AVENUE THERAPEUTICS, INC.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 11. Executive Compensation
Named Executive Officers
This section discusses the material components of the executive compensation program for our named executive officers ("NEOs").
Summary Compensation Table
As determined in accordance with SEC rules, our “named executive officers” for purposes of this Annual Report on Form 10-K are the two individuals set forth below. The following table sets forth information concerning compensation paid by the Company to its named executive officers for services rendered to it in all capacities during the years ended December 31, 2025 and December 31, 2024.
| Stock Awards · Option Awards · Non-equity Incentive Plan Compensation · All Other Compensation | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position | Year | Salary ($) | Bonus ($) | ($)(1) | ($)(1) | ($) | ($)(2) | Total ($) | ||||||
| Alexandra MacLean | 2025 | 420,000 | — | 13,307 | — | — | 14,000 | 447,307 | ||||||
| Chief Executive Officer | 2024 | 420,000 | — | 406,300 | — | — | 13,800 | 840,100 | ||||||
| David Jin | 2025 | — | — | 7,984 | — | — | — | 7,984 | ||||||
| Interim Chief Financial Officer and Chief Operating Officer | 2024 | — | — | 155,350 | — | — | — | 155,350 | ||||||
| (1) | Reflects the aggregate grant date fair value of equity-based awards granted during the fiscal year calculated in accordance with FASB ASC Topic 718, determined using the assumptions described in Note 7. In November 2025, Baergic, a former subsidiary of the Company, granted 443,578 RSUs to Dr. MacLean and 266,147 RSUs to Mr. Jin; both grants were fully vested at grant date. |
| (2) | Reflects employer contributions to the 401(k) retirement plan. |
Narrative Disclosure to Summary Compensation Table
Terms of Employment with Dr. MacLean
On August 1, 2022, the Board of Directors of the Company appointed Alexandra MacLean, M.D. to serve as the Company's Chief Executive Officer. Dr. MacLean is employed on an at-will basis and has no written contract of employment. In 2025, Dr. MacLean was eligible for an annual discretionary bonus of 40%, however, the Compensation Committee has not yet made a determination on the grant of the bonus, if any.
Terms of Employment with Mr. Jin
Mr. Jin is employed by the Company on an at-will, part-time basis and has no written contract of employment. He currently receives no salary and would be eligible for bonus only on a discretionary basis based upon corporate factors and individual performance as determined by the Board. No such discretionary bonus was awarded to Mr. Jin in 2025.
Equity Awards
In November 2025, Dr. MacLean and Mr. Jin were granted RSUs with respect to 443,578 shares and 266,147 shares, respectively, of common stock of our former subsidiary Baergic, prior to its acquisition by Axsome. These awards were granted pursuant to Baergic's incentive plan: Fortress Biotech Acquisition Corp III 2017 Incentive Plan, prior to the sale of Baergic to Axsome.
Outstanding Equity Awards at Fiscal Year-End
The following awards that were previously granted to our named executive officers were outstanding as of December 31, 2025:
| Name · Number of securities underlying unexercised options (#) exercisable · Number of securities underlying unexercised options (#) unexercisable · Option Exercise Price($) · Option Expiration Date · Number of Shares of Units of Stock that Have Not Vested · Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Alexandra MacLean | 8,004 | (2) | 2,664 | 85.50 | 6/29/2033 | 42,500 | (3) | 28,909 |
| David Jin | 2,500 | (2) | 834 | 85.50 | 6/30/2033 | 16,250 | (4) | 11,053 |
(1) Based on the closing stock price of our common stock on the OTC Pink Open Market on the last trading day of the fiscal year of $0.6802.
(2) Represents options vested annually in equal installments from August 1, 2023 - 2025.
(3) Represents the unvested portion of an award of 170,000 Restricted Stock Units that will vest or has vested with respect to 42,500 RSUs on each of the following dates: September 30, 2024, December 31, 2024, September 23, 2025 and September 23, 2026.
(4) Represents the unvested portion of an award of 65,000 Restricted Stock Units that will vest or has vested with respect to 16,250 RSUs on each of the following dates: September 30, 2024, December 31, 2024, September 23, 2025 and September 23, 2026.
