The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited consolidated
financial statements and related notes that appear in Item 1 of this Quarterly
Report on Form 10-Q and with our audited financial statements and related notes
for the year ended December 31, 2021, which are included in our   Annual Report
on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March
31, 2022  . Unless the context otherwise requires, we use the terms "Trevena,"
"Company," "we," "us" and "our" to refer to Trevena, Inc.

Overview



We are a biopharmaceutical company focused on developing and commercializing
novel medicines for patients affected by central nervous system, or CNS,
disorders. Our lead product, OLINVYK™ (oliceridine) injection, or OLINVYK, was
approved by the United States Food and Drug Administration, or the FDA, in
August 2020. In October 2020, we announced that OLINVYK had received scheduling
from the U.S. Drug Enforcement Administration, or DEA, and was classified as a
Schedule II controlled substance. OLINVYK is an opioid agonist for use in adults
for the management of acute pain severe enough to require an intravenous opioid
analgesic and for whom alternative treatments are inadequate.

We initiated commercial launch of OLINVYK in the first quarter of 2021. Our
commercial launch strategy is to focus on a subset of core specialties and
clinically challenging patient, such as those patients with certain
co-morbidities, elderly, obese or renal impairment. We intend to evolve and
expand this focus as customers gain experience with OLINVYK. We are also
developing a pipeline of product candidates based on our proprietary product
platform, including TRV045 for diabetic neuropathic pain and epilepsy; TRV250
for acute migraines; and TRV734 for opioid use disorders.

Since our incorporation in late 2007, our operations have included organizing
and staffing our company, business planning, raising capital, discovering and
developing our product candidates, establishing our intellectual property
portfolio, and commercializing our lead product. We have financed our operations
primarily through private placements and public offerings of our equity
securities, debt borrowings and royalty-based financing. As of June 30, 2022, we
had an accumulated deficit of $525.5 million. Our net loss was $31.4 million and
$23.9 million for the six months ended June 30, 2022 and 2021, respectively. Our
ability to become and remain profitable depends on our ability to generate
revenue or sales. We do not expect to generate significant revenue or sales
unless and until we or a collaborator successfully commercialize OLINVYK or
obtain marketing approval for and commercialize TRV045, TRV250, or TRV734.

We expect to incur significant expenses and operating losses for the foreseeable
future as we continue to commercialize OLINVYK and continue the development and
clinical trials of our other product candidates. We will need to obtain
substantial additional funding in connection with our continuing operations. We
will seek to fund our operations through the sale of equity, debt financings or
other sources, including potential collaborations. However, we may be unable to
raise additional funds or enter into such other agreements when needed on
favorable terms, or at all. If we fail to raise capital or enter into such other
arrangements as, and when, needed, we may have to significantly delay, scale
back or discontinue our operations, development programs, and/or any future

commercialization efforts.

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Recent Developments

OLINVYK demonstrated statistically significant reduced impact on neurocognitive functioning vs IV morphine on primary endpoint



In July 2022, we reported positive topline results from our post-approval study
designed to assess the impact on cognitive function in subjects treated with
OLINVYK compared to IV morphine. On the primary endpoint, OLINVYK showed a
statistically significant reduction in sedation versus IV morphine, measured by
saccadic eye movement peak velocity, a sensitive laboratory measure of sedating
action of medications. On several of the prespecified secondary outcome
measures, OLINVYK showed a statistically significant difference or trend
compared to IV morphine, despite the relatively small sample size, across a
range of neurocognitive measures and motor performance. The study was a
randomized, double-blind, placebo-controlled, dose-ranging design, in
collaboration with the Netherlands-based Center for Human Drug Research.
Subjects received single intravenous doses of OLINVYK 1 mg and 3 mg, or morphine
5 mg and 10 mg, or placebo, using a partial-block crossover design. Twenty-three
healthy subjects participated in the study, including 13 males and 10 females,
with a median age of 26.

Entered into mult-year OLINVYK contract with Vizient, a leading hospital performance improvement company serving over 50% of US acute care providers and 20% of US ambulatory care providers


In July 2022, we announced execution of a contract with Vizient, which may allow
for broad OLINVYK access for member hospitals. Vizient has coverage across US
academic medical centers, acute care hospitals and ambulatory surgical centers.
Trevena will work with Vizient to educate its members on the clinical and health
economic benefits of OLINVYK as an alternative to IV morphine.

