Current Report Filing (8-k)
March 04 2020 - 6:04AM
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):
March 3, 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. ¨
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 March 3, 2020, Trevena, Inc. (the “Company”)
received approval from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) to transfer the
listing of the Company’s common stock from the Nasdaq Global Select Market to the Nasdaq Capital Market (the “Approval”).
As a result of the Approval, the Company has been granted an additional 180-day grace period to regain compliance with the Minimum
Bid Price Requirement.
As previously reported on a Current Report on Form 8-K filed
with the Securities and Exchange Commission (the “SEC”) on September 3, 2019, the Company received a letter (the “Notice”)
from Nasdaq advising the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Company’s
common stock had closed below the $1.00 per share minimum required for continued listing on the Nasdaq Global Select Market under
Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). The Notice stated that the Company had 180 days,
or until March 2, 2020, to demonstrate its compliance with the Minimum Bid Price Requirement. In response, the Company filed an
application to transfer the listing of its common stock from the Nasdaq Global Select Market to the Nasdaq Capital Market.
The Company’s common stock will be transferred to the
Nasdaq Capital Market effective as of March 4, 2020, and will continue to trade under the symbol “TRVN.” The Nasdaq
Capital Market operates in substantially the same manner as the Nasdaq Global Market, but with less stringent listing requirements
although listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements.
To regain compliance with the Minimum Bid Price Requirement
and qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of the Company’s common stock
must be at least $1.00 for at least ten consecutive business days during the additional 180-day grace period. If the
Company does not regain compliance during this additional grace period, its common stock would be subject to delisting by Nasdaq. As
part of its transfer application, the Company notified Nasdaq that if the stock price does not recover sufficiently during the
additional grace period, it would implement a reverse stock split, if necessary.
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-Q for the quarter ended September 30, 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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By:
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Date: March 3, 2020
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/s/ Barry Shin
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Barry Shin
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Senior Vice President & Chief Financial Officer
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