August 2, 2018 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-36193

Trevena, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)	26-1469215 (I.R.S. Employer Identification No.)

955 Chesterbrook Boulevard, Suite 200 Chesterbrook, PA (Address of Principal Executive Offices)	19087 (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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


Large accelerated filer ☐	Accelerated filer ☒

Non-accelerated filer ☐	Smaller reporting company ☐
(Do not check if a smaller reporting company)

Emerging growth company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.


Common Stock, $0.001 par value	Shares outstanding as of July 31, 2018: 76,082,280

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. ☒

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TABLE OF CONTENTS


		Page
Cautionary Note Regarding Forward-Looking Statements		ii

	PART I- FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Balance Sheets	1
	Statements of Operations and Comprehensive Loss	2
	Statement of Stockholders’ Equity	3
	Statements of Cash Flows	4
	Notes to Unaudited Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27
	PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	60

SIGNATURES		62

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10‑Q (this “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but also are contained elsewhere in this Quarterly Report, as well as in sections such as “Risk Factors” that are incorporated by reference into this Quarterly Report from our most recent Annual Report on Form 10‑K (the “Annual Report”). In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Forward-looking statements include statements about:

our plans to develop and potentially commercialize our product candidates;

our ability to fund future operating expenses, including any future launch of oliceridine, if approved, and capital expenditures with our current cash resources or to secure additional funding in the future;

our planned nonclinical studies and clinical trials for our product candidates;

the timing and likelihood of obtaining and maintaining regulatory approvals for our product candidates;

the extent of clinical trials potentially required by the FDA for our product candidates;

the clinical utility and market acceptance of our product candidates, particularly in light of existing and future competition;

our sales, marketing, and manufacturing capabilities and strategy;

our intellectual property position; and

our ability to identify additional product candidates with significant commercial potential that are consistent with our commercial objectives.

You should refer to the “Risk Factors” section of this Quarterly Report and our Annual Report for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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PART I

ITEM 1. FINANCIAL STATEMENTS

TREVENA, INC.

Balance Sheets

(in thousands, except share and per share data)


	June 30, 2018		December 31, 2017
		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	24,036	$	16,557
Marketable securities		39,462		49,543
Alliance revenue receivable		2,250		—
Prepaid expenses and other current assets		1,543		1,393
Total current assets		67,291		67,493
Restricted cash		1,414		1,413
Property and equipment, net		3,613		3,805
Intangible asset, net		10		11
Total assets	$	72,328	$	72,722
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	592	$	1,424
Accrued expenses and other current liabilities		3,651		4,303
Current portion of loans payable, net		12,494		12,425
Deferred revenue		3,000		—
Deferred rent		65		61
Total current liabilities		19,802		18,213
Loans payable, net		10,873		15,725
Capital leases, net of current portion		25		31
Deferred rent, net of current portion		2,926		3,006
Warrant liability		6		10
Other long term liabilities		—		1,104
Total liabilities		33,632		38,089
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock—$0.001 par value; 200,000,000 and 100,000,000 shares authorized June 30, 2018 and December 31, 2017, respectively, 73,507,985 and 62,310,795 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively		74		62
Preferred stock—$0.001 par value; 5,000,000 shares authorized, none issued or outstanding at June 30, 2018 and December 31, 2017		—		—
Additional paid-in capital		414,457		392,103
Accumulated deficit		(375,815)		(357,490)
Accumulated other comprehensive loss		(20)		(42)
Total stockholders’ equity		38,696		34,633
Total liabilities and stockholders’ equity	$	72,328	$	72,722

See accompanying notes to financial statements.

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TREVENA, INC.

Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except share and per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Revenue:
Alliance revenue	$	2,500	$	—	$	2,500	$	—
Operating expenses:
General and administrative		5,926		4,385		10,998		9,264
Research and development		5,128		15,499		9,726		31,595
Restructuring charges		41		—		64		—
Total operating expenses		11,095		19,884		20,788		40,859
Loss from operations		(8,595)		(19,884)		(18,288)		(40,859)
Other income (expense):
Change in fair value of warrant liability		4		19		4		56
Net gain (loss) on asset disposals		(107)		1		116		1
Miscellaneous income		500		—		1,428		628
Interest income		226		163		425		337
Interest expense		(597)		(731)		(1,275)		(1,309)
Gain on foreign currency exchange		10		—		10		—
Total other income (expense)		36		(548)		708		(287)
Loss before income tax expense		(8,559)		(20,432)		(17,580)		(41,146)
Foreign income tax expense		(745)		—		(745)		—
Net loss attributable to common stockholders	$	(9,304)	$	(20,432)	$	(18,325)	$	(41,146)
Other comprehensive gain (loss), net:
Unrealized gain (loss) on marketable securities		26		(8)		22		(59)
Other comprehensive gain (loss), net:		26		(8)		22		(59)
Comprehensive loss	$	(9,278)	$	(20,440)	$	(18,303)	$	(41,205)
Per share information:
Net loss per share of common stock, basic and diluted	$	(0.13)	$	(0.35)	$	(0.27)	$	(0.71)
Weighted average common shares outstanding, basic and diluted		69,664,994		58,381,868		67,127,711		57,642,379

