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 16, 2018

 


 

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 200

Chesterbrook, PA 19087

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (610) 354-8840

 

 

(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:

 

o                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 x

 

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. x

 

 

 



 

Item 5.03                   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 16, 2018, Trevena, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) in Chesterbrook, Pennsylvania.  At the Annual Meeting, the stockholders of the Company approved an amendment to Article IV.A. of the Amended and Restated Certificate of Incorporation of the Company increasing the number of authorized shares of Commont stock by 100,000,000 shares from 100,000,000 to 200,000,000 shares.

 

Item 5.07                   Submission of Matters to a Vote of Security Holders.

 

In connection with the Annual Meeting, there were 66,951,441 shares outstanding as of the March 20, 2018 record date, of which 46,494,760 shares, or approximately 69.44%, were present or represented by proxy at the Annual Meeting.  With respect to the matters submitted for a vote of stockholders at the Annual Meeting: (i) each of the Class II directors nominated were elected to serve, (ii) an Amendment to the Company’s Amended and Restated Certificate of Incorporation was approved, (iii) the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified, and (iv) the adjournment of the Annual Meeting if necessary or appropriate was approved.  Set forth below are the voting results for each such matter.

 

Proposal 1 — Election of Directors

 

The following three Class II directors were elected to serve for three-year terms until the 2021 annual meeting of stockholders and until their respective successors are elected and qualified.

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Maxine Gowen, Ph.D.

 

28,182,054

 

757,615

 

17,555,091

 

Julie H. McHugh

 

28,214,428

 

725,241

 

17,555,091

 

Jake R. Nunn

 

28,477,930

 

461,739

 

17,555,091

 

 

Proposal 2 — Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

40,437,508

 

5,484,019

 

573,233

 

0

 

 

Proposal 3 — Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

46,032,680

 

389,892

 

72,188

 

0

 

 

Proposal 4 — Aproval of an adjournment of the Annual Meeting if necessary or appropriate

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

40,152,105

 

5,904,385

 

438,270

 

0

 

 

Item 9.01.             Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

 

Exhibit Description

 

 

 

3.1

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Trevena, Inc.

 

2



 

EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit Description

 

 

 

3.1

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Trevena, Inc.

 

3



 

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.

 

 

TREVENA, INC.

 

 

Date: May 21, 2018

By:

/s/ John M. Limongelli

 

 

John M. Limongelli

 

 

Sr. Vice President, General Counsel & Chief Administrative Officer

 

4


Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TREVENA, INC.

* * * * *

 

Trevena, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

FIRST:  The amended and restated Certificate of Incorporation is hereby amended by deleting Article IV.A. and inserting the following in lieu thereof such that Article IV. A. shall read in its entirety as follows:

 

A.:  The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of capital stock which the Company shall have authority to issue is two hundred five million (205,000,000) shares, of which two hundred million (200,000,000) shares shall be Common Stock (the “Common Stock”), each having a par value of one-tenth of one cent ($0.001), and five million (5,000,000) shares shall be Preferred Stock (the “Preferred Stock”), each having a par value of one-tenth of one cent ($0.001).

 

SECOND:  That said amendment was duly adopted and approved in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the corporation.

 

IN WITNESS WHEREOF, said Trevena, Inc. has caused this certificate to be signed by John M. Limongelli, its Corporate Secretary, this 17th day of May 2018.

 

 

TREVENA, INC.

 

 

 

By:

/s/ John M. Limongelli

 

 

John M. Limongelli

 

 

Corporate Secretary