Current Report Filing (8-k)
December 16 2021 - 04:17PM
Edgar (US Regulatory)
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2021-12-16
2021-12-16
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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)
Delaware
(State or Other Jurisdiction
of Incorporation)
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001-38114
(Commission File Number)
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47-4113275
(IRS Employer Identification No.)
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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:
¨
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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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Securities registered pursuant to Section 12(b) of the Exchange
Act:
Title of Class
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Trading Symbol(s)
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Exchange Name
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Common Stock
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ATXI
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Nasdaq Capital Market
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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.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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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:
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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11,943,846
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183,332
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N/A
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Lucy Lu, M.D.
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11,964,936
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162,242
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N/A
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Neil Herskowitz
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12,103,790
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23,388
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N/A
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|
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Jay Kranzler, M.D., Ph.D.
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12,101,588
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25,590
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N/A
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Curtis Oltmans
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12,106,401
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20,777
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N/A
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Elizabeth Garrett Ingram
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11,966,848
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160,330
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N/A
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Jaideep Gogtay, M.D., Ph.D.
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11,967,122
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160,056
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N/A
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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:
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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15,072,593
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29,695
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5,756
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N/A
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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:
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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6,224,615
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5,900,704
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1,859
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2,980,866
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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.
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AVENUE THERAPEUTICS, INC.
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(Registrant)
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Date: December 16, 2021
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By:
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/s/ Lucy Lu, M.D.
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Name:
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Lucy Lu, M.D.
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Title:
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President & Chief Executive Officer
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