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)

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:

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

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.

(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.