According to the Complaint, Avenue Therapeutics, Inc. ("Avenue" or the "Company") is a specialty pharmaceutical company that acquires, licenses, develops, and commercializes products primarily for use in the acute/intensive care hospital setting.

On November 13, 2018, Avenue and InvaGen Pharmaceuticals Inc. issued a joint press release announcing they had entered into a Stock Purchase and Merger Agreement dated November 12, 2018 to sell Avenue to InvaGen in a two-stage transaction.

On December 21, 2018, Avenue filed a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) with the SEC. The Complaint alleges that the Proxy Statement, which recommends that Avenue stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Avenue’s financial projections, relied upon by the Company’s financial advisor in its financial analyses, which are wholly omitted from the Proxy Statement; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company's financial advisor; (iii) the background process leading to the Proposed Transaction; (iv) the financial advisor’s potential conflicts of interest; and (v) potential conflicts of interest faced by Company insiders.

This case was voluntarily dismissed on February 19, 2021.