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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(I.R.S. Employer
Identification No.)
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Trevena, Inc.
955 Chesterbrook Blvd., Suite 110
Chesterbrook, Pennsylvania 19087
(Address of Principal Executive Offices) (Zip Code)
2013 Equity Incentive Plan
(Full title of the plan)
Carrie L. Bourdow
President and Chief Executive Officer
Trevena, Inc.
955 Chesterbrook Blvd., Suite 110
Chesterbrook, Pennsylvania 19087
(Name, and Address of Agent For Service)
(610) 354-8840
(Telephone number, including area code, of agent for service)
Copies to:
Brent B. Siler, Esq.
Derek O. Colla, Esq.
Cooley LLP
1299 Pennsylvania Ave., NW, Suite 700
Washington, DC 20004
Telephone: (703) 456-8000
Fax: (703) 456-8100
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John M. Limongelli, Esq.
SVP, General Counsel & Chief Administrative 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
o
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Accelerated filer
x
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Non-Accelerated filer
o
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Smaller reporting company
x
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Emerging growth company
x
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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.
x
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 $0.001 per share
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3,292,936 shares
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$
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0.45
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$
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1,481,821.20
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$
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179.60
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(1)
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 Registrants Common Stock that become issuable under the Registrants 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 Registrants Common Stock.
(2)
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 Registrants Common Stock as reported on the Nasdaq Global Select Market on December 31, 2018.
POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
,
that each person whose signature appears below constitutes and appoints
CARRIE L. BOURDOW
and
JOHN M. LIMONGELLI
, 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 8, 2019
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Carrie L. Bourdow
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Director (
Principal Executive Officer)
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/s/ John P. Hamill
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Vice President, Finance
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January 8, 2019
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John P. Hamill
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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 8, 2019
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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 8, 2019
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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 8, 2019
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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 8, 2019
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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 8, 2019
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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 8, 2019
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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 8, 2019
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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 8, 2019
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Barbara Yanni
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