Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
15 August 2023 - 5:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Avinger, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
053734885
(CUSIP Number)
August 4, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 053734885 |
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Page
2
of 15 |
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| 1. |
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Names of Reporting Persons
Nathan D. Hukill |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒
(1) (b) ☐ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization United
States |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
2,684,160 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
2,684,160 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,684,160 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 19.9% (2) |
| 12. |
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Type of Reporting Person
(See Instructions) IN |
| (1) |
Nathan D. Hukill, CR Group L.P., CRG Partners III L.P., CRG Partners III Parallel Fund “A” L.P., CRG
Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III Parallel Fund “B” (Cayman) L.P. are members of a group for the purposes of this Schedule 13G. |
| (2) |
This percentage is calculated based on 10,821,380 shares of Common Stock issued and outstanding as of
July 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, plus 2,684,160 shares of Common Stock issuable upon conversion of shares of Series E
Convertible Preferred Stock of the Issuer that are beneficially owned by the Reporting Person. |
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| CUSIP No. 053734885 |
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Page
3
of 15 |
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| 1. |
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Names of Reporting Persons
CR Group L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒
(1) (b) ☐ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
2,684,160 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
2,684,160 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,684,160 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 19.9% (2) |
| 12. |
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Type of Reporting Person
(See Instructions) IA |
| (1) |
Nathan D. Hukill, CR Group L.P., CRG Partners III L.P., CRG Partners III Parallel Fund “A” L.P., CRG
Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III Parallel Fund “B” (Cayman) L.P. are members of a group for the purposes of this Schedule 13G. |
| (2) |
This percentage is calculated based on 10,821,380 shares of Common Stock issued and outstanding as of
July 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, plus 2,684,160 shares of Common Stock issuable upon conversion of shares of Series E
convertible preferred stock of the Issuer that are beneficially owned by the Reporting Person. |
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| CUSIP No. 053734885 |
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Page
4
of 15 |
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| 1. |
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Names of Reporting Persons
CRG Partners III L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒
(1) (b) ☐ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
432,955.008 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
432,955.008 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
432,955.008 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 3.8% (2) |
| 12. |
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Type of Reporting Person
(See Instructions) PN |
| (1) |
Nathan D. Hukill, CR Group L.P., CRG Partners III L.P., CRG Partners III Parallel Fund “A” L.P., CRG
Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III Parallel Fund “B” (Cayman) L.P. are members of a group for the purposes of this Schedule 13G. |
| (2) |
This percentage is calculated based on 10,821,380 shares of Common Stock issued and outstanding as of
July 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, plus 432,955 shares of Common Stock issuable upon conversion of shares of Series E
convertible preferred stock of the Issuer that are beneficially owned by the Reporting Person. |
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| CUSIP No. 053734885 |
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Page
5
of 15 |
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| 1. |
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Names of Reporting Persons
CRG Partners III Parallel Fund “A” L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒
(1) (b) ☐ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
232,179.84 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
232,179.84 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
232,179.84 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 2.1% (2) |
| 12. |
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Type of Reporting Person
(See Instructions) PN |
| (1) |
Nathan D. Hukill, CR Group L.P., CRG Partners III L.P., CRG Partners III Parallel Fund “A” L.P., CRG
Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III Parallel Fund “B” (Cayman) L.P. are members of a group for the purposes of this Schedule 13G. |
| (2) |
This percentage is calculated based on 10,821,380 shares of Common Stock issued and outstanding as of
July 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, plus 232,179 shares of Common Stock issuable upon conversion of shares of Series E
convertible preferred stock of the Issuer that are beneficially owned by the Reporting Person. |
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| CUSIP No. 053734885 |
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Page
6
of 15 |
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| 1. |
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Names of Reporting Persons
CRG Partners III (Cayman) Unlev AIV I L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒
(1) (b) ☐ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization Cayman
Islands |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
74,619.648 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
74,619.648 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
74,619.648 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 0.7% (2) |
| 12. |
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Type of Reporting Person
(See Instructions) PN |
| (1) |
Nathan D. Hukill, CR Group L.P., CRG Partners III L.P., CRG Partners III Parallel Fund “A” L.P., CRG
Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III Parallel Fund “B” (Cayman) L.P. are members of a group for the purposes of this Schedule 13G. |
| (2) |
This percentage is calculated based on 10,821,380 shares of Common Stock issued and outstanding as of
July 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, plus 74,619 shares of Common Stock issuable upon conversion of shares of Series E
convertible preferred stock of the Issuer that are beneficially owned by the Reporting Person. |
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| CUSIP No. 053734885 |
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Page
7
of 15 |
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| 1. |
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Names of Reporting Persons
CRG Partners III (Cayman) Lev AIV I L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒
(1) (b) ☐ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization United
States |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
920,130.048 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
