Trevena, Inc. Announces Closing of Registered Direct Preferred Share Offering
CHESTERBROOK, Pa., July 29. Feb. 1, 2022 (GLOBE NEWSWIRE) — Trevena, Inc. (Nasdaq: TRVN) (“Trevena” or the “Company”), a biopharmaceutical company focused on developing and commercializing novel drugs for patients with central nervous system disorders. (SNC), today announced the closing of its previously announced registered direct offer with a single healthcare-focused institutional investor for the purchase and sale of 1,800 Series A Convertible Preferred Shares (“Preferred Series A ”) and 200 Series B Convertible Preferred Shares (“Series B Preferred”) and warrants exercisable to purchase up to an aggregate of 8,000,000 common shares. Each preferred share has a stated value of $1,000 per share and a conversion price of $0.25 per share. The preferred shares issued under the offer are convertible into a total of 8,000,000 common shares. The warrants have an exercise price of $0.263 per share, will be exercisable from the later of six months after the date of issue and the effective date of a consolidation of common shares of the Company in an amount sufficient to permit the exercise in full of the Warrants, subject to shareholder approval of the Share Consolidation, and will expire five and a half years from the date of issue.
HC Wainwright & Co. acted as exclusive placement agent for the offering.
The Company intends to call a special meeting of shareholders to approve a proposal to effect a reverse stock split of the common shares of the Company (the “Proposal”). Preferred Series A has voting rights on the proposal equal to the number of common shares into which the Preferred Series A is convertible based on the minimum price under Nasdaq rules on the date of the securities purchase agreement . The Preferred Series B has voting rights on the proposal equal to 25,000,000 votes per Preferred Series B Share, provided that any votes cast by the Preferred Series B with respect to the proposal shall be counted by the Company in the same proportion as shares of Series A common and preferred stock voted on the proposal. The preferred shares are convertible at the option of the holder at any time after the date of issue.
The aggregate gross proceeds of the offering, before deducting placement agent fees and other estimated offering costs, is $2 million. The Company intends to use the net proceeds of this offering for general corporate purposes, which may include working capital and general and administrative expenses.
The securities described above were offered pursuant to a “pending” registration statement on Form S-3 (333-251006), which was declared effective by the SEC on December 4, 2020. The offering has been made solely by means of a prospectus supplement and a prospectus forming part of the registration statement. A definitive prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained from the SEC’s website at http://www.sec.gov or by contacting HC Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022. , by phone at (212) 856-5711 or by email at firstname.lastname@example.org.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Additional information regarding the securities described above and the terms of the offering are included in a current report on Form 8-K on file with the United States Securities and Exchange Commission (“SEC”).
Trevena, Inc. is a biopharmaceutical company focused on the development and commercialization of innovative medicines for patients with CNS disorders. The Company has one product approved in the United States, OLINVYK® (oliceridine) injection, indicated in adults for the management of acute pain severe enough to require an opioid analgesic intravenously and for which alternative treatments are insufficient. The Company’s new 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 the treatment of maintenance of opioid use disorder.
For more information, visit www.Trevena.com
Any statements contained in this press release regarding the Company’s future expectations, plans and prospects, including statements regarding the Company’s use of the proceeds of the registered direct offer, the extraordinary meeting of shareholders, the future, clinical development and testing of its therapeutic candidates and approved product, plans for potential future product candidates and other statements containing the words “anticipate”, “believe”, “estimate”, “expect to”, “intend”, “may”, “plan”, “predict”, “project”, “suggest”, “target”, “potential”, “will”, “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 due to a variety of factors. material, including: uncertainties relating to the outcome of the vote on the proposal at the special meeting of shareholders; 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 the conduct of clinical trials; expectations regarding regulatory interactions, submissions and approvals, including the Company’s assessment of discussions with the FDA; funding available; uncertainties relating 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 SEC and in other filings by the company with the SEC from time to time. Further, the forward-looking statements included in this press release represent the views of the Company 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 choose to update these forward-looking statements at some time in the future, it specifically disclaims any obligation to do so, except as required by law.
For more information please contact:
LifeSci Advisors, LLC
SVP and Chief Business Officer