Avenue Therapeutics, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 09/22/2022   Download
SEC Document
SEC Filing

On September 22, 2022, Avenue Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to (i) effect a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value (the “Common Stock”), and (ii) effect a related reduction in the number of the Company’s authorized shares from 50,000,000 to 20,000,000 (the “Authorized Share Reduction”).


As previously disclosed in a Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on August 22, 2022 (the “Information Statement”), the Company’s stockholders approved the Reverse Stock Split within a range of between 10-for-1 and 20-for-1, such ratio to be determined by the Board of Directors of the Company (the “Board”), and the Authorized Share Reduction, each of which the Board also approved. On September 6, 2022, the Board selected the 1-for-15 reverse stock split ratio.


As a result of the Reverse Stock Split, every 15 shares of the Company’s pre-reverse split Common Stock will be combined and reclassified as one share of Common Stock. Proportionate voting rights and other rights of common stockholders will not be affected by the reverse split, other than as a result of the payment for fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of Common Stock will receive (upon surrender to the exchange agent of certificates representing such shares), a cash payment in lieu thereof, without interest or deduction, rounded to the nearest cent, in an amount equal to the product obtained by multiplying (a) the closing price per share of our common stock as reported on the Nasdaq Stock Market as of the effective date of the Reverse Stock Split, by (b) the fraction of one share owned by the stockholder.


The Reverse Stock Split became effective on September 22, 2022, and the Common Stock will be quoted on the Nasdaq Stock Market on a post-split basis at the open of business on September 23, 2022. The Company’s post-reverse split Common Stock has a new CUSIP number, 05360L304, but the par value and other terms of the Common Stock were not affected by the Reverse Stock Split.


The Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of certificates for Common Stock.