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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): December 16, 2021

 

Avenue Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware
(State or Other Jurisdiction
of Incorporation)

001-38114
(Commission File Number)

 

47-4113275
(IRS Employer Identification No.)

 

 

1140 Avenue of the Americas, Floor 9

New York, New York 10036

(Address of Principal Executive Offices)

 

(781) 652-4500

(Registrant’s telephone number, including area code)

 

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.
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
¨ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of Class Trading Symbol(s) Exchange Name
Common Stock ATXI Nasdaq Capital 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 x

 

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. x

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2021 annual meeting of stockholders of Avenue Therapeutics, Inc. (“Avenue”) was held on December 16, 2021. The following matters were voted on by the stockholders: (i) the election of the seven directors named below, (ii) the ratification of the appointment of BDO USA, LLP as Avenue’s independent registered public accounting firm for the year ending December 31, 2021, and (iii) amendment to our 2015 Equity Incentive Plan to increase the number of authorized shares issuable by 2,000,000 shares. The results below are based off of the voting power of 15,108,044 shares.

 

Item 1: Election of directors:

  

Nominee   Total Votes For   Total Votes Withheld   Broker Non-Votes  
               
Lindsay A. Rosenwald, M.D.   11,943,846   183,332   N/A  
               
Lucy Lu, M.D.   11,964,936   162,242   N/A  
               
Neil Herskowitz   12,103,790   23,388     N/A  
               
Jay Kranzler, M.D., Ph.D.   12,101,588   25,590     N/A  
               
Curtis Oltmans   12,106,401   20,777     N/A  
               
Elizabeth Garrett Ingram   11,966,848   160,330   N/A  
               
Jaideep Gogtay, M.D., Ph.D.   11,967,122   160,056   N/A  

 

In addition, holders of all of the Company’s issued and outstanding Class A Preferred Stock voted all of their preferred shares in favor of re-electing the seven directors named above.

 

Item 2: Ratification of the appointment of BDO USA, LLP as Avenue’s independent registered public accounting firm for the year ending December 31, 2021:

  

Total Votes For   Total Votes Against   Abstention   Broker Non-Votes  
15,072,593   29,695   5,756   N/A  

 

 In addition, holders of all of the Company’s issued and outstanding Class A Preferred Stock voted all of their preferred shares in favor of ratifying the appointment of BDO USA, LLP as Avenue’s independent registered public accounting firm for the year ending December 31, 2021.

 

Item 3: Amendment to the 2015 Equity Incentive Plan to increase the number of authorized shares issuable by 2,000,000 shares:

  

Total Votes For   Total Votes Against   Abstention   Broker Non-Votes  
6,224,615   5,900,704   1,859   2,980,866  

 

In addition, holders of all of the Company’s issued and outstanding Class A Preferred Stock voted all of their preferred shares in favor of approving the amendment to the 2015 Equity Incentive Plan to increase the number of authorized shares issuable by 2,000,000 shares.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AVENUE THERAPEUTICS, INC.

 

(Registrant)

Date: December 16, 2021

 

 

 

 

  By: /s/ Lucy Lu, M.D.
  Name:  Lucy Lu, M.D.
  Title:  President & Chief Executive Officer