Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On February 13, 2023, Athenex, Inc. (the "Company") filed a Certificate of Amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, with the Delaware Secretary of State to implement a reverse stock split of the Company's issued shares of common stock at a ratio of 1-for-20, effective at 12:01 a.m. Eastern Time on February 15, 2023 (the "Reverse Stock Split"), previously approved by the Company's Board of Directors. As a result of the Reverse Stock Split, every 20 shares of the Company's common stock will automatically be combined into one share of common stock and the authorized shares of common stock will be reduced at the same proportion, from 500,000,000 shares to 25,000,000 shares. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholders' percentage interest in the Company's common stock. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. Proportionate adjustments for the Reverse Stock Split will be made to the exercise prices and number of shares underlying warrants exercisable for shares of common stock, the number of shares issuable under the Company's equity incentive plans, and the number of shares underlying outstanding equity awards, as applicable. The Reverse Stock Split will not change the par value of the common stock, modify any voting rights or other terms of the common stock, or change the number of authorized preferred shares of the Company.

The Company expects that its common stock will begin trading on the Nasdaq Stock Market ("Nasdaq") on a post-Reverse Stock Split basis under the Company's existing trading symbol "ATNX" when the market opens on February 15, 2023. The new CUSIP number for the Company's common stock post-Reverse Stock Split is 04685N202.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.




Item 8.01 Other Events.

On February 14, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this report.

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Forward Looking Statements

Except for the factual statements made herein, information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as "will," "may," "intends," "plans," and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will be able to timely implement the reverse stock split, that the reverse stock split will be successful, or that the Company will be able to regain compliance with the Nasdaq Listing standards. The risks included are not exhaustive; for a more detailed description of these uncertainties and other factors, see the other risk factors set forth from time to time in the Company's filings with the Securities and Exchange Commission, copies of which are available for free at www.sec.gov or upon request from the Company's Investor Relations Department. All information provided in this release is as of the date hereof and the Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.                                    Description

 3.1          Certificate of Amendment to the Amended and Restated Certificate of
            Incorporation of Athenex, Inc., effective as of February 15, 2023

99.1          Press release dated February 14, 2023

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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