See accompanying notes to financial statements.

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TREVENA, INC.

Statement of Stockholders’ Equity (Unaudited)

For the period from January 1, 2018 to June 30, 2018

(in thousands, except share data)


	Stockholders' Equity
								Accumulated
	Common Stock							Other
	Number	$0.001		Additional				Comprehensive		Total
	of	Par		Paid-in		Accumulated		Income		Stockholders'
	Shares	Value		Capital		Deficit		(Loss)		Equity
Balance, January 1, 2018	62,310,795	$	62	$	392,103	$	(357,490)	$	(42)	$	34,633
Stock-based compensation expense	—		—		2,785		—		—		2,785
Exercise of stock options	132,952		—		83		—		—		83
Issuance of common stock, net of issuance costs	11,064,238		12		19,486		—		—		19,498
Unrealized gain on marketable securities	—		—		—		—		22		22
Net loss	—		—		—		(18,325)		—		(18,325)
Balance, June 30, 2018	73,507,985	$	74	$	414,457	$	(375,815)	$	(20)	$	38,696

See accompanying notes to financial statements.

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TREVENA, INC.

Statements of Cash Flows (Unaudited)

(in thousands)


	Six Months Ended
	June 30,
	2018		2017
Operating activities:
Net loss	$	(18,325)	$	(41,146)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		340		158
Stock-based compensation		2,785		3,687
Noncash interest expense on loans		446		530
Revaluation of warrant liability		(4)		(56)
Amortization (accretion) of bond premium (discount) on marketable securities		(25)		316
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(2,400)		(1,674)
Accounts payable, accrued expenses and other liabilities		(1,560)		(9,563)
Deferred revenue		3,000		—
Net cash used in operating activities		(15,743)		(47,748)
Investing activities:
Purchases of property and equipment		(147)		(2,019)
Maturities of marketable securities		32,550		48,443
Purchases of marketable securities		(22,422)		(32,646)
Net cash provided by investing activities		9,981		13,778
Financing activities:
Proceeds from exercise of common stock options		83		355
Proceeds from issuance of common stock, net		19,498		13,687
Capital lease payments		(6)		(3)
Proceeds from loans payable, net		—		9,921
Repayments of loans payable, net		(6,333)		—
Net cash provided by financing activities		13,242		23,960
Net increase (decrease) in cash and cash equivalents		7,480		(10,010)
Cash, cash equivalents and restricted cash—beginning of period		17,970		25,459
Cash, cash equivalents and restricted cash—end of period	$	25,450	$	15,449
Supplemental disclosure of cash flow information:
Cash paid for interest	$	827	$	778
Fair value of common stock warrants issued	$	—	$	184

See accompanying notes to financial statements.

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TREVENA, INC.

Notes to Unaudited Financial Statements

June 30, 2018

1. Organization and Description of the Business

Trevena, Inc., or the Company, was incorporated in Delaware as Parallax Therapeutics, Inc. on November 9, 2007. The Company began operations in December 2007, and its name was changed to Trevena, Inc. on January 3, 2008. The Company is a biopharmaceutical company developing innovative therapies based on breakthrough science to benefit patients and healthcare providers confronting serious medical conditions. The Company operates in one segment and has its principal office in Chesterbrook, Pennsylvania.

Since commencing operations in 2007, the Company has devoted substantially all of its financial resources and efforts to research and development, including preclinical studies and clinical trials. The Company has never been profitable and has not yet commenced commercial operations. In January 2018, the United States Food and Drug Administration, or FDA, accepted the new drug application, or NDA, submission for oliceridine, the Company's lead product candidate. The FDA also indicated that the Prescription Drug User Fee Act, or PDUFA, review date for the oliceridine NDA is November 2, 2018 and that it plans to hold an advisory committee meeting, likely in October 2018, to discuss the NDA. If oliceridine ultimately receives regulatory approval, the Company plans to commercialize it in the United States, either on its own or with a commercial partner, for use in acute care settings such as hospitals and ambulatory surgery centers; outside the United States, the Company plans to commercialize oliceridine in certain countries with commercial partners and, in the second quarter of 2018, the Company announced license agreements with partners in South Korea and China. See Notes 7 and 8 for additional information.

