ATXI Avenue Therapeutics Inc

On December 12, 2021, Avenue Therapeutics, Inc. (the “Company” or “Avenue”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as representative of several underwriters therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell in an underwritten offering (the “Offering”) an aggregate of 1,910,100 shares (the “Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”), at an offering price of $1.07 per share, for gross proceeds of approximately $2,043,807.00 less underwriting discounts and commissions. The Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-261520), initially filed with the Securities and Exchange Commission (the “Commission”) on December 7, 2021, declared effective on December 10, 2021, and supplemented by the prospectus supplement dated December 10, 2021 relating to the Offering.

The closing of the Offering is subject to satisfaction of customary closing conditions set forth in the Underwriting Agreement and is expected to occur on or about December 15, 2021.

The summary of the Underwriting Agreement set forth above does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Underwriting Agreement, a form of which is filed herewith as Exhibit 1.1. The Underwriting Agreement includes customary representations, warranties, closing conditions and covenants by the Company and the Underwriter.

Alston & Bird LLP delivered an opinion as to the validity of the Shares, a copy of which is attached hereto as Exhibit 5.1 and is incorporated by reference herein.