Current Report Filing (8-k)
April 20 2020 - 7:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 17, 2020
TREVENA, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
001-36193
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26-1469215
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(Commission
File No.)
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(IRS Employer
Identification No.)
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955 Chesterbrook Boulevard, Suite 110
Chesterbrook, PA 19087
(Address of principal executive offices
and zip code)
Registrant’s telephone number, including
area code: (610) 354-8840
Not applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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TRVN
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The Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On April 17, 2020, Trevena, Inc. (the “Company”)
received notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the 180-day grace
period to regain compliance with the Minimum Bid Price Requirement under applicable Nasdaq rules has been extended due to the global
market impact caused by COVID-19. More specifically, Nasdaq has stated that the compliance periods for any company previously notified
about non-compliance will be suspended effective April 16, 2020, until June 30, 2020. On July 1, 2020, companies would receive
the balance of any pending compliance period exception to come back into compliance with the applicable Minimum Bid Price Requirement.
As a result of this extension, the Company now has until November 13, 2020, to regain compliance with the Minimum Bid Price Requirement.
While the Company is asking shareholders at its Annual Meeting on May 13, 2020, to approve an amendment to its Amended and Restated
Certificate of Incorporation to give the Board of Directors discretion to effect a reverse stock split, the Board
of Directors intends only to effect a reverse stock split if necessary to comply with the Nasdaq listing rules. Therefore, the
Company now has until November 13, 2020, to comply with the Nasdaq listing rules, and if the Company is in compliance on or before
November 13, 2020, the Board of Directors would not need to effect a reverse stock split.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this Current
Report on Form 8-K are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements may be identified by the use of forward-looking words such as “anticipate,” “believe,”
“forecast,” “estimate,” “expect,” “intend,” “likely,”
“may,” “plan,” “potential,” “predict,” “opportunity” and
“should,” among others. There are a number of factors that could cause actual events to differ materially from
those indicated by such forward-looking statements. The Company does not undertake an obligation to update or revise any
forward-looking statements. Investors should read the risk factors set forth in the Company's Form 10-K for the year ended
December 31, 2019, and its other periodic reports filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TREVENA, INC.
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Date: April 20, 2020
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By:
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/s/ Barry Shin
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Barry Shin
Senior Vice President & Chief Financial Officer
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