401(k) Plan
Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Code. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant's directions. We make matching contributions into the 401(k) plan on behalf of participants equal to 100% on participant contributions up to 4% of their eligible compensation. Participants are immediately and fully vested in all contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Our Board may elect to adopt additional qualified or nonqualified benefit plans in the future, if it determines that doing so is in our best interest.
Clawback Policy
We have adopted a policy providing for the recovery of erroneously awarded incentive-based compensation received by executive officers employed by the Company or a subsidiary of the Company during an applicable recovery period (the “Clawback Policy”), effective as of October 2, 2023. Under the Clawback Policy, in the event that financial results upon which a cash or equity-based incentive award was based become the subject of a financial restatement that is required because of material non-compliance with financial reporting requirements, the Compensation Committee will conduct a review of awards covered by the Clawback Policy and recoup any erroneously awarded incentive-based compensation to ensure that the ultimate award reflects the financial results as restated. The Clawback Policy covers any cash or equity-based incentive compensation award that was vested, earned or granted to covered executive officers based on attainment of a financial reporting measure during the last completed three fiscal years immediately preceding the date on which the Company is required to prepare the accounting restatement.
Timing of Equity Awards
Avenue didnot grant stock options or similar instruments to our named executive officers in2025. While we haveno set policy or practice regarding the timing of stock option awards or similar instruments in relation to the disclosure of material nonpublic information, we donot time the release of material information to affect the value of stock options. In general, the timing of stock option awards is dictated by the event or circumstance giving rise to the award and the schedules of the directors responsible for approving the award. If, in the future, a stock option grant is made at a time that material nonpublic information exists, the directors approving the award would be responsible for considering the anticipated effect of that information on our stock price and would take such effect into account when sizing and pricing the award.
Director Compensation Program
Our Board sets compensation for non-employee directors on an annual basis. Our non-employee directors received the following compensation for service to the Board during 2025:
Cash Compensation:
| ● | $50,000 annual retainer; |
|---|
| ● | $10,000 additional annual retainer for the Chairman of the Board; and |
|---|
| ● | $10,000 additional annual retainer for the Audit Committee Chair. |
|---|
Equity Compensation:
| ● | Options Award Grant: 30,000 options, which shall vest annually in equal installments over 3 years starting on January 1 following the year they were granted, subject to the director’s continued service on the Board on such date. |
|---|
In 2025, no such option awards were granted to the non-employee directors.
In addition, each non-employee director receives reimbursement for reasonable travel expenses incurred in attending meetings of our Board and meetings of committees of our Board. No changes are expected to director compensation in 2026, however any future changes will be at the discretion of the Compensation Committee and the Board of Directors.
Director Compensation Table
The following table sets forth the cash and other compensation we paid to the non-employee members of our Board for all services in all capacities during 2025.
| Name · Fees Earned or Paid in Cash (1) · Option Awards ($) · All Other Compensation ($) · Total ($)(3) | |||||
|---|---|---|---|---|---|
| Lindsay A. Rosenwald | — | — | — | — | |
| Jay Kranzler, M.D., PhD | 60,000 | — | 50,000 | (4) | 110,000 |
| Faith Charles | 50,000 | — | — | 50,000 | |
| Neil Herskowitz | 60,000 | — | — | 60,000 | |
| Curtis Oltmans | 50,000 | — | — | 50,000 | |
| (1) | Represents cash retainer for serving on our Board and committees of the Board, as applicable. |
| (2) | No options were granted to directors in 2025. |
| (3) | As of December 31, 2025, the aggregate number of options issued to each non-employee director that remains unvested was as follows: Dr. Rosenwald, 20,445 options; Dr. Kranzler, 20,445 options; Ms. Charles, 20,445 options; Mr. Herskowitz, 20,445 options; and Mr. Oltmans, 20,445 options. |
| (4) | Reflects quarterly consulting fees of $12,500 paid by Baergic, pursuant to a consulting agreement between Dr. Kranzler and Baergic, effective December 1, 2020, whereby Dr. Kranzler provides consulting and advisory services related to his expertise in neuroscience to Baergic in exchange for this quarterly fee. This agreement was terminated in November 2025 in connection with the acquisition of Baergic by Axsome. |
As an employee director of the Company, Dr. MacLean does not receive compensation for her service as a director. Information regarding Dr. MacLean's compensation is provided above under*"Summary Compensation Table"* on page 71*.*
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.