Implemented strategic allocation of resources and cost reductions



In July 2022, we announced an approximately 25% reduction in full-time employees
and termination of our contract sales force agreement with Syneos. We maintain a
focused internal commercial and medical affairs team supporting OLINVYK.

Registered Direct Offering of Preferred Stock



In July 2022, we closed a registered direct offering with a single
healthcare-focused institutional investor in which it issued 1,800 shares of
Series A Preferred, 200 shares of Series B Preferred, and warrants exercisable
to purchase up to an aggregate of 8,000,000 shares of common stock. Total gross
proceeds from the Offering were $2.0 million.

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 our common stock in an amount
sufficient to permit the exercise in full of the warrants, subject to
stockholder approval of the Reverse Split Proposal, and will expire five and
one-half years following the date of issuance.

We also announced that we expect to call a special meeting of stockholders for
the approval of the Reverse Split Proposal. The Series A Preferred has voting
rights on the Reverse Split 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, or
$0.263. The Series B Preferred has voting rights on the Reverse Split 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 Reverse Split Proposal
must be counted in the same proportion as the shares of common stock and Series
A Preferred voted on the Reverse Split Proposal. The shares of Preferred Stock
were convertible at the option of the holder at any time following the date of
issuance and were converted by the initial purchaser prior to the date of this
Quarterly Report.

COVID-19

The impact of the COVID-19 pandemic on the global economy and on our business
continues to be a fluid situation. We responded quickly across our organization
to guard the health and safety of our team and participants in our clinical
trials, support our partners and vendors and mitigate risk. Thus far, our
employees have rapidly adapted to working

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remotely and we are monitoring the COVID-19 pandemic on a daily basis to ensure
we have all necessary plans in place for mitigating disruptions in our
operations. Our commercial launch was impacted by the pandemic via a lack of
traditional access to our customers and delayed formulary review processes. Many
of our customers experienced capacity constraints as a result of COVID-19 and
this frequently limited their ability to fully assess the clinical profile of
OLINVYK. Like other companies, our clinical trials have experienced some degree
of disruption due to access limitations to institutions currently impacted, and
we may need to make further adjustments to clinical trials in the future to
comply with evolving FDA guidance or otherwise. The extent to which the COVID-19
pandemic will impact our efforts to commercialize OLINVYK and to achieve market
acceptance is uncertain and will depend upon future developments.

We continue to proactively assess, monitor and respond to domestic and international developments related to the COVID-19 pandemic, and we will implement risk-mitigation plans as needed to minimize the impact on our clinical trials and business operations, including our commercialization efforts of OLINVYK.

Senior Secured Tranched Term Loan Credit Facility



In September 2014, we entered into a loan and security agreement with Oxford
Finance LLC and Pacific Western Bank (formerly Square 1 Bank), pursuant to which
the lenders agreed to lend us up to $35.0 million in a three-tranche series of
term loans, or the Term Loans. On March 2, 2020, we made our final payment under
the loan and security agreement with the lenders.

In connection with entering into the agreement, we issued to the lenders and the
placement agent certain warrants to purchase an aggregate of 7,678 shares of our
common stock. As of June 30, 2022, warrants exercisable for 5,728 shares of
common stock remain outstanding. These warrants were exercisable upon issuance
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 we are not the
surviving entity. In connection with our draw of the second term loan tranche,
we issued to the lenders and the placement agent additional warrants to purchase
an aggregate of 34,961 shares of our common stock. These warrants have
substantially the same terms as those noted above and have an exercise price of
$10.6190 per share and an expiration date of December 23, 2025. In connection
with our draw of the third term loan tranche, we issued to the lenders and
placement agent additional warrants to purchase an aggregate of 62,241 shares of
our common stock. 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. These detachable warrant instruments qualified for
equity classification and were allocated based upon the relative fair value of
the base instrument and the warrants, according to the guidance of ASC
470-20-25-2.

Critical Accounting Policies and Significant Judgments and Estimates



The preparation of our consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of our consolidated financial statements, as well as the reported revenues and
expenses during the reported periods. We base our estimates on historical
experience and on various other factors that we believe are reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.

A summary of our significant accounting policies appears in the notes to our
audited consolidated financial statements for the year ended December 31, 2021
included in our Annual Report. However, we believe that the following accounting
policies are important to understanding and evaluating our reported financial
results, and we have accordingly included them in this discussion.

