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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): February 9, 2023


Avenue Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)


(State or Other Jurisdiction
of Incorporation)

(Commission File Number)


(IRS Employer Identification No.)



1111 Kane Concourse, Suite 301

Bay Harbor Islands, Florida 33154

(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 ¨


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. ¨








Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On February 9, 2023, the Board of Directors (the “Board”) of Avenue Therapeutics, Inc. (the “Company”) adopted the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective immediately. The Amended Bylaws modify the Company’s prior bylaws to (i) remove all of the provisions providing for special rights and privileges previously granted to InvaGen Pharmaceuticals Inc. now that the applicable arrangements with such company have ended and (ii) amend Article II, Section 6 to change the quorum requirement for meetings of stockholders to a majority of the outstanding voting power of the Company, calculated in accordance with the Company’s Amended and Restated Certificate of Incorporation, from a majority of the outstanding shares of stock of the Company issued and outstanding and entitled to vote thereat. The Amended Bylaws are attached as Exhibit 3.1 to this report and are incorporated by reference to this Item 5.03, and the foregoing description is qualified in its entirety by the Amended Bylaws.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


The following exhibits are furnished herewith:


3.1   Second Amended and Restated Bylaws of the Company
104   Cover Page Interactive Data File (embedded within Inline XBRL document)







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.


Date: February 10, 2023    
  By: /s/ David Jin
    David Jin
    Interim Principal Financial Officer and Chief Operating Officer