Form 8-K - Current report

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): July 18, 2023

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 110

Chesterbrook, PA 19087

(Address of principal executive offices and zip code)

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

Not applicable

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		TRVN		The Nasdaq Stock Market LLC

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. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2023, the Board of Directors (the “Board”) of Trevena, Inc. (the “Company”) appointed Dr. Mark Corrigan as a director of the Company, effective July 18, 2023.

Dr. Corrigan is a highly successful pharmaceutical executive with more than 30 years of industry experience. Dr. Corrigan has served as Chief Executive Officer of Tremeau Pharmaceuticals, a pharmaceutical company that Dr. Corrigan co-founded, since January 2023. Dr. Corrigan has also served on the Board of Directors of Tremeau since April 2017. Prior to his appointment as CEO of Tremeau, Dr. Corrigan served as Chief Executive Officer of Correvio Pharma Corp, a specialty pharmaceutical company, and, prior to that, as President of Research & Development of Tremeau. Dr. Corrigan serves as Chairman of the Board of Directors of Elios Therapeutics and as a member of the Board of Directors of Nabriva Therapeutics and Wave Life Sciences. In addition, Dr. Corrigan is currently a visiting professor in the Department of Psychiatry at Brigham and Women’s Hospital in Boston, MA.

Dr. Corrigan previously served on the Board of Directors of Cubist Pharmaceuticals, a hospital acute care focused company, prior to its approximately $9.5 billion acquisition by Merck. He also served as a member of the Board of Directors and Chair of the Scientific Advisory Committee of Avanir Pharmaceuticals, a CNS focused company, prior to its approximately $3.5 billion acquisition by Otsuka Pharmaceutical. Dr. Corrigan holds a B.A. and M.D. from the University of Virginia and received specialty training in psychiatry at Maine Medical Center and Cornell University.

Upon his appointment to the Board, Dr. Corrigan became entitled to receive benefits under the Company’s Non-Employee Director Compensation Policy, including an annual cash retainer of $45,000. Dr. Corrigan will also be entitled to reimbursement of his expenses incurred in connection with the performance of his services as a director.

In addition, Dr. Corrigan will be entitled to receive an annual grant of nonstatutory stock options under the Company’s 2023 Equity Incentive Plan. On July 18, 2023, Dr. Corrigan received an initial grant of nonstatutory stock options to acquire 34,250 shares of the Company’s common stock, which will vest quarterly over a three-year period, subject to Dr. Corrigan’s continued service through each applicable vesting date. In the event Dr. Corrigan is appointed to serve on any committees of the Board, Dr. Corrigan will be entitled to the additional compensation for committee service as set forth in the Company’s Non-Employee Director Compensation Policy.

There is no understanding or arrangement between Dr. Corrigan and any other person or entity pursuant to which Dr. Corrigan was appointed as a director of the Company. There is no family relationship between Dr. Corrigan and any director or executive officer. There are no transactions to which the Company is or was a participant and in which Dr. Corrigan has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

The full text of the press release announcing Dr. Corrigan’s appointment is furnished as Exhibit 99.1 to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Number		Description
99.1		Press Release dated July 20, 2023

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: July 20, 2023	By:	/s/ Barry Shin
		Barry Shin
		Senior Vice President & Chief Financial Officer

Exhibit 99.1

Trevena, Inc. Appoints Mark Corrigan, M.D. to Board of Directors

CHESTERBROOK, Pa., July 20, 2023, 2023 (GLOBE NEWSWIRE) -- Trevena, Inc. (Nasdaq: TRVN), a biopharmaceutical company focused on the development and commercialization of novel medicines for patients with central nervous system (CNS) disorders, today announced that Mark Corrigan, M.D. has been appointed to the Company’s Board of Directors, effective July 18 2023.

“We are pleased to welcome Mark to Trevena’s Board of Directors,” said Carrie Bourdow, Trevena’s President and CEO. “Mark has over 30 years of experience in the life sciences industry and broad neuroscience expertise. He will be an invaluable member of the Board and guide to the management team as we continue to execute on our corporate strategy and advance our novel S1P receptor modulator, TRV045, for the potential treatment of epilepsy and chronic pain.”

