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)
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Delaware |
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26-1469215 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
Trevena, Inc.
1018 West 8th Avenue, Suite A
King of Prussia, Pennsylvania 19406
(Address of Principal Executive Offices) (Zip Code)
2013 Equity Incentive Plan
(Full title of the plan)
Maxine Gowen, Ph.D.
President and Chief Executive Officer
Trevena, Inc.
1018 West 8th Street Avenue, Suite A
King of Prussia, Pennsylvania 19406
(Name, and Address of Agent For Service)
(610) 354-8840
(Telephone number, including area code, of agent for service)
Copies to:
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Brent B. Siler, Esq. |
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Derek O. Colla, Esq. |
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John M. Limongelli, Esq. |
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Cooley LLP |
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SVP, General Counsel & Chief Administrative Officer |
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1299 Pennsylvania Ave., NW, Suite 700 |
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Trevena, Inc. |
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Washington, DC 20004 |
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1018 West 8th Avenue, Suite A |
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Telephone: (703) 456-8000 |
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King of Prussia, PA 19406 |
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Fax: (703) 456-8100 |
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(610) 354-8840 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer |
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Accelerated filer |
x |
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Non-Accelerated filer |
o (Do not check if a smaller reporting company) |
Smaller reporting company |
o |
CALCULATION OF REGISTRATION FEE
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Title of Securities |
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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 $0.001 per share |
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2,230,736 shares |
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$ |
5.79 |
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12,915,961.44 |
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$ |
1,496.96 |
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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 shall also cover any additional shares of Registrant’s 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 Registrant’s 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 Registrant’s Common Stock as reported on the NASDAQ Global Select Market on December 30, 2016. | |||||||||||||||
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,230,736 shares of the Registrant’s Common Stock to be issued pursuant to the pursuant to the annual automatic increase provision set forth in Section 3(a) of the Registrant’s 2013 Equity Incentive Plan, as amended.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
The contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission on February 4, 2014 (File No. 333-191735), May 14, 2014 (File No. 333-195957), January 23, 2015 (File No. 333-201672), and January 11, 2016 (333-208948) are incorporated by reference herein.
EXHIBITS
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Exhibit |
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3.1 |
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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 SEC on February 5, 2014) |
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3.2 |
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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 SEC on February 5, 2014) |
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4.1 |
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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 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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99.1 |
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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 SEC on May 14, 2014) |
# Filed herewith.
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 King of Prussia, Commonwealth of Pennsylvania, on January 4, 2017.
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TREVENA, INC. | |
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By: |
/s/ John M. Limongelli |
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John M. Limongelli |
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Sr. Vice President, General Counsel & Chief Administrative Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints MAXINE GOWEN, PH.D. 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.
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Signature |
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Title |
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Date |
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/s/ Maxine Gowen, Ph.D. |
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President, Chief Executive Officer and |
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January 4, 2017 |
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Maxine Gowen, Ph.D. |
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Director (Principal Executive Officer) |
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/s/ Roberto Cuca |
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Sr. Vice President and Chief Financial Officer |
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January 4, 2017 |
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Roberto Cuca |
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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 4, 2017 |
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Leon O. Moulder, Jr. |
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/s/ Michael R. Dougherty |
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Director |
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January 4, 2017 |
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Michael R. Dougherty |
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/s/ Adam M. Koppel, M.D., Ph.D. |
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Director |
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January 4, 2017 |
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Adam M. Koppel, M.D., Ph.D. |
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/s/ Julie H. McHugh |
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Director |
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January 4, 2017 |
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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 4, 2017 |
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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 4, 2017 |
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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 4, 2017 |
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Barbara Yanni |
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