Stock-Based Compensation



We have applied the fair value recognition provisions of Financial Accounting
Standards Board Accounting Standards Codification Topic 718,
Compensation - Stock Compensation, or ASC 718, to account for stock-based
compensation for employees. We recognize compensation costs related to stock
options granted to employees based on the estimated fair value of the awards on
the date of grant.

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We have equity incentive plans under which various types of equity-based awards
including, but not limited to, incentive stock options, non-qualified stock
options, and restricted stock unit awards, may be granted to employees,
non-employee directors, and non-employee consultants. We also have an inducement
plan under which various types of equity-based awards, including non-qualified
stock options and restricted stock unit awards, may be granted to new employees.

We recognize compensation expense for all stock-based awards based on the
estimated grant-date fair values. For restricted stock unit awards to employees,
the fair value is based on the closing price of our common stock on the date of
grant. The value of the portion of the award that is ultimately expected to vest
is recognized as expense on a straight-line basis over the requisite service
period. The fair value of stock options is determined using the Black-Scholes
option pricing model. We utilize a dividend yield of zero based on the fact that
we have never paid cash dividends and have no current intention of paying cash
dividends. In connection with the early adoption of ASU 2016-09 in the quarter
ended December 31, 2016, we elected an accounting policy to record forfeitures
as they occur.

See Note 6, included in Part 1, Item 1 of this Quarterly Report, for a
discussion of the assumptions we used in determining the grant date fair value
of options granted under the Black-Scholes option pricing model, as well as a
summary of the stock option activity under our stock-based compensation plan for
all years presented.

Recent Accounting Pronouncements

See Note 2, included in Part 1, Item 1 of this Quarterly Report for information on recent accounting pronouncements.

Results of Operations



Comparison of the three and six months ended June 30, 2022 and 2021 (in
thousands)

                                       Three Months Ended                      Six Months Ended
                                           June 30,                               June 30,
                                       2022          2021       Change        2022          2021        Change
Revenue:
Product revenue                     $        -    $      178    $ (178)    $        -    $      387    $   (387)
License revenue                              -             -          -            20             -           20
Total revenue                                -           178      (178)            20           387        (367)
Operating expenses:
Cost of goods sold                         216           258       (42)           423           421            2
Selling, general and
administrative                          10,306        10,545      (239)        21,320        17,913        3,407
Research and development                 4,291         3,449        842         9,550         6,085        3,465
Total operating expenses                14,813        14,252        561        31,293        24,419        6,874
Loss from operations                  (14,813)      (14,074)      (739)      (31,273)      (24,032)      (7,241)
Other income (expense):
Change in fair value of warrant
liability                                    -             2        (2)             -             5          (5)
Other income, net                           64             7         57           109            76           33
Interest income                             95            43         52           119            91           28
Interest expense                         (325)             -      (325)         (325)             -        (325)
Loss on foreign currency
exchange                                   (2)             -        (2)             -           (4)            4
Total other income (expense),
net                                      (168)            52      (220)          (97)           168        (265)
Net Loss                            $ (14,981)    $ (14,022)    $ (959)    $ (31,370)    $ (23,864)    $ (7,506)


Revenue

To date, we have derived revenue mainly from activities pursuant to our
licensing agreements related to the development and commercialization of OLINVYK
in China and South Korea. For the three and six months ended June 30, 2022, we
recorded no product revenue. For the three and six months ended June 30, 2021,
we recorded $0.2 million and $0.4 million, respectively, in product revenue from
the shipment of drug product to wholesalers.

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Cost of goods sold

Cost of goods sold for product revenue includes third party logistics costs,
shipping costs, and indirect overhead costs which are recorded as period costs
in the period incurred.

We expensed the cost of producing validation batches of OLINVYK that we are
using in the commercial launch as research and development expense prior to the
regulatory approval and DEA scheduling of OLINVYK. We expect cost of sales to
increase as we deplete these inventories.

The following table provides information regarding cost of goods sold during the periods indicated, including percent changes (dollar amounts in thousands):



                                              Three Months Ended June 30,                                                 Six Months Ended June 30,
                                         2022                                2021       % Increase (Decrease)        2022                              2021       % Increase (Decrease)

Cost of goods sold                 $            216                      $        258           -16%            $           423                    $        421            0%


Cost of goods sold decreased by less than $0.1 million and increased less than
$0.1 million for the three and six months ended June 30, 2022, respectively,
compared to the same periods in 2021, primarily related to distribution and
indirect costs following the regulatory approval and DEA scheduling of OLINVYK.

