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): October 45, 2024

TREVENA, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-36193		26-1469215
(Commission File No.)		(IRS Employer Identification No.)

955 Chesterbrook Boulevard, Suite 110

Chesterbrook, PA 19087

(Address of principal executive offices and zip code)

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

Not applicable

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

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		TRVN		~~The~~OTC ~~Nasdaq~~Pink ~~Stock~~Open Market ~~LLC~~

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

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. ¨

Item 35.0102 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

OnDepartures ~~October~~and 4,Appointments ~~2024,~~of ~~Trevena, Inc.~~Certain (the “Company”) received notice that the Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s common stock from The Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s failure to comply with the minimum stockholder’s equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Equity Standard Rule”). As previously disclosed, the Panel had provided the Company until October 2, 2024, to regain compliance with the Equity Standard Rule.Officers

~~Trading~~On inOctober 5, 2024, the ~~Company’s~~Board ~~common~~of ~~stock~~Directors ~~will~~(the be“Board”) of ~~suspended~~the onCompany ~~Nasdaq effective~~approved ~~with~~ the ~~open~~termination of ~~business~~employment, onwithout ~~October 8~~cause, ~~2024~~of Carrie L. AsBourdow, athe ~~result~~Company’s President and Chief Executive Officer; Barry Shin, the Company’s ~~expects~~Executive ~~its~~Vice ~~common~~President, ~~stock~~Chief toOperating ~~begin~~Officer ~~trading~~and onChief ~~the~~Financial ~~Pink Open~~Officer; ~~Market~~and ~~operated~~Mark byA. Demitrack, MD, the ~~OTC~~Company’s ~~Markets~~Senior ~~Group,~~Vice ~~Inc.~~President ~~(commonly~~and ~~referred~~Chief toMedical Officer, each effective as of October 5, 2024 (the “~~pink sheets~~Termination Date”). ~~There~~The ~~can~~terminations bewere noin ~~assurance that~~connection awith ~~broker~~cost-cutting ~~will~~measures, ~~continue~~and todo ~~make~~not ainvolve ~~market~~any indisagreement concerning the Company’s operations, ~~common~~policies ~~stock~~ or ~~that~~practices. ~~trading~~Ms. Bourdow will continue to serve as Chairman of the ~~common~~Board, ~~stock~~Acting Chief Executive Officer and principal executive officer; Mr. Shin will continue onto serve as Acting Chief Operating Officer and Chief Financial Officer, principal anfinancial ~~over-the-counter~~officer ~~market~~and principal accounting officer; and Mr. Demitrack will continue to serve as Acting Chief Medical Officer, following her or ~~elsewhere~~his respective terminations of employment.

~~Item~~In 7connection with the termination of employment of Ms.01 Bourdow, Mr. Shin ~~Regulation~~and FDDr. Demitrack ~~Disclosure~~(each, an “Executive”), the Company entered into a Separation Agreement and General Release (collectively, the “Separation Agreements”) with each Executive. The Separation Agreements address the severance payments and benefits to which each Executive is entitled in connection with such Executive’s termination without cause, consistent with the terms of such Executive’s employment agreement. Copies of the Separation Agreements filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K, which are incorporated herein by reference.

OnConsulting ~~October 4, 2024, the Company issued a press release announcing, among other things, the Panel’s delisting determination.~~Arrangements

AOn ~~copy~~October 5, of2024, the ~~press~~Company ~~release~~entered isinto ~~furnished~~consulting ~~hereto~~agreements with ~~as Exhibit~~Mr. 99Shin (the “Shin Consulting Agreement”) and Dr.1 Demitrack (the “Demitrack Consulting Agreement”), toeffective ~~this~~as ~~Current~~of ~~Report~~October 5, on2024, ~~Form~~pursuant to which Mr. ~~8-K~~Shin and isDr. Demitrack ~~incorporated~~will ~~herein~~provide byassistance, ~~reference.~~advice ~~The~~and ~~information~~expertise on ~~set~~corporate ~~forth~~strategy, incommercial ~~this~~and ~~Item~~pipeline ~~7.01~~assets and ~~furnished hereto~~other business topics as ~~Exhibit 99.1~~directed ~~shall~~by ~~not~~the beCompany. ~~deemed~~Pursuant ~~“filed”~~to ~~for~~the ~~purposes~~terms of ~~Section~~the Shin Consulting Agreement and Demitrack Consulting Agreement, Mr. 18Shin ofand ~~the~~Mr. Demitrack ~~Securities~~will ~~Exchange~~receive ~~Act~~cash ofcompensation at an ~~1934,~~hourly asrate ~~amended~~generally ~~(the~~consistent ~~“Exchange~~with ~~Act”)~~their orrespective ~~otherwise~~prior ~~subject~~compensation levels for services to the ~~liabilities~~Company. Copies of ~~that~~the ~~section,~~Shin ~~nor~~Consulting Agreement ~~shall~~and itthe beDemitrack ~~deemed~~Consulting ~~incorporated by~~Agreement ~~reference~~filed inas ~~any~~Exhibit 10.4 ~~other~~and ~~filing~~Exhibit 10.5, ~~under~~respectively, ~~the Securities~~to ~~Act~~this ofCurrent ~~1933~~Report on Form 8-K, which asare ~~amended,~~incorporated orherein ~~the Exchange~~by ~~Act~~reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Number		Description
99.1		Press Release, dated October 4, 2024
10.1		Separation Agreement and General Release, dated October 5, 2024, by and between the Company and Carrie L. Bourdow
10.2		Separation Agreement and General Release, dated October 5, 2024, by and between the Company and Barry Shin
10.3		Separation Agreement and General Release, dated October 5, 2024, by and between the Company and Mark A. Demitrack, MD
10.4		Consulting Agreement, dated October 5, 2024, by and between the Company and Barry Shin
10.5		Consulting Agreement, dated October 5, 2024, by and between the Company and Mark A. Demitrack, MD
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 4, 2024	By:	/s/ Barry Shin
Date: October 10, 2024	By:	/s/ Barry Shin
		Barry Shin
		Executive Vice President, Chief Operating Officer and Chief Financial Officer
		Acting Chief Operating Officer and Chief Financial Officer

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