Current Report Filing (8-k)
May 28 2021 - 4:29PM
Edgar (US Regulatory)
0001429560
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0001429560
2021-05-27
2021-05-27
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xbrli:shares
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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):
May 27, 2021
TREVENA, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36193
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26-1469215
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(State or other jurisdiction of
incorporation)
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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)
(610) 354-8840
(Registrant’s telephone number, including
area code)
n/a
(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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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. ¨
As previously disclosed in its Quarterly Report
on Form 10-Q for the Quarter ended March 31, 2021, Trevena, Inc. (the “Company”) reached an agreement in principle
to settle six shareholder derivative actions pending in the U.S. District Court for the Eastern District of Pennsylvania (the “Court”)
and in the U.S. District Court for the District of Delaware on behalf of the Company and against certain of its current and former officers
and directors (the “Settlement”).
On May 27, 2021,
the Court granted preliminary approval of the Settlement. In accordance with the Court’s Preliminary Approval Order, the Company
is hereby providing, as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, the Notice of Pendency and Proposed Settlement
of Stockholder Derivative Actions and the Stipulation and Agreement of Settlement. Pursuant to the Settlement, the Company has agreed
to make certain corporate governance changes, and a monetary payment of $500,000 will be made to plaintiffs’ counsel, all of which
will be funded by the Company’s insurance carriers. The final approval hearing currently is scheduled to take place on August 2,
2021.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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: May 28, 2021
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By:
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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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