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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Trevena Inc | NASDAQ:TRVN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0043 | -1.06% | 0.40 | 0.38 | 0.60 | 0.412 | 0.38265 | 0.412 | 71,322 | 05:00:04 |
|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
26-1469215
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
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|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☐
|
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Page
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| | | | 18 | | |
Name of Selling Shareholder
|
| |
Number of shares of
Common Stock Owned Prior to Offering |
| |
Maximum Number of
shares of Common Stock to be Sold Pursuant to this Prospectus(1) |
| |
Number of shares of
Common Stock Owned After Offering |
| |||||||||
Armistice Capital, LLC
|
| | | | 13,460,666(2) | | | | | | 11,428,572 | | | | | | 2,032,094 | | |
|
SEC registration fee
|
| | | $ | 1,222.97 | | |
|
Legal fees and expenses
|
| | |
|
(1)
|
| |
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Accounting fees and expenses
|
| | |
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(1)
|
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Transfer agent and trustee fees
|
| | |
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(1)
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Miscellaneous
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| | |
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(1)
|
| |
| Total(2) | | | | $ | (1) | | |
|
Exhibit
No. |
| |
Description
|
|
| 23.1* | | | | |
| 23.2* | | | | |
| 24.1* | | | | |
|
107*
|
| | |
| | | | TREVENA, INC. | | |||
| | | | By: | | |
/s/ Carrie L. Bourdow
Carrie L. Bourdow
President, Chief Executive Officer & Chair of the Board |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Carrie L. Bourdow
Carrie L. Bourdow
|
| |
President, Chief Executive Officer & Chair of the Board
(Principal Executive Officer) |
| |
January 10, 2024
|
|
|
/s/ Barry Shin
Barry Shin
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| |
January 10, 2024
|
|
|
/s/ Scott Braunstein
Scott Braunstein
|
| |
Lead Independent Director
|
| |
January 10, 2024
|
|
|
/s/ Mark Corrigan, M.D.
Mark Corrigan, M.D.
|
| |
Director
|
| |
January 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Marvin H. Johnson, Jr.
Marvin H. Johnson, Jr.
|
| |
Director
|
| |
January 10, 2024
|
|
|
/s/ Jake R. Nunn
Jake R. Nunn
|
| |
Director
|
| |
January 10, 2024
|
|
|
/s/ Anne M. Phillips, M.D.
Anne M. Phillips, M.D.
|
| |
Director
|
| |
January 10, 2024
|
|
|
/s/ Barbara Yanni
Barbara Yanni
|
| |
Director
|
| |
January 10, 2024
|
|
Exhibit 5.1
Troutman Pepper Hamilton Sanders LLP
troutman.com |
January 10, 2024
Trevena, Inc.
955 Chesterbrook Blvd
Suite 110
Chesterbrook, PA 19087
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Trevena, Inc., a Delaware corporation (the “Company”), in connection with the Company’s filing of a Registration Statement on Form S-3 (the “Registration Statement”) and the related prospectus (the “Prospectus”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the resale of an aggregate of 11,428,572 shares of common stock, par value $0.001 per share, of the Company, consisting of (A)(i) up to 2,779,906 shares of common stock (the “Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”), and (ii) up to 2,779,906 shares of common stock (the “Private Placement Warrant Shares”) issuable upon the exercise of warrants (the “Private Placement Warrants”) initially issued in a private placement, pursuant to a securities purchase agreement, dated as of December 27, 2023 (the “Purchase Agreement”), by and between the Company and the selling stockholder named in the Prospectus (the “Selling Stockholder”); and (B) up to 5,868,760 shares of the Company’s common stock (the “Inducement Warrant Shares”) issuable upon the exercise of warrants (the “Inducement Warrants”) issued pursuant to an inducement letter agreement, dated December 27, 2023 (the “Inducement Letter”), by and between the Company and the Selling Stockholder.
This opinion letter is being furnished to you in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related Prospectus, other than as expressly stated herein.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this opinion letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Trevena, Inc. January 10, 2024 Page 2 |
For purposes of this opinion letter, we have assumed that:
i. | the Purchase Agreement, the Inducement Letter, the Pre-Funded Warrants, the Private Placement Warrants, and the Inducement Warrants (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto. We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party; and |
ii. | any shares of common stock issued by the Company pursuant to the Registration Statement from time to time will not exceed the maximum authorized number of shares of common stock under the Amended and Restated Certificate of Incorporation of the Company, as the same may have been further amended, minus that number of shares of common stock that may have been issued and are outstanding, or are reserved for issuance for other purposes, at such time. |
Based on the foregoing, we are of the opinion that:
1. | The Pre-Funded Warrant Shares, when issued and paid for upon the exercise of the Pre-Funded Warrants in accordance with the terms of the Pre-Funded Warrants, will be validly issued, fully paid and non-assessable; |
2. | The Private Placement Warrant Shares, when issued and paid for upon the exercise of the Private Placement Warrants in accordance with the terms of the Private Placement Warrants, will be validly issued, fully paid and non-assessable; and |
3. | The Inducement Warrant Shares, when issued and paid for upon the exercise of the Inducement Warrants in accordance with the terms of the Inducement Warrants, will be validly issued, fully paid and non-assessable. |
This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion letter as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Troutman Pepper Hamilton Sanders LLP
Troutman Pepper Hamilton Sanders LLP
2
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Trevena, Inc. for the registration of 11,428,572 shares of its common stock and to the incorporation by reference therein of our report dated March 30, 2023, with respect to the consolidated financial statements of Trevena, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP | |
Philadelphia, Pennsylvania | |
January 10, 2024 |
Exhibit 107
Calculation of Filing Fee Tables
S-3
(Form Type)
Trevena, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
Security Type | Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | Other | 11,428,572(1) | $0.725(2) | $8,285,715(2) | 0.00014760 | $1,222.97 | ||||
Fees Previously Paid | - | - | - | - | - | - | - | - | ||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | - | - | - | - | - | - | - | - | - | - | - | - |
Total Offering Amounts | $8,285,715(2) | - | $1,222.97 | |||||||||
Total Fees Previously Paid | $0.00 | |||||||||||
Total Fee Offsets | $0.00 | |||||||||||
Net Fee Due | $1,222.97 |
(1) Represents the maximum number of shares of common stock of Trevena, Inc. (the “Registrant”) issuable upon the exercise of Warrants held by the Selling Stockholder identified in this registration statement, which may be offered for resale by such Selling Stockholder. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
1
(2) This estimate is made pursuant to Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock on January 8, 2024, as reported on the Nasdaq Capital Market.
2
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