false 0001506928 0001506928 2022-08-04 2022-08-04
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
 
August 4, 2022
 
 
Avinger, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-36817
  
20-8873453
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
400 Chesapeake Drive
Redwood City, California 94063
(Address of principal executive offices, including zip code)
 
(650) 241-7900
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
AVGR
The NASDAQ Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 8.01. Other Events.
 
On August 4, 2022, Avinger, Inc. (the “Company”) issued a press release announcing the Company’s entry into a securities purchase agreement with a single institutional investor for the purchase and sale of 1,484,019 shares of its common stock at a purchase price of $1.752 per share (or pre-funded warrants in lieu thereof) and associated preferred investment options in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company also agreed to issue and sell to the investor 1,369,864 shares of common stock at the same purchase price as in the registered direct offering (or pre-funded warrants in lieu thereof).
 
In addition, the Company has agreed to issue to the investor in the offerings unregistered series A preferred investment options to purchase up to 2,853,883 additional shares of the Company’s common stock and series B preferred investment options to purchase up to 2,853,883 additional shares of the Company’s common stock. The Series A preferred investment options have an exercise price of $1.502 per share, will be immediately exercisable, and will expire five and one-half years from the date of issuance and the Series B preferred investment options have an exercise price of $1.502 per share, will be immediately exercisable, and will expire two years from the date of issuance.
 
A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
 
Item 9.01. Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit No.
  
Description
99.1
  
104
  
Cover Page Interactive Data File, formatted in Inline XBRL
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
AVINGER, INC.
  
     
Dated: August 4, 2022
/s/ Jeffrey M. Soinski
  
 
Jeffrey M. Soinski
  
 
Chief Executive Officer
  
 
 
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