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)

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:

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

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

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:

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:

 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:

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.