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 16, 2020
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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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:
| ¨ | 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 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
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2020 annual meeting of stockholders of Avenue Therapeutics, Inc. (“Avenue”) was held on June 16, 2020. The following matters were voted on by the stockholders: (i) the election of the seven directors named below, and (ii) the ratification of the appointment of BDO USA, LLP as Avenue’s independent registered public accounting firm for the year ending December 31, 2020. The results below include shares in the amount of 16,682,803 related to the voting power of the holder of the Company’s preferred stock.
Item 1: Election of directors:
| Nominee | Total Votes For | Total Votes Withheld | Broker Non-Votes | ||||
| Lindsay A. Rosenwald, M.D. | 11,866,546 | 272,955 | 3,152,371 | ||||
| Lucy Lu, M.D. | 11,965,841 | 173,660 | 3,152,371 | ||||
| Neil Herskowitz | 12,091,001 | 48,500 | 3,152,371 | ||||
| Jay Kranzler, M.D., Ph.D. | 11,987,292 | 152,209 | 3,152,371 | ||||
| Thomas G. Moore | 12,094,301 | 45,200 | 3,152,371 | ||||
| Garrett Ingram | 11,960,941 | 178,560 | 3,152,371 | ||||
| Jaideep Gogtay, M.D. | 11,949,741 | 189,760 | 3,152,371 |
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, 2020:
| Total Votes For | Total Votes Against | Abstention | Broker Non-Votes | ||||
| 15,119,350 | 19,158 | 153,364 | N/A |
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, 2020.
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.
| AVENUE THERAPEUTICS, INC. | ||
| (Registrant) | ||
| Date: June 16, 2020 | ||
| By: | /s/ Lucy Lu, M.D. | |
| Name: | Lucy Lu, M.D. | |
| Title: | President & Chief Executive Officer | |