Securities Registration: Employee Benefit Plan (s-8)
January 16 2020 - 4:12PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 16, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Trevena, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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26-1469215
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(State or other jurisdiction of
incorporation or organization)
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(IRS employer
identification number)
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955 Chesterbrook Blvd., Suite 110
Chesterbrook, Pennsylvania
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19087
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(Address of Principal Executive Offices)
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(Zip Code)
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2013 Equity Incentive Plan
(Full titles of the plans)
Carrie L. Bourdow
President and Chief Executive Officer
Trevena, Inc.
955 Chesterbrook Blvd., Suite 110
Chesterbrook, Pennsylvania 19087
(610) 354-8840
(Name, address, including zip code and
telephone number, including area code, of agent for service)
Copies to:
Brent
B. Siler
Derek O. Colla
Cooley LLP
1299 Pennsylvania Ave., NW, Suite 700
Washington, DC 20004
(703) 456-8000
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Barry Shin
Chief Financial Officer
Trevena, Inc.
955 Chesterbrook Blvd., Suite 110
Chesterbrook, PA 19087
(610) 354-8840
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Emerging growth company
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¨
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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3,768,550 shares
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$
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0.845
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$
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3,184,425.09
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$
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413.34
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement on Form S-8 shall also cover any additional shares of Registrant’s common stock, par value $0.001
per share (the “Common Stock”), that become issuable under the Registrant’s 2013 Equity Incentive
Plan, as amended (the “2013 EIP”), by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) promulgated under
the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated
using the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on January 13,
2020.
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PART I
EXPLANATORY NOTE
This Registration Statement on Form S-8
is being filed for the purpose of registering an additional 3,768,550 shares of the Registrant’s Common Stock to be issued
pursuant to the annual automatic increase provision set forth in Section 3(a) of the Registrant’s 2013 Equity Incentive Plan,
as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The contents of the Registration Statements
on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on February
4, 2014 (File No. 333-191735), May 14, 2014 (File No. 333-195957), January 23, 2015 (File No. 333-201672), January 11, 2016 (File
No. 333-208948), January 4, 2017 (File No. 333-215421), January 8, 2018 (File No. 333-222471) and January 8, 2019 (File No. 333-229161)
are incorporated by reference herein.
Exhibit
Number
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Exhibit Description
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4.1
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Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 5, 2014).
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4.2
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on May 21, 2018).
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4.3
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Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 5, 2014).
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4.4
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Specimen stock certificate evidencing shares of Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-191643), originally filed with the Commission on October 9, 2013).
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4.5
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2013 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on May 14, 2014).
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4.6
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Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2015).
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4.7
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Form of Restricted Stock Grant Notice and Restricted Stock Unit Award Agreement under 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-191643), filed with the SEC on October 9, 2013).
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5.1#
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Opinion of Cooley LLP.
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23.1#
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Consent of Independent Registered Public Accounting Firm.
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23.2#
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1#
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Power of Attorney (included on the signature page of this Form S-8).
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# Filed herewith.
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1.
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The undersigned registrant hereby undertakes:
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(a)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act.
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs
(a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(b)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
2.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act,
each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chesterbrook, Commonwealth of Pennsylvania, on January 16, 2020.
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TREVENA, INC.
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By:
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/s/ Barry Shin
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Barry Shin
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints CARRIE L. BOURDOW and BARRY SHIN, and each
or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Carrie L. Bourdow
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President, Chief Executive Officer and
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January 16, 2020
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Carrie L. Bourdow
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Director (Principal Executive Officer)
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/s/ Barry Shin
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Chief Financial Officer
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January 16, 2020
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Barry Shin
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(Principal Financial and Accounting Officer)
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/s/ Leon O. Moulder, Jr.
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Chairman of the Board of Directors
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January 16, 2020
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Leon O. Moulder, Jr.
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/s/ Scott Braunstein, M.D.
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Director
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January 16, 2020
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Scott Braunstein, M.D.
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/s/ Michael R. Dougherty
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Director
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January 16, 2020
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Michael R. Dougherty
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/s/ Maxine Gowen, Ph.D.
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Director
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January 16, 2020
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Maxine Gowen, Ph.D.
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/s/ Julie H. McHugh
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Director
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January 16, 2020
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Julie H. McHugh
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/s/ Jake R. Nunn
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Director
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January 16, 2020
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Jake R. Nunn
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/s/ Anne M. Phillips, M.D.
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Director
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January 16, 2020
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Anne M. Phillips, M.D.
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/s/ Barbara Yanni
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Director
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January 16, 2020
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Barbara Yanni
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