Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On November 22, 2022, at a special meeting of stockholders (the "Special Meeting") of Athenex, Inc. (the "Company"), the stockholders of the Company approved the Second Amendment (the "Plan Amendment") to the Company's Amended and Restated 2017 Omnibus Incentive Plan (the "Plan") to increase the number of shares of common stock reserved for issuance thereunder by 12,500,000 shares and extend the term of the Plan until November 22, 2032.

A detailed summary of the material features of the Plan Amendment is set forth in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on October 11, 2022 (the "Proxy Statement"). That summary is qualified in its entirety by reference to the text of the Plan, which is filed as Appendix D to the Proxy Statement, and the text of the Plan Amendment, which is filed as Exhibit 10.1 hereto, both of which are incorporated herein by reference.

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

Year.

At the Special Meeting, the stockholders approved an amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation ("Charter") to increase the number of authorized shares of common stock, from 250,000,000 shares to 500,000,000 shares. Following this approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and it became effective at 4:00 p.m. Eastern Time on November 22, 2022.

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

Item 5.07 Submission of Matters to a Vote of Security Holders.

The proposals set forth below, each as further described in the Proxy Statement, were submitted to the Company's stockholders at the Special Meeting. The number of shares of common stock entitled to vote at the Special Meeting was 156,790,234. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 103,464,115. The voting results for the proposals are as follows:



    1.   The Company's stockholders voted to approve an amendment to the Charter
         to effect an increase in the total number of authorized shares of the
         Company's common stock from 250,000,000 shares to 500,000,000 shares. The
         number of shares that voted for, against, and abstained from voting for
         this proposal is summarized in the table below:



   FOR        AGAINST    ABSTAIN
95,522,869   7,787,363   153,883



    2.   The Company's stockholders voted to approve an amendment to the Charter,
         at the discretion of the Board, to effect a reverse stock split of the
         issued and outstanding shares

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        of common stock in a range of not less than one-for-five shares and not
        more than one-for-twenty shares, with a corresponding reduction in the
        total number of authorized shares of common stock in proportion to the
        reduction of the issued and outstanding shares. The number of shares that
        voted for, against, and abstained from voting for this proposal is
        summarized in the table below:



   FOR        AGAINST    ABSTAIN
99,183,681   4,205,053   75,381



    3.   The Company's stockholders voted to approve the Plan Amendment. The
         number of shares that voted for, against, and abstained from voting for
         this proposal as well as the number of broker non-votes, is summarized in
         the table below:



   FOR        AGAINST    ABSTAIN   BROKER NON-VOTES
72,471,352   5,670,519   158,157      25,164,087

Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.

Item 8.01 Other Events.

Also on November 22, 2022, the Company issued a press release announcing preliminary results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits

Exhibit
  No.                                     Description

 3.1           Certificate of Amendment of the Amended and Restated Certificate of
             Incorporation of Athenex, Inc., effective as of November 22, 2022

10.1           Second Amendment to the Athenex, Inc. Amended and Restated 2017
             Omnibus Incentive Plan

99.1           Press release issued by the Company on November 22, 2022

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

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