Selling, general and administrative expense



Selling, general and administrative expenses consist principally of salaries and
related costs for personnel in our executive, finance, commercial, and other
administrative areas, including expenses associated with stock­based
compensation and travel. Other selling, general and administrative expenses
include professional fees for legal, field sales organization, medical affairs,
market research, consulting, and accounting services.

Selling, general and administrative expenses for the three months ended June 30,
2022 decreased by $0.2 million, or 2%, as compared to the same period in 2021,
and increased by $3.4 million, or 19%, for the six months ended June 30, 2022 as
compared to the same period in 2021. The increase was primarily related to
increases in commercialization activities.

Research and development expense



Research and development expenses consist primarily of costs incurred for
research and the development of our product candidates, including costs
associated with the regulatory approval process. In addition, research and
development expenses include salaries and related costs for our research and
development personnel and stock-based compensation expense and travel expenses
for such individuals. Research and development activities are central to our
business model. Product candidates in later stages of clinical development
generally have higher development costs than those in earlier stages of clinical
development, primarily due to the increased size, complexity and duration of
later-stage clinical trials.

Research and development costs are expensed as incurred and are tracked by
discovery program and subsequently by product candidate once a product candidate
has been selected for development. We record costs for some development
activities, such as clinical trials, based on an evaluation of the progress to
completion of specific tasks using data such as patient enrollment, clinical
site activations or information provided to us by our vendors.

Research and development expenses increased by $0.8 million, or 24%, for the
three months ended June 30, 2022, as compared to the same period in 2021, and
increased by $3.5 million, or 57%, for the six months ended June 30,

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2022 as compared to the same period in 2021. The following table summarizes our research and development expenses (in thousands):



                                    Three Months Ended       Six Months Ended
                                        June 30,                June 30,
                                     2022         2021       2022        2021
Personnel-related costs           $    1,651     $ 1,367   $   3,322    $ 2,644
OLINVYK                                1,079         421       2,325        606
TRV027                                  (61)         114         300        223
TRV045                                   871       1,058       1,916      1,953
TRV250                                   151         222         579        197

Other research and development           600         267       1,108       

462
                                  $    4,291     $ 3,449   $   9,550    $ 6,085
The higher research and development expenses incurred during the three and six
months ended June 30, 2022 compared to the same period in 2021 were the result
of increased spend on OLINVYK post-approval clinical studies in respiratory
physiology and cognitive function.

Total other income (expense), net



Total other income (expense), net for the three and six months ended June 30,
2022 was higher than the same periods in prior year primarily because of higher
interest expense.

Liquidity and Capital Resources


We have historically funded substantially all of our operations through the sale
and issuance of our equity securities, debt securities and borrowings under debt
facilities. We have also received an aggregate of $8.8 million pursuant to
licensing agreements for the development and commercialization of OLINVYK in
China and South Korea.

At June 30, 2022, we had an accumulated deficit of $525.5 million, working
capital of $46.3 million, cash and cash equivalents of $19.6 million, restricted
cash of $2.9 million, and marketable securities of $29.9 million. In November
2020, we filed a $250.0 million shelf registration statement, which includes the
HCW ATM Program, of which there was approximately $41.9 million of available
capacity as of June 30, 2022.

Our primary use of cash is to fund operating expenses, which consist of research
and development expenditures, commercialization expenditures, and other selling,
general and administrative expenditures. These expenses have increased in the
three and six months ended June 30, 2022 as compared to the same periods in 2021
as a result of the commercial launch of OLINVYK. Cash used to fund operating
expenses is impacted by the timing of when we pay these expenses, as reflected
in the change in accounts payable and accrued expenses. Net cash used in
operating activities was $30.2 million and $26.5 million for the six months
ended June 30, 2022 and 2021, respectively. We incurred net losses of $31.4
million and $23.9 million for those same periods.

Cash Flows

The following table summarizes our cash flows for the six months ended June 30, 2022 and 2021 (in thousands):



                                                                      June 

30,


                                                                  2022      

2021


Net cash (used in) provided by:
Operating activities                                           $ (30,207)    $ (26,458)
Investing activities                                             (29,976)             -
Financing activities                                               14,449         8,007

Net decrease in cash, cash equivalents and restricted cash $ (45,734)

 $ (18,451)


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Net cash used in operating activities


Net cash used in operating activities was $30.2 million for the six months ended
June 30, 2022 and consisted primarily of a net loss of $31.4 million and changes
in operating assets and liabilities of $1.5 million, partially offset by
stock-based compensation of $2.2 million and depreciation expense of $0.2
million. Changes in prepaid expenses and other assets, accounts payable and
accrued expenses result from timing differences between the receipt and payment
of cash and when the transactions are recognized in our results of operations.

