Current Report Filing (8-k)
January 25 2023 - 4:11PM
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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):
January 21, 2023
Avenue Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction
of Incorporation) |
001-38114
(Commission File Number) |
47-4113275
(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)
2 Gansevoort Street, 9th Floor
New York, New
York 10014
(Former name or former
address, if changed since last report)
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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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Securities registered pursuant to Section 12(b) of the
Act:
Title of Class |
|
Trading Symbol(s) |
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Exchange Name |
Common Stock |
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ATXI |
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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). ¨
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 4.01 |
Changes in Registrant’s Certifying Accountant |
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(a) |
Dismissal of Independent Registered Public Accounting Firm |
On January 21, 2023, the Audit
Committee (the “Audit Committee”) of the Board of Directors of Avenue Therapeutics, Inc. (the “Company”) dismissed
BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm, effective immediately.
BDO’s report on the
Company’s financial statements as of and for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion
or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that the
report contained an explanatory paragraph regarding the Company’s ability to continue as a going concern. During the fiscal years
ended December 31, 2021 and 2020, and the subsequent interim periods through January 21, 2023, there were: (i) no disagreements within
the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and BDO on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to BDO’s satisfaction,
would have caused BDO to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item
304(a)(1)(v) of Regulation S-K.
The Company has requested
that BDO furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements in
the immediately preceding paragraph. A copy of BDO’s letter, dated January 25, 2023, is filed as Exhibit 16.1 to this Form 8-K.
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(b) |
Engagement of New Independent Registered Public Accounting Firm |
Effective as of January 23,
2023, the Audit Committee engaged KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for
the fiscal year ended December 31, 2022. During the fiscal years ended December 31, 2021 and 2020 and the subsequent interim periods through
January 23, 2023, neither the Company nor anyone on its behalf has consulted with KPMG regarding: (i) the application of accounting principles
to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject
of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished herewith:
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: January 25, 2023 |
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By: |
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/s/ David Jin |
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David Jin |
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Interim Principal Financial Officer and Chief Operating Officer |
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