Since the Company’s inception, the Company has incurred losses and negative cash flows from operations. At June 30, 2018, the Company had an accumulated deficit of $375.8 million. The Company’s net loss was $18.3 million and $41.1 million for the six months ended June 30, 2018 and 2017, respectively. The Company expects its cash and cash equivalents of $24.0 million and marketable securities of $39.5 million as of June 30, 2018, together with interest thereon, as well as proceeds from the sale of shares of common stock under the Company’s at the market, or ATM, sales agreement with Cowen and Company, LLC, or Cowen, and from the receipt of $2.3 million related to an upfront payment from ex-U.S. licensing activities in China between June 30, 2018 and the date of this filing, to be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months following the date of this filing. If approved by FDA on November 2, 2018, and following Drug Enforcement Administration, or DEA, Scheduling, the Company expects to launch oliceridine in the United States in the first half of 2019. The extent of the Company’s commercial efforts for oliceridine, including the number of sales representatives and medical science liaisons at launch, will depend to a significant extent on the success of the Company’s fundraising efforts between the date of this filing and the launch date.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB. The Company’s functional currency is the U.S. dollar.

The financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s balance sheet as of June 30, 2018, its results of operations and its comprehensive loss for the three and six months ended June 30, 2018 and 2017, its statement of stockholders’ equity for the period from January 1, 2018 to June 30, 2018, and its cash flows for the six months ended June 30, 2018 and 2017. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s most recent Annual Report on Form 10‑K for the year ended December 31, 2017. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. The financial data and other information disclosed in these notes related to the six

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months ended June 30, 2018 and 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2018, any other interim periods, or any future year or period.

Revenue

In accordance with FASB’s ASC 606, Revenue from Contracts with Customers, or ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, it performs the following five steps:

(i)

identify the contract(s) with a customer;

(ii)

identify the performance obligations in the contract;

(iii)

determine the transaction price;

(iv)

allocate the transaction price to the performance obligations in the contract; and

(v)

recognize revenue when (or as) the entity satisfies a performance obligation.

The Company applies the five-step model to contracts when it determines that it is probable it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Amounts received prior to satisfying the revenue recognition criteria are recognized as deferred revenue in the Company’s balance sheet. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date are classified as Current portion of deferred revenue. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as Deferred revenue, net of current portion.

Alliance Revenues

The Company’s revenues have primarily been generated through licensing arrangements. The terms of these agreements typically include payment to the Company of one or more of the following: nonrefundable, up-front license fees; regulatory and commercial milestone payments; payments for manufacturing supply services; and royalties on net sales of licensed products.

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the following steps:

(i)

identification of the promised goods or services in the contract;

(ii)

determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract;

(iii)

measurement of the transaction price, including the constraint on variable consideration;

(iv)

allocation of the transaction price to the performance obligations; and

(v)

recognition of revenue when (or as) the Company satisfies each performance obligation.

See Note 8 for additional details surrounding the Company’s licensing arrangements.

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The Company also assesses whether there is an option in a contract to acquire additional goods or services. An option gives rise to a performance obligation only if the option provides a material right to the customer that it would not receive without entering into that contract. Factors that the Company considers in evaluating whether an option represents a material right include, but are not limited to: (i) the overall objective of the arrangement, (ii) the benefit the collaborator might obtain from the arrangement without exercising the option, (iii) the cost to exercise the option (e.g. priced at a significant and incremental discount) and (iv) the likelihood that the option will be exercised. With respect to options determined to be performance obligations, the Company recognizes revenue when those future goods or services are transferred or when the options expire.

The Company’s revenue arrangements may include the following:

Up-front License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from nonrefundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Milestone Payments: At the inception of an agreement that includes regulatory or commercial milestone payments, the Company evaluates whether each milestone is considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received.At each reporting period, the Company assesses the probability of achievement of each milestone under its current agreements.

Research and Development Activities: Under the Company’s current collaboration and license arrangements, if the Company is entitled to reimbursement for costs for services provided by the Company, it expects such reimbursement would be an offset to research and development expenses.

