UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TREVENA, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

26-1469215

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Trevena, Inc.

1018 West 8 th  Avenue, Suite A

King of Prussia, Pennsylvania 19406

(Address of Principal Executive Offices) (Zip Code)

 

 

2013 Equity Incentive Plan

(Full title of the plan)

 

 

Maxine Gowen, Ph.D.

President and Chief Executive Officer

Trevena, Inc.

1018 West 8 th  Street Avenue, Suite A

King of Prussia, Pennsylvania 19406

(Name, and Address of Agent For Service)

 

(610) 354-8840

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

Brent B. Siler, Esq.

 

 

Derek O. Colla, Esq.

 

John M. Limongelli

Cooley LLP

 

Sr. Vice President, General Counsel and Corporate Secretary

11951 Freedom Drive

 

Trevena, Inc.

Reston, Virginia 20190

 

1018 West 8th Avenue, Suite A

Telephone: (703) 456-8000

 

King of Prussia, PA 19406

Fax: (703) 456-8100

 

(610) 354-8840

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer

o

Accelerated filer

o

 

 

 

 

Non-Accelerated filer

o  (Do not check if a smaller reporting company)

Smaller reporting company

x

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities

to be Registered

 

Amount

to be

Registered (1)

 

Proposed

Maximum

Offering Price

per Share (2)

 

Proposed

Maximum

Aggregate

Offering Price (2)

 

Amount of

Registration Fee

 

Common Stock, par value $0.001 per share

 

1,569,646 shares

 

$

5.95

 

$

9,339,393.70

 

$

1,085.24

 

(1)          Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the Registrant’s 2013 Equity Incentive Plan, as amended (the “ 2013 EIP ”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.

(2)          Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Select Market on January 20, 2015.

 

 

 


 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,569,646 shares of the Registrant’s Common Stock to be issued pursuant to the pursuant to the annual automatic increase provision set forth in Section 3(a) of the Registrant’s 2013 Equity Incentive Plan, as amended.

 

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

 

The contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission on February 4, 2014 (File No. 333-191735) and May 14, 2014 (File No. 333-195957) are incorporated by reference herein.

 

EXHIBITS

 

Exhibit
Number

 

 

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2014)

 

 

 

3.2

 

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2014)

 

 

 

4.1

 

Specimen stock certificate evidencing shares of Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333- 191643), originally filed with the SEC on October 9, 2013)

 

 

 

5.1#

 

Opinion of Cooley LLP

 

 

 

23.1#

 

Consent of Independent Registered Public Accounting Firm

 

 

 

23.2#

 

Consent of Cooley LLP (included in Exhibit 5.1)

 

 

 

24.1#

 

Power of Attorney (included on the signature page of this Form S-8)

 

 

 

99.1

 

2013 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on May 14, 2014)

 

#                                          Filed herewith.

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of King of Prussia, Commonwealth of Pennsylvania, on January 23, 2015.

 

 

TREVENA, INC.

 

 

 

 

By:

/s/ John M. Limongelli

 

 

John M. Limongelli

 

 

Sr. Vice President, General Counsel & Corporate Secretary

 

3


 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints MAXINE GOWEN, PH.D. and JOHN M. LIMONGELLI , and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Maxine Gowen, Ph.D.

 

President, Chief Executive Officer and Director ( Principal Executive Officer)

 

January 23, 2015

Maxine Gowen, Ph.D.

 

 

 

 

 

 

/s/ Roberto Cuca

 

Sr. Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

 

January 23, 2015

Roberto Cuca

 

 

 

 

 

 

/s/ Leon O. Moulder, Jr.

 

Chairman of the Board of Directors

 

January 23, 2015

Leon O. Moulder, Jr.

 

 

 

 

 

 

 

 

 

/s/ Michael R. Dougherty

 

Director

 

January 23, 2015

Michael R. Dougherty

 

 

 

 

 

 

 

 

 

/s/ Adam M. Koppel, M.D., Ph.D.

 

Director

 

January 23, 2015

Adam M. Koppel, M.D., Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Julie H. McHugh

 

Director

 

January 23, 2015

Julie H. McHugh

 

 

 

 

 

 

 

 

 

/s/ Francois Nader, M.D.

 

Director

 

January 23, 2015

Francois Nader, M.D.

 

 

 

 

 

 

 

 

 

/s/ Jake R. Nunn

 

Director

 

January 23, 2015

Jake R. Nunn

 

 

 

 

 

 

 

 

 

/s/ Anne M. Phillips, M.D.

 

Director

 

January 23, 2015

Anne M. Phillips, M.D.

 

 

 

 

 

 

 

 

 

/s/ Barbara Yanni

 

Director

 

January 23, 2015

Barbara Yanni

 

 

 

 

 

4


 

EXHIBIT INDEX

 

Exhibit
Number

 

 

 

 

 

5.1

 

Opinion of Cooley LLP

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm

 

 

 

23.2

 

Consent of Cooley LLP (included in Exhibit 5.1)

 

 

 

24.1

 

Power of Attorney (included on the signature page of this Form S-8)

 

5

Exhibit 5.1

 

GRAPHIC

 

Brent B. Siler

(703) 456-8058

bsiler@cooley.com

 

January 23, 2015

 

Trevena, Inc.

1018 West 8th Avenue, Suite A

King of Prussia, Pennsylvania 19406

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the filing by Trevena, Inc., a Delaware corporation (the “ Company ”) of a Registration Statement on Form S-8 (the “ Registration Statement ”) with the Securities and Exchange Commission covering the offering of up to 1,569,646 shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), to be issued pursuant to the Company’s 2013 Equity Incentive Plan, as amended (the “ Shares ”).

 

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Registration Statement and the Company’s Amended and Restated Bylaws, filed as Exhibit 3.2 to the Registration Statement, each as currently in effect, (c) the Company’s 2013 Equity Incentive Plan, as amended (the “ 2013 Plan ”), and (d) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof.  As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters.

 

Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter of this opinion.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2013 Plan, and the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656  T: (703) 456-8000  F: (703) 456-8100  WWW.COOLEY.COM

 


 

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,

 

COOLEY LLP

 

 

By:

/s/ Brent B. Siler

 

 

Brent B. Siler

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the 2013 Equity Incentive Plan of Trevena, Inc. of our report dated March 20, 2014, except Note 13, as to which the date is November 19, 2014, with respect to the financial statements of Trevena, Inc. included in its Registration Statement (Form S-1 No. 333-200386) and related Prospectus, filed with the Securities and Exchange Commission.

 

 

 

/s/ Ernst & Young LLP

 

 

Philadelphia, Pennsylvania

January 23, 2015