Trevena, Inc. Announces Registered Direct Offering of Preferred Stock
CHESTERBROOK, Pa., July 29, 2022 (GLOBE NEWSWIRE) -- Trevena, Inc. (Nasdaq: TRVN) ("Trevena" or the "Company"), a biopharmaceutical company focused on the development and commercialization of novel medicines for patients with central nervous system (CNS) disorders, today announced that it has entered into a securities purchase agreement with a single healthcare-focused institutional investor for the purchase and sale of 1,800 shares of Series A convertible preferred stock (“Series A Preferred”) and 200 shares of Series B convertible preferred stock (“Series B Preferred”) and warrants exercisable to purchase up to an aggregate of 8,000,000 shares of common stock in a registered direct offering. Each share of preferred stock has a stated value of $1,000 per share and a conversion price of $0.25 per share. The shares of preferred stock issued in the offering are convertible into an aggregate of 8,000,000 shares of common stock. The warrants have an exercise price of $0.263 per share, will be exercisable beginning on the later of six months following the date of issuance and the effective date of a reverse stock split of the Company’s common stock in an amount sufficient to permit the exercise in full of the warrants, subject to stockholder approval of the reverse stock split, and will expire five and one-half years following the date of issuance. The closing of the offering is expected to occur on or about July 29, 2022, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The Company expects to call a special meeting of stockholders for the approval of a proposal to effect a reverse stock split of the Company’s common stock (the “Proposal”). The Series A Preferred has voting rights on the Proposal equal to the number of shares of common stock into which the Series A Preferred is convertible based on the minimum price under Nasdaq rules on the date of the securities purchase agreement. The Series B Preferred has voting rights on the Proposal equal to 25,000,000 votes per share of Series B Preferred, provided that any votes cast by the Series B Preferred with respect to the Proposal must be counted by the Company in the same proportion as the shares of common stock and Series A Preferred voted on the Proposal. The shares of preferred stock are convertible at the option of the holder at any time following the date of issuance.
Total gross proceeds from the offering, before deducting the placement agent's fees and other estimated offering expenses, is $2 million. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include working capital and general and adminstrative expenses.
The securities described above are being offered pursuant to a “shelf” registration statement on Form S-3 (333-251006), which was declared effective by the SEC on December 4, 2020. The offering will be made only by means of a prospectus supplement and a prospectus that form a part of the registration statement. A final prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the 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 to be filed with the United States Securities and Exchange Commission ("SEC").
For more information, please visit www.Trevena.com
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