8-K Form - Current report, item 3.01 - TREVENA INC (0001429560) (Filer)

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):April 17, 2020

TREVENA, INC.

(Exact name of registrant as specified inits charter)

Delaware

(State or other jurisdiction of incorporation)

955 Chesterbrook Boulevard, Suite 110

Chesterbrook, PA 19087

(Address of principal executive officesand zip code)

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

Not applicable

(Former name or former address, if changedsince last report.)

Check the appropriate box below if the Form 8-K filing is intendedto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Writtencommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Securities registered pursuant to Section12(b) of the Act:

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company¨

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On April 17, 2020, Trevena, Inc. (the “Company”)received notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the 180-day graceperiod to regain compliance with the Minimum Bid Price Requirement under applicable Nasdaq rules has been extended due to the globalmarket impact caused by COVID-19. More specifically, Nasdaq has stated that the compliance periods for any company previously notifiedabout non-compliance will be suspended effective April 16, 2020, until June 30, 2020. On July 1, 2020, companies would receivethe balance of any pending compliance period exception to come back into compliance with the applicable Minimum Bid Price Requirement.As a result of this extension, the Company now has until November 13, 2020, to regain compliance with the Minimum Bid Price Requirement.While the Company is asking shareholders at its Annual Meeting on May 13, 2020, to approve an amendment to its Amended and RestatedCertificate of Incorporation to give the Board of Directors discretion to effect a reverse stock split, the Boardof Directors intends only to effect a reverse stock split if necessary to comply with the Nasdaq listing rules. Therefore, theCompany now has until November 13, 2020, to comply with the Nasdaq listing rules, and if the Company is in compliance on or beforeNovember 13, 2020, the Board of Directors would not need to effect a reverse stock split.

Cautionary Statement Regarding Forward-LookingStatements

Certain statements in this CurrentReport on Form 8-K are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Thesestatements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “opportunity” and “should,” among others. There are a number of factors that could cause actual events to differ materially fromthose indicated by such forward-looking statements. The Company does not undertake an obligation to update or revise anyforward-looking statements. Investors should read the risk factors set forth in the Company's Form 10-K for the year endedDecember 31, 2019, and its other periodic reports filed with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.