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): June 11, 2020
Trevi Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38886 | 45-0834299 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 195 Church Street, 14th Floor New Haven, Connecticut |
06510 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (203) 304-2499
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 (see General Instruction A.2. below):
| ☐ | 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 per share | TRVI | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2020, Annie Mitsak, Ph.D. resigned from her position as a member of the Board of Directors (the “Board”) of Trevi Therapeutics, Inc., a Delaware corporation (the “Company”). Dr. Mitsak’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2020 annual meeting of stockholders of the Company held on June 11, 2020, the Company’s stockholders voted on the following proposals:
1. The following nominees were elected to the Board as Class I directors for terms expiring at the 2023 annual meeting of stockholders.
| For | Withheld | Broker Non-Votes | ||||||||||
| James Cassella, Ph.D. |
14,653,956 | 61,529 | 483,587 | |||||||||
| Michael Heffernan |
13,878,937 | 836,548 | 483,587 | |||||||||
2. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020 was ratified.
| For: |
15,115,489 | |||
| Against: |
83,583 | |||
| Abstain: |
0 |
SIGNATURE
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.
| TREVI THERAPEUTICS, INC. | ||||||
| Date: June 17, 2020 | By: | /s/ Christopher Seiter | ||||
| Name: Christopher Seiter Title: Chief Financial Officer | ||||||