SC 13G/A: Trevi Therapeutics, Inc.

AI Summary

SC 13G/A filing by Trevi Therapeutics, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti

Filing Documents

• tm2428137d18_sc13ga.htm (SC 13G/A) — 241KB
• 0001104659-24-119338.txt ( ) — 243KB

From the Filing

SC 13G/A 1 tm2428137d18_sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Trevi Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 89532M101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise CUSIP No. 89532M101 Page 2 of 17 1. Name of reporting persons Venrock Healthcare Capital Partners II, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) 1 (b) 3. SEC USE ONLY 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power 0 6. Shared Voting Power 7,676,934 2 7. Sole Dispositive Power 0 8. Shared Dispositive Power 7,676,934 2 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,676,934 2 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ 11. Percent of Class Represented by Amount in Row (9) 9.99% 3 12. Type of Reporting Person (See Instructions) PN 1 Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. 2 Consists of (i) 549,374 shares and 263,223 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“ Warrants ”) held by Venrock Healthcare Capital Partners II, L.P., (ii) 222,619 shares and 106,665 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 1,188,275 shares and 1,257,818 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 118,894 shares and 125,843 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 1,343,494 shares and 2,500,729 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. 3 This percentage is calculated based upon the sum of (i) 72,591,917 shares outstanding as of July 31, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “ SEC ”) on August 8, 2024 and (ii) 4,254,278 shares issuable upon the exercise of the Warrants described in Footnote 2 above. CUSIP No. 89532M101 Page 3 of 17 1. Name of reporting persons VHCP Co-Investment Holdings II, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) 1 (b) 3. SEC USE ONLY 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power 0 6. Shared Voting Power 7,676,934 2 7. Sole Dispositive Power 0 8. Shared Dispositive Power 7,676,934 2 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,676,934 2 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ 11. Percent of Class Represented by Amount in Row (9) 9.99% 3 12. Type of Reporting Person (See Instructions) OO 1 Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, L

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