Royalties: If the Company is entitled to receive sales-based royalties from its collaborator, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, provided the reported sales are reliably measurable, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Manufacturing Supply and Research Services: Arrangements that include a promise for future supply of drug substance or drug product for either clinical development or commercial supply at the licensee’s discretion are generally considered as options. The Company assesses if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations.

The Company receives payments from its licensees based on schedules established in each contract. Upfront payments are recorded as deferred revenue upon receipt, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less.

Income Taxes

In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes, the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the six months ended June 30, 2018, the Company recorded foreign income tax expense related to withholdings associated with our ex-U.S. licensing activities. For the six months ended June 30, 2017, the Company recorded no tax expense or benefit due to the expected

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2017 loss and its historical losses. The Company has not recorded its net deferred tax asset as of either June 30, 2018 or December 31, 2017 because it maintained a full valuation allowance against all deferred tax assets as of these dates as management has determined that it is not more likely than not that the Company will realize these future tax benefits. As of June 30, 2018 and December 31, 2017, the Company had no uncertain tax positions.

In December 2017, the Tax Cuts and Jobs Act, or TCJA, was signed into law. Among other things, the TCJA permanently lowers the corporate federal income tax rate to 21% from the existing maximum rate of 35%, effective for tax years including or commencing January 1, 2018. As a result of the reduction of the corporate federal income tax rate to 21%, GAAP requires companies to revalue their deferred tax assets and deferred tax liabilities as of the date of enactment, with the resulting tax effects accounted for in the reporting period of enactment. This revaluation resulted in a provision of $27.6 million to income tax expense in and a corresponding reduction in the valuation allowance in the fourth quarter of 2017. As a result, there was no impact to the Company’s statement of operations and comprehensive loss as a result of reduction in tax rates. The Company’s preliminary estimate of the TCJA and the remeasurement of its deferred tax assets and liabilities is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the TCJA, changes to certain estimates and the filing of the Company’s tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the TCJA may require further adjustments and changes in the Company’s estimates. The final determination of the TCJA and the remeasurement of the Company’s deferred assets and liabilities will be completed as additional information becomes available, but no later than one year from the enactment of the TCJA.

Recently Adopted Accounting Standards

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, or SAB 118, which provides guidance on accounting for the tax effects of the TCJA. SAB 118 was issued to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act and allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the TCJA enactment date. The Company was able to reasonably estimate certain effects of the TCJA as of December 31, 2017 and has not changed the preliminary estimates as of June 30, 2018.

In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements. The amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new standard is effective for fiscal years beginning after December 15, 2017. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), to clarify how certain cash receipts and payments should be presented in the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer in an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additionally, in March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations. ASU 2016-08 amends the principal versus agent guidance in ASU 2014-09 to clarify how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principal to certain types of arrangements. The effective date for both standards is January 1, 2018. The Company adopted these standards on January 1, 2018 and elected the modified retrospective transition method, meaning the cumulative effect of applying the new guidance, if any, was recognized at that date as an adjustment to the opening accumulated deficit balance. There was no impact to the Company’s financial statements upon adoption, as the Company did not have any contracts with customers prior to, or, as of the adoption date.

Recent Accounting Standards Not Yet Adopted

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which provides the option to reclassify stranded tax effects within accumulated other

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comprehensive income to retained earnings. This option would be available in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or a portion thereof) is recorded. This is effective for the Company beginning after December 15, 2018, with early adoption permitted. These amendments should be applied in the period of adoption or retrospectively to each period in which the effect of the change in the U.S federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company is evaluating the effect this standard will have on its financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to record most leases on their balance sheets and disclose key information about leasing arrangements in an effort to increase transparency and comparability among organizations. The standard is effective for annual periods beginning after December 15, 2018 and interim periods within that reporting period. Early adoption is permitted. The Company is evaluating the effect this standard will have on its financial statements and related disclosures.

3. Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following:

Level 1‑Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2‑Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly.

