Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.02.Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 of this Current Report on Form 8-K (the "Current Report"), on June 24, 2024, the stockholders of Avenue Therapeutics, Inc. (the "Company" or "Avenue") voted at the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting") and approved an amendment to the Avenue Therapeutics, Inc. 2015 Incentive Plan (the "2015 Plan") to increase the number of authorized shares issuable thereunder by 5,000,000 shares, which extended the term of the 2015 Plan to June 24, 2034, increased the limit of shares that may be issued upon the exercise of incentive stock options by 5,000,000 shares, and increased the annual share limit for awards granted to non-employee directors to 500,000 (the "2015 Plan Amendment").

The Company's Board of Directors previously approved the 2015 Plan Amendment subject to stockholder approval at the 2024 Annual Meeting. The 2015 Plan Amendment became effective at the time of stockholder approval.

A copy of the 2015 Plan Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02. The material terms of the 2015 Plan and the 2015 Plan Amendment are described in the Company's definitive proxy statement on Schedule 14A for the 2024 Annual Meeting, filed with the Securities and Exchange Commission on May 6, 2024 (the "2024 Proxy Statement").