 years ended December 31, 2023 and 2022 was estimated at $0.82 and $8.88 per share, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: December 31, 2023 2022 Expected term of options (in years) 5.7 5.7 Risk-free interest rate 3.9 % 2.7 % Expected volatility 110.3 % 98.0 % 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. ● Expected stock price volatility: The Company estimates the expected volatility based on the actual historical volatility of the Company’s stock price using daily closing prices over a period equal to the expected term of the associated award. ● 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% . The Company elects to record forfeitures upon occurrence, rather than utilizing an estimate. As of December 31, 2023, there was $1.3 million of total unrecognized compensation expense related to unvested stock options that will be recognized over the weighted average remaining period of 1.21 years. Restricted Stock Units RSU-related expense is recognized on a straight-line basis over the vesting period. Upon vesting, these awards may be settled on a net-exercise basis to cover any required withholding tax with the remaining amount converted into an equivalent number of shares of common stock. There were 60,653 shares of common stock withheld for employee taxes as a result of the vested RSUs during the year ended December 31, 2023 whose value was based on the Company’s closing stock price on the applicable vesting date. The shares withheld for taxes are again available for issuance under the plan. The following is a summary of changes in the status of non-vested RSUs from January 1, 2022 through December 31, 2023: Weighted Average Number of Grant Date Awards Fair Value Non-vested at January 1, 2022 236,737 $ 26.97 Granted 233,987 1.83 Vested (55,800) 27.19 Forfeited/Cancelled (48,147) 30.55 Non-vested at December 31, 2022 366,777 $ 10.43 Granted 1,530,882 0.99 Vested (212,279) 7.45 Forfeited/Cancelled (82,792) 5.73 Non-vested at December 31, 2023 1,602,588 $ 2.05 For the years ended December 31, 2023 and 2022, the Company recorded $1.5 million and $1.5 million, respectively, in stock-based compensation expense related to RSUs, which is reflected in the statements of operations and comprehensive loss. As of December 31, 2023, there was $2.9 million of total unrecognized compensation expense related to unvested RSUs that will be recognized over the weighted average remaining period of 2.35 years. Shares Available for Future Grant At December 31, 2023, the Company has the following shares available to be granted: Inducement 2023 Plan Plan Available at December 31, 2022 404,807 12,000 Authorized 1,287,958 — Granted (1,661,032) — Shares withheld for taxes not issued 60,563 — Forfeited/Cancelled 161,167 — Available at December 31, 2023 253,463 12,000 Shares Reserved for Future Issuance At December 31, 2023, the Company has reserved the following shares of common stock for issuance: Stock options outstanding under 2013 Plan 292,734 Stock options outstanding under 2023 Plan 102,750 Restricted stock units outstanding under 2013 Plan 1,602,588 Stock options outstanding under Inducement Plan 8,000 Warrants outstanding 11,639,586 Total shares of common stock reserved for future issuance 13,645,658 |