Level 3‑Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

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Cash, Cash Equivalents and Marketable Securities

The following table presents fair value of the Company’s cash, cash equivalents, and marketable securities as of June 30, 2018 and December 31, 2017 (in thousands):


	June 30, 2018
	Adjusted		Unrealized		Unrealized				Cash and Cash		Restricted		Marketable
	Cost		Gains		Loss		Fair Value		Equivalents		Cash		Securities
Cash	$	8,704	$	—	$	—	$	8,704	$	7,290	$	1,414	$	—
Level 1 (1):
Money market funds		16,746		—		—		16,746		16,746		—		—
U.S. treasury securities		4,983		—		(1)		4,982		—		—		4,982
Subtotal		21,729		—		(1)		21,728		16,746		—		4,982
Level 2 (2):
U.S. government agency securities		34,499		—		(19)		34,480		—		—		34,480
Total	$	64,932	$	—	$	(20)	$	64,912	$	24,036	$	1,414	$	39,462


	December 31, 2017
	Adjusted		Unrealized		Unrealized				Cash and Cash		Restricted		Marketable
	Cost		Gains		Losses		Fair Value		Equivalents		Cash		Securities
Cash	$	6,783	$	—	$	—	$	6,783	$	5,370	$	1,413	$	—
Level 1 (1):
Money market funds		11,187		—		—		11,187		11,187		—		—
U.S. treasury securities		1,991		—		—		1,991		—		—		1,991
Subtotal		13,178		—		—		13,178		11,187		—		1,991
Level 2 (2):
U.S. government agency securities		47,594		—		(42)		47,552		—		—		47,552
Total	$	67,555	$	—	$	(42)	$	67,513	$	16,557	$	1,413	$	49,543

(1)

The fair value of Level 1 securities is estimated based on quoted prices in active markets for identical assets or liabilities.

(2)

The fair value of Level 2 securities is estimated based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

The Company classifies investments available to fund current operations as current assets on its balance sheets. As of June 30, 2018, the Company did not hold any investment securities exceeding a one-year maturity.

Unrealized gains and losses on marketable securities are recorded as a separate component of accumulated other comprehensive income (loss) included in stockholders’ equity. Realized gains (losses) are included in interest income (expense) in the statement of operations and comprehensive income (loss) on a specific identification basis. The Company did not record any realized gains or losses during the three and six months ended June 30, 2018 and 2017. To date, the Company has not recorded any impairment charges on marketable securities related to other-than-temporary declines in market value.

The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between Level 2 and Level 3 during the six months ended June 30, 2018 or the year ended December 31, 2017.

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4. Loans Payable

In September 2014, the Company entered into a loan and security agreement with Oxford Finance LLC and Pacific Western Bank (formerly Square 1Bank) (together, the lenders), pursuant to which the lenders agreed to lend the Company up to $35.0 million in a three-tranche series of term loans (Term Loans A, B, and C). Upon initially entering into the agreement, the Company borrowed $2.0 million under Term Loan A. In April 2015, the Company amended the agreement with the lenders to change the draw period for Term Loan B. In December 2015, the Company further amended the agreement with the lenders to, among other things, change the draw period for Term Loan C, modify the interest only period, and modify the maturity date of the loan. In December 2015, the Company borrowed the Term Loan B tranche of $16.5 million. The Company’s ability to draw an additional $16.5 million under Term Loan C was subject to the satisfaction of one or more specified triggers related to the results of the Company’s Phase 2b clinical trial of TRV027, which were announced in May 2016. Although those triggers were not attained, in December 2016, the Company and the lenders modified the terms and conditions under which the Company could exercise an option to draw $10.0 million of Term Loan C. In March 2017, the Company borrowed the Term Loan C tranche of $10.0 million.

Borrowings under Term Loans A and B accrue interest at a fixed rate of 6.50% per annum. Borrowings under Term Loan C accrue interest at a fixed rate of 6.98% per annum. The Company was required to make payments of interest only on borrowings under the loan agreement on a monthly basis through and including January 1, 2018. Payments of principal in equal monthly installments and accrued interest began January 1, 2018 and will continue to be due until the loan matures on March 1, 2020. Upon the last payment date of the amounts borrowed under the agreement, the Company will be required to pay a final payment fee equal to 6.6% of the aggregate amounts borrowed, which is recorded as interest expense over the term of the loans payable. In addition, if the Company repays Term Loan A, Term Loan B, or Term Loan C prior to the applicable maturity date, it will pay the lenders a prepayment fee of 1.0% of each of Term Loans A and B, and 2.0% of Term Loan C, if the prepayment occurs on or between April 1, 2018 and March 31, 2019, and 1.0% of Term Loan C, if the prepayment occurs on or after April 1, 2019.

The Company’s obligations under the loan and security agreement are secured by a first priority security interest in substantially all of the assets of the Company, including the Company’s cash, cash equivalents, and marketable securities but excluding the Company’s intellectual property (together, the collateral). The Company has agreed not to pledge or otherwise encumber its intellectual property, other than through grants of certain permitted non-exclusive or exclusive licenses or other conveyances of its intellectual property.

