---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-010476"
form_type: "8-K"
ticker: "ATXI"
cik: "0001644963"
company_name: "AVENUE THERAPEUTICS, INC."
filed_at: "2023-02-03T23:59:59+00:00"
generated_at: "2026-06-20T01:08:04.341629+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Avenue Therapeutics stockholders approve 55M share increase and 5M share plan increase

## Summary
- Approved increase in authorized common shares from 20M to 75M (55M increase).
- Approved amendment to 2015 Incentive Plan increasing available shares from 266,666 to 5,266,666.
- Re-elected all five director nominees: Rosenwald, Charles, Herskowitz, Kranzler, Oltmans.
- Ratification of BDO as auditor not voted on due to prior dismissal; KPMG appointed as new auditor.

## SEC filing metadata
- accession: 0001104659-23-010476
- form_type: 8-K
- ticker: ATXI
- cik: 0001644963
- company_name: AVENUE THERAPEUTICS, INC.
- filed_at: 2023-02-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 5.02, 5.07, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1644963/000110465923010476/0001104659-23-010476-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1644963/000110465923010476/tm235221d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-010476
- JSON: https://secwatch.observer/filing/0001104659-23-010476.json
- Plain text: https://secwatch.observer/filing/0001104659-23-010476.txt

## Key facts
- Governance Changes
  AVENUE THERAPEUTICS, INC.: Increased authorized shares of common stock from 20,000,000 to 75,000,000, adding 55,000,000 shares (effective 2023-02-02).
  - Change: charter amendment
  - Effective: 2023-02-02
  source text: On February 2, 2023, following the 2022 Annual Meeting, the Company filed a certificate of amendment giving effect to the Authorized Shares Amendment with the Secretary of State of the State of Delaware.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1644963/000110465923010476/0001104659-23-010476-index.htm
- Shareholder Votes
  AVENUE THERAPEUTICS, INC. shareholders approved Approval of an amendment to the Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock by 55,000,000 shares from 20,000,000 to 75,000,000 at the 2023-01-30 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-01-30
  source text: The vote with respect to the approval of an amendment to Avenue’s Third Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock by 55,000,000 shares from 20,000,000 shares to 75,000,000 was as follows: Total Votes For Total Votes Against Abstentions 7,033,270 481,173 25,583
  evidence_url: https://www.sec.gov/Archives/edgar/data/1644963/000110465923010476/0001104659-23-010476-index.htm
- Shareholder Votes
  AVENUE THERAPEUTICS, INC. shareholders approved Election of five directors to hold office until the 2023 annual meeting of stockholders at the 2023-01-30 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-01-30
  source text: The votes with respect to the election of five directors to hold office until the 2023 annual meeting of stockholders were as follows: Director Votes For Votes Withheld Broker Non-Votes Lindsay A. Rosenwald, M.D. 6,428,601 155,160 956,265 Faith Charles 6,466,198 117,563 956,265 Neil Herskowitz 6,468,194 115,567 956,265 Jay Kranzler, M.D., Ph.D. 6,431,282 152,479 956,265 Curtis Oltmans 6,447,327 136,434 956,265
  evidence_url: https://www.sec.gov/Archives/edgar/data/1644963/000110465923010476/0001104659-23-010476-index.htm
- Shareholder Votes
  AVENUE THERAPEUTICS, INC. shareholders approved Approval of an amendment to the Incentive Plan to increase the number of shares of Common Stock available for issuance from 266,666 to 5,266,666 at the 2023-01-30 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-01-30
  source text: The vote with respect to the approval of an amendment to the Plan to increase the number of shares of Common Stock authorized for issuance thereunder by 5,000,000 shares from 266,666 shares to 5,266,666 shares available for issuance under the Plan was as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 6,128,908 415,582 39,271 956,265
  evidence_url: https://www.sec.gov/Archives/edgar/data/1644963/000110465923010476/0001104659-23-010476-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.