Current Report Filing (8-k)
June 14 2018 - 4:19PM
Edgar (US Regulatory)
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):
June 13, 2018
Avenue Therapeutics, Inc.
(Exact Name of Registrant as Specified in
Charter)
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Delaware
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001-38114
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47-4113275
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.)
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of Incorporation)
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2 Gansevoort Street
9
th
Floor
New York, New York 10014
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act.
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act.
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¨
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Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange Act.
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act.
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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
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The 2018 annual meeting
of stockholders of Avenue Therapeutics, Inc. (“Avenue”) was held on June 13, 2018. 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, 2018; and (iii) the approval of an amendment to Avenue’s Third Amended and Restated Certificate
of Incorporation to amend the Annual Stock Dividend payment date from February 17 to January 1 of each year. The results
below include shares in the amount of 11,883,349 related to the voting power of the holder of the Company’s preferred
stock.
Item 1: Election of directors:
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Nominee
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Total Votes For
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Total Votes
Withheld
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Broker Non-Votes
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Lindsay A. Rosenwald, M.D.
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16,077,228
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39,214
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0
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Michael S. Weiss
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16,080,528
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35,914
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0
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Lucy Lu, M.D.
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16,081,476
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34,966
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0
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Neil Herskowitz
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16,083,076
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33,366
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0
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Jay Kranzler, M.D., Ph.D.
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16,081,476
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34,966
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0
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Jeffrey Paley, M.D.
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16,081,476
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34,966
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0
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Akhtar Samad, M.D., Ph.D.
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16,084,776
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31,666
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0
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Item 2: Ratification of the appointment
of BDO USA, LLP as Avenue’s independent registered public accounting firm for the year ending December 31,
2018:
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Total Votes For
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Total Votes Against
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Abstention
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Broker Non-Votes
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21,291,846
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241,528
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285,084
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0
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Item 3: Vote to approve an
amendment to Avenue’s Third Amended and Restated Certificate of Incorporation to amend the Annual Stock Dividend
payment date from February 17 to January 1 of each year:
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Total Votes For
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Total Votes Against
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Abstention
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Broker Non-Votes
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16,084,776
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12,000
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19,666
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5,702,016
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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.
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Avenue Therapeutics, Inc.
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(Registrant)
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Date: June 14,
2018
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By:
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/s/
Lucy Lu, M.D.
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Lucy Lu, M.D.
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President and
Chief
Executive Officer
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