The loan and security agreement includes affirmative and restrictive covenants, including: (a) financial reporting requirements; (b) limitations on the incurrence of indebtedness; (c) limitations on liens; (d) limitations on certain merger and acquisition transactions; (e) limitations on dispositions of certain assets; (f) limitations on fundamental corporate changes (including changes in control); (g) limitations on investments; (h) limitations on payments and distributions and (i) other covenants. The agreement also contains certain events of default, including for payment defaults, breaches of covenants, a material adverse change in the Company’s business, operations or condition (financial or otherwise), a material impairment in the value of the collateral or in the prospect of repayment of the Company’s obligations to the lender, certain levies, attachments and other restraints on the Company’s business, insolvency, defaults under other agreements and misrepresentations. Upon an event of default, the lenders have the right to foreclose upon the available collateral, including the Company’s existing cash and cash equivalents and marketable securities.

In connection with entering into the agreement, the Company issued to the lenders and the placement agent warrants to purchase an aggregate of 7,678 shares of Trevena’s common stock, of which 5,728 shares remain outstanding as of June 30, 2018. These detachable warrant instruments have qualified for equity classification and have been allocated upon the relative fair value of the base instrument and the warrants, according to the guidance of ASC 470-20-25-2. These warrants are exercisable immediately and have an exercise price of $5.8610 per share. The warrants may be exercised on a cashless basis and will terminate on the earlier of September 19, 2024 or the closing of a merger or consolidation transaction in which the Company is not the surviving entity. In connection with the draw of Term Loan B, the Company issued to the lenders and the placement agent additional warrants to purchase an aggregate of 34,961 shares of Trevena common stock, all of which remain outstanding at June 30, 2018. These warrants have substantially the same terms as those noted above, have an exercise price of $10.6190 per share and an expiration date of December 23, 2025. In connection with draw of Term Loan C, the Company issued to the lenders and placement agent additional warrants to purchase an aggregate of 62,241 shares of the Company’s common stock, all of which remain

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outstanding at June 30, 2018. These warrants have substantially the same terms as those noted above, and have an exercise price of $3.6150 per share and an expiration date of March 31, 2027.

As of June 30, 2018, borrowings of $22.2 million attributable to Term Loans A, B, and C remain outstanding. Interest expense of $0.8 million and $0.8 million was recorded during the six months ended June 30, 2018 and 2017, respectively. The Company incurred lender and third party costs of $1.0 million related to the issuance of its term loans. Per ASU 2015‑3, Interest-Imputation of Interest, debt discount and debt issuance costs are to be presented as a contra-liability to the debt on the balance sheet. These costs will be amortized to interest expense over the life of the loans using the effective interest method. Immaterial amounts of debt discount and debt issuance cost were amortized to interest expense during the three and six months ended June 30, 2018 and 2017, respectively.

The following table summarizes how the issuance of Term Loans A, B, and C are reflected on the balance sheet at June 30, 2018 and December 31, 2017 (in thousands):


	June 30,		December 31,
	2018		2017
Gross proceeds	$	22,167	$	28,500
Debt discount and debt issuance costs		1,200		(350)
Carrying value		23,367		28,150
Current portion of loans payable, net		12,494		12,425
Loans payable, net	$	10,873	$	15,725

The accretion of the final fee payment is presented as part of Debt discount and debt issuance costs, a component of loans payable, as of June 30, 2018 and as other long term liabilities as of December 31, 2017.

5. Stockholders’ Equity

Equity Offerings

On December 14, 2015, the Company entered into an ATM sales agreement with Cowen, or the Prior ATM Agreement, to offer and sell, from time to time at the Company’s sole discretion, shares of its common stock, having an aggregate offering price of up to $75.0 million through Cowen as its sales agent. Sales under the Prior ATM Agreement are deemed to be “at the market offerings”, as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under the Prior ATM Agreement, the Company was required to pay Cowen a commission of up to three percent of the gross sales proceeds and provided Cowen with customary indemnification rights. In the six months ended June 30, 2018, the Company issued and sold 11,064,238 shares of common stock under the Prior ATM Agreement at a weighted average price per share of $1.81. The net offering proceeds to the Company were approximately $19.5 million after deducting related expenses, including commissions. The Prior ATM Agreement terminated on June 29, 2018 when the Company’s Registration Statement on Form S-3 (File No. 333-225685) was declared effective by the SEC. Accordingly, as of June 30, 2018, there was no remaining capacity available under this ATM facility.

