8-K: Current report filing
Published on April 22, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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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Securities registered pursuant to Section 12(b) of the Act:
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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
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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. ¨
In connection with a Special Meeting of Trevena, Inc. that originally was scheduled for March 21, 2024 (the “Original Meeting”), which was adjourned at the Original Meeting until April 19, 2024 ( the “Adjourned Meeting,” together with the Original Meeting the “Special Meeting”), there were 18,321,010 shares outstanding as of the February 9, 2024 record date, of which 6,637,996 shares, or approximately 36.23%, were present or represented by proxy at the Special Meeting. The following matters were submitted for a vote of stockholders at the Special Meeting:
| (i) | Proposal 1 — To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, par value $0.001 per share (the “Common Stock”), underlying certain warrants issued by us pursuant to that certain Securities Purchase Agreement, dated as of December 27, 2023, by and between us and the investor named on the signatory thereto, and that certain Inducement Letter, dated as of December 27, 2023, by and between us and the investor named on the signatory page thereto, in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior the issuance of such warrants; and |
| (ii) | Proposal 2 — The adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1. |
Set forth below are the voting results for each such matter.
Proposal 1:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,203,548 | 1,269,290 | 165,158 | 0 |
Proposal 2:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,200,545 | 1,251,640 | 185,811 | 0 |
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: April 22, 2024 | By: | /s/ Barry Shin |
| Barry Shin | ||
| Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||