Filing Details

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

AVENUE THERAPEUTICS, INC.
(Name of Issuer)

 

Common Stock, $0.0001 Par Value
(Title of Class of Securities)

 

05360L205
(CUSIP Number)

 

A.S. Kumar
General Counsel, Cipla Limited

 

c/o

 

InvaGen Pharmaceuticals Inc.
Site B, 7 Oser Ave.
Hauppauge, New York 11788
Tel: +1 (631) 231-3233

 

with a copy to:

 

Avner Bengera

Baker Botts L.L.P.

30 Rockefeller Plaza

New York, New York 10112

Tel: +1 (212) 408-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 11, 2022
(Date of Event which Requires Filing
of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	INVAGEN PHARMACEUTICALS INC. 20-1420845
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)   ¨    (b)   x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   N/A
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   N/A
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	CIPLA (EU) LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)   ¨    (b)   x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   N/A
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   N/A
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	CIPLA LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)   ¨    (b)   x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	India

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   N/A
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   N/A
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

This Amendment No. 3 (this “Amendment”) to Schedule 13D (as so amended, “Schedule 13D”) amends the statement on Schedule 13D (the “Original Schedule 13D”) jointly filed on behalf of (i) InvaGen Pharmaceuticals Inc., a New York corporation ("InvaGen"), (ii) Cipla (EU) Limited, a company incorporated in the United Kingdom ("Cipla EU"), and (iii) Cipla Limited, a company incorporated in India ("Cipla Limited") (each of InvaGen, Cipla EU and Cipla Limited, a "Reporting Person", and collectively, the "Reporting Persons") on November 23, 2018, as amended by Amendment No. 1 to the Original Schedule 13D filed on February 11, 2019, as amended by Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons on July 25, 2022, with respect to shares of common stock (“Shares”) of Avenue Therapeutics, Inc., a Delaware corporation (the “Issuer”). Unless otherwise defined herein, capitalized terms used but not defined in this Amendment have the respective meanings ascribed to them in the Original Schedule 13D. This Amendment is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following:

 

On September 22, 2022, the Issuer completed a 1-for-15 reverse split, resulting in the 5,833,333 Shares previously reported as beneficially owned by the Reporting Persons becoming 388,888 Shares (the “InvaGen Shares”). Pursuant to the terms of the previously announced Stock Repurchase Agreement, dated July 25, 2022, among InvaGen, Fortress Biotech, Inc. and the Issuer, the Issuer repurchased the InvaGen Shares from InvaGen for an aggregate purchase price of $3,000,000 (the "Share Repurchase"). The Share Repurchase closed on October 11, 2022. In addition, as a result of the Share Repurchase and concurrent termination of the Voting and Support Agreement, dated November 12, 2018 (the “Support Agreement”), by and among InvaGen, Madison Pharmaceuticals Inc. and the Issuer, which was disclosed in the Original Schedule 13D, the Reporting Persons no longer have beneficial ownership of the 4,826,89 Shares previously reported as beneficially owned by the Reporting Persons in the Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

 

	(a)-(b)	As of the date hereof, the Reporting Persons no longer have beneficial ownership of any Shares.
	(c)	Except as set forth in Item 4 of this Schedule 13D, as amended, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the persons listed in Annex A hereto, has effected any transaction in the Shares during the past 60 days.

 

(d)

No other person has the power to direct the receipt of dividends from, or the proceeds from the sale of, the InvaGen Shares. The Reporting Persons have no right to receive dividends from, or the proceeds from the sale of, the Shares covered by the Voting and Support Agreement.

 

(e)

As of October 11, 2022, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Shares.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 19, 2022

 

	INVAGEN PHARMACEUTICALS INC.
	By:	/s/ Deepak Agarwal
	Name:	Deepak Agarwal
	Title:	Director
	CIPLA (EU) LIMITED
	By:	/s/ Anchal Sultania
	Name:	Anchal Sultania
	Title:	Director
	CIPLA LIMITED
	By:	/s/ A.S. Kumar
	Name:	A.S. Kumar
	Title:	Global General Counsel and Executive Vice President

 

 

Annex A

 

Directors and Executive Officers of the Reporting Persons

 

InvaGen Pharmaceuticals Inc.

 

The name, business address, present principal occupation and citizenship of each director and executive officer of InvaGen Pharmaceuticals Inc. (“InvaGen”) are set forth below. If no address is given, the business address of each person listed below is 7 Oser Avenue, Hauppauge, New York 11788.

 

Name		Present Principal Occupation and Business Address		Citizenship
Umang Vohra		Director of InvaGen		India
Samina Hamied		Director of InvaGen		India
Robert Stewart		Director of InvaGen		United States
Srinivas Mallavarapu		Director of InvaGen		United States
Arunesh Verma		Director, President and Chief Executive Officer of InvaGen		United States
Deepak Agarwal		Director, Chief Financial Officer of InvaGen		India
Vaibhav Kukreja		Secretary and Treasurer of InvaGen		India

 

Cipla (EU) Limited

 

The name, business address, present principal occupation and citizenship of each director and executive officer of Cipla (EU) Limited (“Cipla EU”) are set forth below. If no address is given, the business address of each person listed below is Dixcart House, Addlestone Road, Bourne Business Park, Addlestone, Surrey, KT15 2LE, United Kingdom.

 

Name		Present Principal Occupation and Business Address		Citizenship
Samina Hamied		Executive Chairperson of Cipla EU		India
Gillian Latham		Director of Cipla EU		United Kingdom
Ashok Sinha		Director of Cipla EU		India
Nishant Saxena		Director of Cipla EU		India
Anchal Sultania		Director of Cipla EU		India
Peter Robertson		Secretary of Cipla EU		United Kingdom

 

Cipla Limited

 

The name, business address, present principal occupation and citizenship of each director and executive officer of Cipla Limited (“Cipla Limited”) are set forth below. If no address is given, the business address of each person listed below is Cipla House, Peninsula Business Park, Ganapatrao Kadam Marg, Lower Parel West, Mumbai, Maharashtra 400013, India.

 

 

Name		Present Principal Occupation and Business Address		Citizenship
Y.K. Hamied		Non-Executive Chairman of Cipla Limited		India
M.K. Hamied		Non-Executive Vice-Chairman of Cipla Limited		India
Samina Hamied		Executive Vice-Chairperson of Cipla Limited		India
Umang Vohra		Managing Director and Global Chief Executive Officer of Cipla Limited		India
S. Radhakrishnan		Director of Cipla Limited		India
Ashok Sinha		Director of Cipla Limited		India
Dr. Peter Mugyenyi		Director of Cipla Limited		Uganda
Adil Zainulbhai		Director of Cipla Limited		United States
Punita Lal		Director of Cipla Limited		India
Naina Lal Kidwai		Director of Cipla Limited		India
Robert Stewart		Director of Cipla Limited		United States
P.R. Ramesh		Director of Cipla Limited		India
Dinesh Jain		Interim Chief Financial Officer of Cipla Limited		India
Rajendra Chopra		Company Secretary of Cipla Limited		India