On June 15, 2018, the Company entered into a new ATM sales agreement with Cowen to offer and sell, from time to time at the Company’s sole discretion, shares of its common stock, having an aggregate offering price of up to $50.0 million through Cowen as its sales agent. Sales of the shares are deemed to be “at the market offerings”, as defined in Rule 415 under the Securities Act. The Company is required to pay Cowen a commission of up to three percent of the gross sales proceeds and has provided Cowen with customary indemnification rights. During the second quarter of 2018, no sales were made under this ATM facility and the entire $50 million capacity remained available as of June 30, 2018.

Equity Incentive Plans

The Company utilizes equity incentive plans to grant various forms of stock options and restricted stock to eligible employees, directors and consultants to the Company. Under all of such plans, the amount, terms of grants and exercisability provisions are determined by the board of directors or its designee. The term of the options may be up to 10 years, and options are exercisable in cash or as otherwise determined by the board of directors. Vesting generally occurs over a period of not greater than 4 years. For performance-based stock awards, we recognize expense when achievement of the performance factor is probable, over the requisite service period.

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The estimated grant-date fair value of the Company’s stock-based awards is amortized ratably over the awards’ service periods. Stock-based compensation expense recognized was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Research and development	$	386	$	735	$	744	$	1,441
General and administrative		901		1,158		2,041		2,246
Total stock-based compensation	$	1,287	$	1,893	$	2,785	$	3,687


	Options Outstanding
				Weighted
				Average
		Weighted		Remaining
		Average		Contractual
	Number of	Exercise		Term
	Shares	Price		(in years)
Balance, December 31, 2017	8,624,223	$	5.22	7.17
Granted	3,085,125		1.79
Exercised	(132,952)		0.63
Forfeited/Cancelled	(2,190,948)		4.31
Balance, June 30, 2018	9,385,448	$	4.37	7.35
Vested or expected to vest at June 30, 2018	9,385,448	$	4.37	7.35
Exercisable at June 30, 2018	4,225,244	$	5.46	5.25

The intrinsic value of the options exercisable as of June 30, 2018 was $0.2 million, based on the Company’s closing stock price of $1.44 per share and a weighted average exercise price of $5.46 per share. At June 30, 2018, there was $9.8 million of total unrecognized compensation expense related to unvested options that will be recognized over the weighted average remaining period of 2.25 years.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes model requires the Company to make certain estimates and assumptions, including estimating the fair value of the Company’s common stock, assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk-free investments and the expected dividend yield for the Company’s common stock.

The per-share weighted-average grant date fair value of the options granted to employees and directors during the six months ended June 30, 2018 and 2017 was estimated at $1.19 and $3.20 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

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	Six Months Ended
	June 30,
	2018		2017
Expected term of options (in years)	5.8		6.2
Risk-free interest rate	2.7	%	2.1	%
Expected volatility	74.9	%	75.7	%
Dividend yield	0	%	0	%

Shares Available for Future Grant

At June 30, 2018, the Company has the following shares available to be granted under its equity incentive plans:


		Inducement
	2013 Plan	Plan
Available at December 31, 2017	991,613	293,000
Authorized	2,492,431	—
Granted	(2,763,125)	(322,000)
Forfeited/Cancelled	2,074,823	116,125
Available at June 30, 2018	2,795,742	87,125

Shares Reserved for Future Issuance

At June 30, 2018, the Company has reserved the following shares of common stock for issuance:


Stock options outstanding under 2013 Plan		8,972,573
Shares available for future grant under 2013 Plan		2,795,742
Stock options outstanding under Inducement Plan		412,875
Shares available for future grant under Inducement Plan		87,125
Employee stock purchase plan		225,806
Warrants outstanding		123,091
Total shares of common stock reserved for future issuance		12,617,212

6. Commitments and Contingencies

Legal Proceedings

The Company is not involved in any legal proceeding that it expects to have a material effect on its business, financial condition, results of operations and cash flows.

7. Licensing Arrangements

License and Commercialization Agreement with Pharmbio Korea Inc.

In April 2018, the Company entered into an exclusive license agreement with Pharmbio Korea Inc., or Pharmbio, for the development and commercialization of oliceridine for the management of moderate to severe acute pain in South Korea. Under the terms of the agreement, the Company received an upfront, non-refundable cash payment of $3.0 million in connection with execution of the agreement, a cash commercial milestone of up to $0.5 million if oliceridine is approved in South Korea and tiered royalties on product sales in South Korea ranging from high single digits to 20%, less applicable withholding taxes. As part of the agreement, Trevena also granted Pharmbio an option to manufacture oliceridine, on a non-exclusive basis, for the development and commercialization of the product in South Korea, subject to a separate arrangement to be entered into if Pharmbio exercises the option.

