aibioTrevi Therapeutics holders approve doubling authorized shares to 400,000,000
Tickers TRVI
Trevi stockholders voted to double authorized common stock to 400,000,000 shares and to add 8,000,000 shares to the stock incentive plan. The lead cough drug has no Phase 3 results yet, and the 2025 net loss was $42.8 million.
Key facts
- Company
- Trevi Therapeutics, Inc. (NASDAQ: TRVI)
- News type
- Listings
- Primary source
- Trevi Therapeutics, Inc. 8-K (2026-06-04)
The vote
Trevi Therapeutics, Inc. (Nasdaq: TRVI) held its 2026 Annual Meeting of Stockholders on June 3, 2026. Stockholders approved an amendment to the company's certificate of incorporation that raises authorized common stock from 200,000,000 shares to 400,000,000 shares. The company filed the Certificate of Amendment with the Delaware Secretary of State the same day, and the change took effect on filing. The amendment drew 110,453,620 votes for, 3,872,599 against and 17,676 abstentions.
Authorized shares are the ceiling on how much stock a company can issue, not the number it has outstanding. The 8-K does not say how many shares Trevi has outstanding or how many it plans to issue under the higher ceiling.
The incentive plan
Stockholders also approved the Amended and Restated 2019 Stock Incentive Plan. The plan adds 8,000,000 shares of common stock to the pool available for awards. It limits non-employee director compensation and bars shares handed back to cover an exercise price or tax withholding from returning to the pool. The plan drew 98,140,470 votes for and 1,961,030 against, with 101,991 abstentions.
The director vote
Michael Heffernan was elected a Class I director for a term ending at the 2029 annual meeting. He received 81,567,765 votes for and 18,635,726 were withheld from him.
The lead drug
Trevi develops Haduvio, an oral extended-release form of nalbuphine, for chronic cough. The 10-K says nalbuphine has been approved and marketed as an injectable for pain in the United States and Europe for decades. The company says Haduvio is a promising potential therapy for chronic cough in patients with idiopathic pulmonary fibrosis, non-IPF interstitial lung disease and refractory chronic cough.
The company estimates there are about 150,000 US patients with IPF, and says two-thirds of them have uncontrolled chronic cough. It says no therapy for IPF-related chronic cough is approved by the FDA.
The Phase 2b CORAL trial, announced in June 2025, tested Haduvio at 108 mg, 54 mg and 27 mg twice daily against placebo in 165 patients in the modified intent-to-treat population. The primary endpoint was the change in 24-hour cough frequency at Week 6, measured with an objective cough monitor. The company says all three doses produced statistically significant reductions. The trial was a dose-ranging study, not a Phase 3 trial.
The company says its end-of-Phase 2 meeting with the FDA gave it overall alignment on a plan that includes two pivotal Phase 3 trials. The first would enroll about 300 patients for 52 weeks, with its primary endpoint at 24 weeks. The second would enroll about 130 patients for 12 weeks. Both would use nalbuphine ER at 54 mg twice daily and compare it with placebo. Trevi planned to start the first in the second quarter of 2026 and the second in the second half of 2026. The trial designs are subject to final FDA review of the protocols.
Losses and cash
Trevi's net loss was $42.8 million in 2025, down from $47.9 million in 2024. Research and development expense was $33.5 million in 2025 and $39.4 million in 2024. Cash used in operations was $42.1 million in 2025, up from $38.3 million in 2024.
Year-end cash and cash equivalents fell to $18.9 million at the end of 2025 from $34.1 million a year earlier. Short-term investments rose to $169.3 million from $73.5 million over the same period.
Other votes and what the 8-K leaves out
Stockholders ratified Ernst & Young LLP as auditor for 2026, with 114,001,970 votes for and 223,323 against. The advisory vote on executive pay passed with 98,119,461 votes for and 1,982,126 against. The director election and the plan vote each carried 14,140,404 broker non-votes. David C. Hastings, the chief financial officer, signed the 8-K.
The 8-K does not say whether Trevi plans to issue stock under the new authorized share count, and it gives no reason for the votes withheld from Heffernan or cast against the plan. A ceiling twice the old size gives the company room to issue stock, and the filing does not say whether it intends to use that room.