Current Report Filing (8-k)
June 21 2022 - 4:53PM
Edgar (US Regulatory)
0001429560
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0001429560
2022-06-21
2022-06-21
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xbrli:shares
iso4217:USD
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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):
June 21, 2022
TREVENA, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
001-36193 |
|
26-1469215 |
(Commission File No.) |
|
(IRS Employer Identification No.) |
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 | |
Trading Symbol(s) | |
Name of each exchange on which
registered |
Common Stock, $0.001 par value | |
TRVN | |
The Nasdaq Stock Market LLC |
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 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed, on December 21, 2021, Trevena, Inc. (the “Company”)
received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff” or “Nasdaq”)
of the Nasdaq Stock Market indicating that, for the last 30 consecutive business days, the bid price for the Company’s common stock
had closed below the minimum $1.00 per share required for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)
(the “Bid Price Requirement”). The Company had 180 days, or until June 20, 2022, to achieve compliance with the minimum Bid
Price Requirement.
The Company determined that it would not be in compliance with the
minimum Bid Price Requirement by June 20, 2022. As a result, the Company notified Nasdaq and applied for an extension of the compliance
period, as permitted under the original notification. In the application, the Company indicated that it met the continued listing requirement
for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of
the minimum closing bid price, and provided written notice of its intention to cure the deficiency during the second compliance period
of an additional 180 days by effecting a reverse stock split, if necessary. On June 21, 2022,
the Company received notification from the Staff that the date to achieve compliance has been extended an additional 180 days until December
19, 2022.
To regain compliance, the minimum bid price of the Company’s
common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-day grace period. If the
Company fails to regain compliance on or prior to December 19, 2022, the Company’s stock will be subject to delisting by Nasdaq,
unless the Company timely requests a hearing before a Nasdaq Hearings Panel. The request for a hearing will stay any suspension or delisting
action pending the issuance of the decision of the Nasdaq Hearings Panel following the hearing and the expiration of any additional extension
granted by the Nasdaq Hearings Panel.
The Notice has no effect at this time on the listing of the Company’s
common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “TRVN”.
The Company intends to monitor the closing bid price of the Company’s
common stock and consider its available options if the closing bid price of the Company’s common stock remains below $1.00 per share.
There can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement, even if it maintains compliance
with the other listing requirements.
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 March 31, 2022, 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: June 21, 2022 |
By: |
/s/ Barry Shin |
|
|
Barry Shin |
|
|
Senior Vice President, Chief Financial Officer |
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