[8-K] AVENUE THERAPEUTICS, INC. Reports Material Event

Rhea-AI Filing Summary

Avenue Therapeutics, Inc. has scheduled its 2025 annual meeting of stockholders for December 30, 2025. The exact time and location will be provided in the company’s definitive proxy statement on Schedule 14A to be filed with the SEC.

Stockholders who want their proposals included in the proxy statement under SEC Rule 14a-8 must ensure the company receives them by November 28, 2025 and that they meet all requirements of the Exchange Act and the company’s Second Amended and Restated Bylaws. Proposals or director nominations submitted outside Rule 14a-8, including those using universal proxy rules to solicit support for alternate director nominees, also require written notice to the Corporate Secretary by November 28, 2025 at the company’s Florida headquarters address.

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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): November 14, 2025

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, FL 33154

(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 (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:       None

Securities registered pursuant to Section 12(g) of the Act:

Title of Class		Trading Symbol(s)
Common Stock		ATXI (OTC Markets Group, Inc.)

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 5.08 Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into Item 5.08.

Item 8.01 Other Events.

Avenue Therapeutics, Inc. (the “Company”) has set December 30, 2025, as the date for its 2025 annual meeting of stockholders (the “Annual Meeting”). The time and location of the Annual Meeting will be set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) for the Annual Meeting to be filed with the Securities and Exchange Commission (the “SEC”).

Stockholders intending to submit proposals for inclusion in the Proxy Statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposals are received by the Company no later than November 28, 2025, which the Company has determined to be a reasonable time before it expects to begin to send its proxy materials for the Annual Meeting, and must comply with all applicable requirements of the Exchange Act and the Company’s Second Amended and Restated Bylaws (the “Bylaws”) to be eligible for inclusion in the Proxy Statement. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Proxy Statement.

Stockholders intending to submit a proposal outside the processes of Rule 14a-8 of the Exchange Act or a nominee for director, in each case in connection with the Annual Meeting, must provide notice of such proposals or nominees to the Company no later than the close of business on November 28, 2025, which is the 10th day following the first public announcement of the date of the Annual Meeting. In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the Annual Meeting must provide notice to the Company’s Corporate Secretary no later than November 28, 2025.

All proposals and notices must be in writing and received by the Company’s Corporate Secretary at 1111 Kane Concourse, Suite 301, Bay Harbor Islands, FL 33154, and must also comply with the applicable requirements set forth in the rules and regulations of the Exchange Act and the form and information requirements specified in the Bylaws.

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: November 18, 2025	By:	/s/ David Jin
		David Jin
		Interim Chief Financial Officer and Chief Operating Officer

FAQ

When is Avenue Therapeutics' 2025 annual shareholder meeting scheduled?

Avenue Therapeutics has set the date of its 2025 annual meeting of stockholders for December 30, 2025. The specific time and location will be provided in the company’s definitive proxy statement on Schedule 14A filed with the SEC.

What is the deadline for Avenue Therapeutics (ATXI) shareholders to submit proposals under Rule 14a-8 for the 2025 meeting?

Shareholders seeking to include proposals in Avenue Therapeutics’ 2025 proxy statement under SEC Rule 14a-8 must ensure the company receives their proposals by November 28, 2025, and the proposals must comply with the Exchange Act and the company’s Second Amended and Restated Bylaws.

How can Avenue Therapeutics shareholders submit director nominations or other proposals outside Rule 14a-8 for the 2025 meeting?

For proposals or director nominations outside Rule 14a-8 in connection with the 2025 annual meeting, Avenue Therapeutics shareholders must deliver written notice to the company no later than the close of business on November 28, 2025, in accordance with the company’s Bylaws.

What are the universal proxy notice requirements for Avenue Therapeutics’ 2025 annual meeting?

Shareholders intending to solicit proxies in support of director nominees other than Avenue Therapeutics’ nominees at the 2025 annual meeting must provide notice to the Corporate Secretary by November 28, 2025, to comply with the universal proxy rules, in addition to satisfying the Bylaw requirements.

Where must Avenue Therapeutics (ATXI) shareholders send proposals and notices for the 2025 annual meeting?

All shareholder proposals and notices related to the 2025 annual meeting must be in writing and received by Avenue Therapeutics’ Corporate Secretary at 1111 Kane Concourse, Suite 301, Bay Harbor Islands, FL 33154, and must meet the requirements of the Exchange Act and the company’s Bylaws.

Which stock exchange does Avenue Therapeutics’ common stock trade on and under what symbol?

Avenue Therapeutics’ common stock is traded on the OTC Markets Group, Inc. under the trading symbol ATXI.