Net cash used in operating activities was $26.5 million for the six months ended
June 30, 2021 and consisted primarily of a net loss of $23.9 million and changes
in operating assets and liabilities of $4.5 million, partially offset by
stock-based compensation of $2.3 million and depreciation expense of $0.2
million. Changes in prepaid expenses and other assets, accounts payable and
accrued expenses result from timing differences between the receipt and payment
of cash and when the transactions are recognized in our results of operations.

Net cash used in investing activities

Net cash used in investing activities was $30.0 million for the six months ended June 30, 2022 due to purchases of marketable securities.

Net cash provided by financing activities



Net cash provided by financing activities was $14.5 million for the six months
ended June 30, 2022, which was due to proceeds from the Loan Agreement. Net cash
provided by financing activities was $8.0 million for the six months ended June
30, 2021, which was primarily due to net proceeds of $7.9 million from the HCW
ATM Program.

Operating and Capital Expenditure Requirements

We have not achieved profitability since our inception, and we expect to continue to incur net losses and negative cash flows from operations for the foreseeable future. We expect our cash expenditures to continue to be significant in the near term as we continue to commercialize OLINVYK, and continue to advance TRV045 and TRV250. Over the next twelve months, we anticipate that our total operating expenses will decrease compared to the previous twelve months.


We believe that our cash and cash equivalents as of June 30, 2022, together with
interest thereon, will be sufficient to fund our operating expenses and capital
expenditure requirements to mid-2023, but not for more than one year after the
date of this filing and as a result, there is substantial doubt about our
ability to continue as a going concern through the year from the date of this
filing. Our anticipated operating expenses involve significant risks and
uncertainties and are dependent on our current assessment of the extent and
costs of activities required to commercialize OLINVYK and advance our other
product candidates. In the future, we anticipate that we will need to raise
substantial additional financing to fund our operations. To meet these
requirements, we may seek to sell equity or convertible securities in public or
private transactions that may result in significant dilution to our
stockholders. We may offer and sell shares of our common stock under the
existing registration statement or any registration statement we may file in the
future. If we raise additional funds through the issuance of convertible
securities, these securities could have rights senior to those of our common
stock and could contain covenants that restrict our operations.

Ultimately, there can be no assurance that we will be able to obtain additional equity or debt financing on terms acceptable to us, if at all. Our future capital requirements will depend on many factors, including:

? our ability to successfully commercialize OLINVYK and our other product

candidates;

our ability to generate sales and other revenues from OLINVYK or any of our

? other product candidates, once approved, including setting an acceptable price

for and obtaining adequate coverage and hospital formulary acceptance of such

products;




 ? the size and growth potential of the markets for OLINVYK and our ability to
   serve those markets;


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the scope, progress, results and costs of researching and developing our

? product candidates or any future product candidates, both in the United States

and in territories outside the United States;

? the number and development requirements of any other product candidates that we

may pursue;

? our ability to enter into collaborative agreements for the development and/or

commercialization of our product candidates, including for OLINVYK;

the costs, timing, and outcome of any regulatory review of OLINVYK and any

? future product candidates, both in the United States and in territories outside

the United States;

the costs, timing, and extent of future commercialization activities, including

? product manufacturing, marketing, sales and distribution, for any of our

product candidates for which we receive marketing approval;

? the revenue, if any, received from commercial sales of our product candidates

for which we receive marketing approval;

? any product liability or other lawsuits, including the recently filed class

action complaints, related to our products or us;

? the expenses needed to attract and retain skilled personnel; and

the costs involved in preparing, filing and prosecuting patent applications,

? maintaining and enforcing our intellectual property rights and defending our

intellectual property-related claims, both in the United States and in

territories outside the United States.

Please see "Risk Factors" section of this Quarterly Report and our Annual Report for additional risks associated with our substantial capital requirements.

Other Commitments



In the course of normal business operations, we have agreements with contract
service providers to assist in the performance of our research and development
and manufacturing activities. We can elect to discontinue the work under these
agreements at any time. We also could enter into additional collaborative
research, contract research, manufacturing and supplier agreements in the
future, which may require upfront payments and even long-term commitments of
cash.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined by applicable SEC regulations.

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