“This is a very exciting time for Trevena, a company with the proven ability to take a novel product from initial discovery through development, approval and launch,” said Dr. Corrigan. “Trevena has an innovative pipeline of wholly owned CNS assets, and I am particularly excited about the many near-term milestones, including data readouts from the two proof-of-concept studies for TRV045.”

Dr. Corrigan is a highly successful pharmaceutical executive with more than 30 years of industry experience. Dr. Corrigan has served as Chief Executive Officer of Tremeau Pharmaceuticals, a pharmaceutical company that Dr. Corrigan co-founded, since January 2023. Dr. Corrigan has also served on the Board of Directors of Tremeau since April 2017. Prior to his appointment as CEO of Tremeau, Dr. Corrigan served as Chief Executive Officer of Correvio Pharma Corp, a specialty pharmaceutical company, and prior to that as President of Research & Development of Tremeau. Dr. Corrigan serves as Chairman of the Board of Directors of Elios Therapeutics and as a member of the Board of Directors of Nabriva Therapeutics and Wave Life Sciences. In addition, Dr. Corrigan is currently a visiting professor in the Department of Psychiatry at Brigham and Women’s Hospital in Boston, MA.

About Trevena

Trevena, Inc. is a biopharmaceutical company focused on the development and commercialization of innovative medicines for patients with CNS disorders. The Company has one approved product in the United States, OLINVYK® (oliceridine) injection, indicated in adults for the management of acute pain severe enough to require an intravenous opioid analgesic and for whom alternative treatments are inadequate. The Company’s novel pipeline is based on Nobel Prize winning research and includes three differentiated investigational drug candidates: TRV045 for diabetic neuropathic pain and epilepsy, TRV250 for the acute treatment of migraine and TRV734 for maintenance treatment of opioid use disorder.

For more information, please visit www.Trevena.com

About TRV045

TRV045 is a novel, selective sphingosine-1-phosphate subtype 1 (S1P₁) receptor modulator being developed as a potential treatment for acute and chronic neuropathic pain secondary to diabetic peripheral neuropathy. Through a collaboration with the National Institutes of Health, Trevena is also exploring TRV045 as a potential treatment for epilepsy.

S1P receptors are located throughout the body, including the central nervous system, where they are believed to play a role in modulating neurotransmission and membrane excitability.

Trevena's discovery efforts have identified a family of compounds that are highly selective for the S1P₁ receptor. TRV045 reversed thermal hyperalgesia, a measure of neuropathic pain, in nonclinical models of diabetic peripheral neuropathy and chemotherapy-induced peripheral neuropathy. TRV045 was not associated with lymphopenia and produced no changes in blood pressure, heart rate, or respiratory function at or above pharmacologically active doses in nonclinical studies. TRV045 is an investigational product and is not yet approved by the FDA.

Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for the Company, including statements about the Company’s strategy, future operations, clinical development and trials of its therapeutic candidates and approved product, plans for potential future product candidates and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “suggest,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the status, timing, costs, results and interpretation of the Company’s clinical trials or any future trials of any of the Company’s investigational drug candidates; the uncertainties inherent in conducting clinical trials; expectations for regulatory interactions, submissions and approvals, including the Company’s assessment of discussions with FDA; available funding; uncertainties related to the Company’s intellectual property; uncertainties related to the ongoing COVID-19 pandemic, other matters that could affect the availability or commercial potential of the Company’s therapeutic candidates and approved product; and other factors discussed in the Risk Factors set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and in other filings the Company makes with the SEC from time to time. In addition, the forward-looking statements included in this press release represent the Company’s views only as of the date hereof. The Company anticipates that subsequent events and developments may cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, except as may be required by law.

For more information, please contact:

Investor Contact:

Dan Ferry
Managing Director
LifeSci Advisors, LLC
daniel@lifesciadvisors.com
(617) 430-7576

Company Contact:

Bob Yoder
SVP and Chief Business Officer
Trevena, Inc.
(610) 354-8840

Cover	Jul. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 18, 2023
Entity File Number	001-36193
Entity Registrant Name	TREVENA, INC.
Entity Central Index Key	0001429560
Entity Tax Identification Number	26-1469215
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	955 Chesterbrook Boulevard
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Chesterbrook
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	610
Local Phone Number	354-8840
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	TRVN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false