UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As previously disclosed, on July 28, 2022, the Company entered into that certain Share Repurchase Agreement with InvaGen Pharmaceuticals Inc. (“InvaGen”), pursuant to which the Company agreed to repurchase 100% of the shares in the Company held by InvaGen (such shares, the “InvaGen Shares”) for a purchase price of $3 million, conditioned upon the consummation of a financing by the Company. The foregoing condition was satisfied as of October 11, 2022 as of the consummation of the previously disclosed public offering of securities, and, accordingly, the Company consummated the repurchase of the InvaGen Shares. In connection with the closing of the repurchase of the InvaGen Shares, all of the rights granted to InvaGen, including pursuant to the Stockholders Agreement entered into by and among the Company, InvaGen and Fortress Biotech, Inc. on November 12, 2018, were terminated.
On October 31, 2022, and in connection with the closing of the repurchase of the InvaGen Shares and satisfaction of certain additional obligations in the Share Repurchase Agreement, each of Jaideep Gogtay, M.D. and E. Garrett Ingram, the two non-independent members of the Board originally selected by InvaGen, resigned as members of the Board and all committees thereof, effective immediately. Neither Dr. Gogtay’s nor Ms. Ingram’s decision to resign from the Board was a result of any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board.
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: November 4, 2022 | ||
By: | /s/ David Jin | |
David Jin | ||
Interim Principal Financial Officer and Chief Operating Officer |