In accordance with the terms of the agreement, Pharmbio is solely responsible for all development and regulatory activities in South Korea. The parties have formed a Joint Development Committee with equal representation from the Company and Pharmbio to provide overall coordination and oversight of the development of oliceridine in

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South Korea. The parties also agreed to form a Joint Manufacturing and Commercialization Committee at least six months prior to the anticipated date of regulatory approval of oliceridine in South Korea to provide overall coordination and oversight of the manufacture and commercialization of oliceridine in South Korea.

See Note 8 for accounting analysis under ASC 606.

License Agreement with Jiangsu Nhwa Pharmaceutical Co. Ltd.

In April 2018, the Company also entered into an exclusive license agreement with Jiangsu Nhwa Pharmaceutical Co. Ltd., or Nhwa, for the development and commercialization of oliceridine for the management of moderate to severe acute pain in China. Under this agreement, the Company will receive an upfront, non-refundable cash payment of $2.5 million (less applicable withholding taxes of $0.3 million) and is eligible to receive cash milestone payments of $3.0 million upon regulatory approval of oliceridine in each of the United States and China, up to an additional $6.0 million of commercialization milestones based on product sales levels in China, and a ten percent royalty on all net product sales in China, less applicable withholding taxes. As part of the agreement, Trevena also granted Nhwa an option to manufacture oliceridine, on an exclusive basis in China, for the development and commercialization of the product in China. As of June 30, 2018, Nhwa has elected to exercise this manufacturing option and a separate agreement will be entered into. The Company received the upfront cash payment, net of withholdings, in July 2018.

In accordance with the terms of the agreement, Nhwa is solely responsible for all development and regulatory activities in China. The parties have formed a Joint Development Committee with equal representation from the Company and Nhwa to provide overall coordination and oversight of the development of oliceridine in China. The parties also agreed to form a Joint Manufacturing and Commercialization Committee at least six months prior to the anticipated date of regulatory approval of oliceridine in China to provide overall coordination and oversight of the manufacture and commercialization of oliceridine in China.

See Note 8 for accounting analysis under ASC 606.

8. Revenue

The Company accounts for revenue under FASB’s ASC 606, Revenue from Contracts with Customers, or ASC 606, under which revenue is recognized when, or as, performance obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers.

Alliance Revenue

Alliance revenue for the three months ended June 30, 2018 represents revenue from contracts with customers in licensing arrangements accounted for in accordance with ASC Topic 606, which the Company adopted in the first quarter of 2018, as more fully described in Note 2 and Note 7. There was no previously recorded Alliance revenue.

For the three and six months ended June 30, 2018, Alliance revenue in the accompanying statements of operations and comprehensive loss is comprised of the following:


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2018		2018

Pharmbio Korea Inc.	$	—	$	—
Jiangsu Nhwa Pharmaceutical Co. Ltd.		2,500		2,500
	$	2,500	$	2,500

There was no Alliance revenue activity in 2017. The 2018 Alliance revenue recognized relates to the upfront payments received from Nhwa once the related performance obligation was satisfied. This performance obligation was satisfied once the Company had transferred the license and know-how to Nhwa and Nhwa could begin to benefit from this transfer. The revenue related to the Pharmbio agreement has been deferred, based on the date at which the license

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and know-how was transferred, and will be recognized in the third quarter of 2018, at the time the Company completed its performance obligation. The Company determined that participation in the Joint Development Committees and Joint Manufacturing and Commercialization Committees were deemed immaterial in the context of the contract.

The income tax expense resulting from these transactions represents foreign withholding taxes as a result of alliance revenue from the contracts. As the Company has incurred losses in recent years, no material U.S. federal, state, or foreign income taxes have been accrued.

9. Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except share and per share data):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Basic and diluted net loss per common share calculation:
Net loss	$	(9,304)	$	(20,432)	$	(18,325)	$	(41,146)
Net loss attributable to common stockholders	$	(9,304)	$	(20,432)	$	(18,325)	$	(41,146)
Weighted average common shares outstanding		69,664,994		58,381,868		67,127,711		57,642,379
Net loss per share of common stock - basic and diluted	$	(0.13)	$	(0.35)	$	(0.27)	$	(0.71)

The following outstanding securities at June 30, 2018 and 2017 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive:


		June 30,
		2018		2017

Form: 10-Q

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