Trevena (OTC: TRVN) ends royalty loan, assigns China royalties

Rhea-AI Filing Summary

Trevena, Inc. entered into an Assignment and Release Agreement under which its lender agreed to terminate and release the company from all obligations under a royalty-based loan agreement, except for indemnification and other obligations that already survive termination under that loan’s existing terms. In return, Trevena agreed to transfer all of its rights, title, and interest in its Chinese License Agreement with Jiangsu Nhwa Pharmaceutical Co. Ltd. for royalties in the China territory. Trevena will retain only the rights to commercialization milestone payments under that Chinese license.

Insights

Biopharma credit and licensing analyst

Trevena exits a royalty-backed loan by giving up Chinese royalty rights while keeping milestone upside.

Trevena and related entities reached an agreement with a lender to terminate a royalty-based loan entered in March 2022 and amended in July 2024. The lender released Trevena from all obligations under that loan, other than indemnification and other clauses that were already designed to survive termination. This structurally removes ongoing loan-related commitments tied to that financing structure.

In exchange, Trevena agreed to transfer all rights, title, and interest in its Chinese License Agreement with Jiangsu Nhwa Pharmaceutical for royalties in the China territory. The company explicitly keeps only the rights to commercialization milestone payments under that agreement. The trade-off shifts future economic participation in routine royalties away from Trevena in return for being released from the royalty-based loan, while preserving potential milestone events if commercial milestones in China are achieved.

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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): January 9, 2026

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.)

2870 Peachtree Road Suite 502

Atlanta, GA 30305

(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		OTC Expert Market

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 1.01 Entry into a Material Definitive Agreement.

On January 9, 2026, Trevena, Inc., Trevena SPV2 LLC, Trevena SPV1 LLC, and Trevena Royalty LLC (collectively the “Company”) entered into an Assignment and Release Agreement (the “Agreement) with Jiangsu Nhwa Pharmaceutical Co. Ltd. (“Nhwa”) and R-Bridge Investment Four Pte. Ltd., (the “Lender”) whereby the Lender agreed to terminate and release the Company from all obligations (other than indemnification and other obligations that survive the termination of the Loan Agreement pursuant to the existing terms of such agreement) under the royalty-based loan agreement by and between the Company and the Lender entered into on March 30, 2022 and amended on July 3, 2024. In exchange for such termination and release, the Company agreed to transfer all rights, title and interest under the Company’s Chinese License Agreement with Nhwa, entered into on April 27, 2018 (as amended), for royalties in the China territory, other than the rights to the Commercialization Milestone payments.

Item 9.01. Financial Statements and Exhibits.

(d)        Exhibits

Number		Description
10.1		Assignment and Release Agreement dated January 9, 2026
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: January 14, 2026	By:	/s/ Katrine Sutton
		Katrine Sutton
		Acting Principal Finance Officer and Principal Accounting Officer

FAQ

What did Trevena (TRVN) announce in this 8-K filing?

Trevena reported that it entered into an Assignment and Release Agreement under which its lender agreed to terminate and release the company from obligations under a royalty-based loan agreement, other than indemnification and other obligations that were already set to survive termination, in exchange for a transfer of certain Chinese royalty rights.

Which loan agreement is Trevena being released from?

The release covers a royalty-based loan agreement between Trevena and R-Bridge Investment Four Pte. Ltd. that was originally entered into on March 30, 2022 and later amended on July 3, 2024, except for indemnification and other obligations that survive termination under its existing terms.

What rights is Trevena transferring under the agreement with Nhwa?

Trevena agreed to transfer all rights, title, and interest under its Chinese License Agreement with Jiangsu Nhwa Pharmaceutical Co. Ltd. for royalties in the China territory, while excluding the rights to commercialization milestone payments.

What does Trevena retain from the Chinese License Agreement after this transaction?

After the transfer, Trevena retains only the rights to commercialization milestone payments under its Chinese License Agreement with Jiangsu Nhwa Pharmaceutical Co. Ltd., and not the ongoing royalty rights in the China territory.

Who are the main counterparties in Trevena’s new Assignment and Release Agreement?

The Assignment and Release Agreement involves Trevena, Inc., Trevena SPV2 LLC, Trevena SPV1 LLC, Trevena Royalty LLC, Jiangsu Nhwa Pharmaceutical Co. Ltd., and R-Bridge Investment Four Pte. Ltd. as the lender.

Does Trevena still have any obligations under the terminated royalty-based loan?

Yes. While the lender agreed to terminate and release Trevena from obligations under the royalty-based loan, indemnification and other obligations that survive termination under the loan’s existing terms remain in place.