920,130.048 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
920,130.048 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 7.8% (2) |
| 12. |
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Type of Reporting Person
(See Instructions) PN |
| (1) |
Nathan D. Hukill, CR Group L.P., CRG Partners III L.P., CRG Partners III Parallel Fund “A” L.P., CRG
Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III Parallel Fund “B” (Cayman) L.P. are members of a group for the purposes of this Schedule 13G. |
| (2) |
This percentage is calculated based on 10,821,380 shares of Common Stock issued and outstanding as of
July 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, plus 920,130 shares of Common Stock issuable upon conversion of shares of Series E
convertible preferred stock of the Issuer that are beneficially owned by the Reporting Person. |
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| CUSIP No. 053734885 |
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Page
8
of 15 |
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| 1. |
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Names of Reporting Persons
CRG Partners III Parallel Fund “B” (Cayman) L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒
(1) (b) ☐ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization United
States |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
1,024,275.456 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
1,024,275.456 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,024,275.456 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 8.6% (2) |
| 12. |
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Type of Reporting Person
(See Instructions) PN |
| (1) |
Nathan D. Hukill, CR Group L.P., CRG Partners III L.P., CRG Partners III Parallel Fund “A” L.P., CRG
Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III Parallel Fund “B” (Cayman) L.P. are members of a group for the purposes of this Schedule 13G. |
| (2) |
This percentage is calculated based on 10,821,380 shares of Common Stock issued and outstanding as of
July 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, plus 1,024,275 shares of Common Stock issuable upon conversion of shares of Series E
convertible preferred stock of the Issuer that are beneficially owned by the Reporting Person. |
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| CUSIP No. 053734885 |
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Page
9
of 15 |
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| Item 1. |
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(a) |
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Name of Issuer
Avinger, Inc. |
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(b) |
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Address of Issuer ’s Principal Executive Offices
400 Chesapeake Drive, Redwood City, CA 94063 |
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| Item 2. |
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(a) |
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Name of Person Filing
This Schedule 13G is filed jointly by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):
Nathan D. Hukill
CR Group L.P. CRG Partners III L.P.
CRG Partners III Parallel Fund “A” L.P. CRG Partners
III (Cayman) Unlev AIV I L.P. CRG Partners III (Cayman) Lev AIV I L.P.
CRG Partners III Parallel Fund “B” (Cayman) L.P. |
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CR Group L.P. may be deemed to beneficially own the shares by virtue of its position as the investment manager for CRG Partners III L.P., CRG Partners III Parallel Fund “A” L.P., CRG Partners III (Cayman) Unlev AIV I L.P.,
CRG Partners III (Cayman) Lev AIV I L.P. and CRG Partners III Parallel Fund “B” (Cayman) L.P. Mr. Hukill may be deemed to have beneficial ownership over the securities by virtue of his indirect control of CR Group L.P. |
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(b) |
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Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting Persons is 1000 Main Street, Suite 2500, Houston, TX 77002. |
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(c) |
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Citizenship
See Row 4 of the cover page for each Reporting Person. |
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(d) |
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Title of Class of Securities
Common Stock, par value $0.001 per share |
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(e) |
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CUSIP Number
053734885 |
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| Item 3. |
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a: |
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Not applicable |
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| CUSIP No. 053734885 |
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Page
10
of 15 |
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| Item 4. |
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Ownership |
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(a) |
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Amount beneficially owned: |
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Nathan D. Hukill |
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2,684,160 (1) |
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CR Group L.P. |
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2,684,160 (1) |
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CRG Partners III L.P. |
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432,955.008 (1) |
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CRG Partners III Parallel Fund “A” L.P. |
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232,179.84 (1) |
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CRG Partners III (Cayman) Unlev AIV I L.P. |
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74,619.648 (1) |
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CRG Partners III (Cayman) Lev AIV I L.P. |
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920,130.048 (1) |
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CRG Partners III Parallel Fund “B” (Cayman) L.P. |
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1,024,275.456 (1) |
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(b) |
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Percent of class: |
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Nathan D. Hukill |
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19.9% (2) |
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CR Group L.P. |
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19.9% (2) |
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CRG Partners III L.P. |
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3.8% (2) |
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CRG Partners III Parallel Fund “A” L.P. |
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2.1% (2) |
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CRG Partners III (Cayman) Unlev AIV I L.P. |
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0.7% (2) |
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CRG Partners III (Cayman) Lev AIV I L.P. |
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7.8% (2) |
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CRG Partners III Parallel Fund “B” (Cayman) L.P. |
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8.6% (2) |
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(c) |
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Number of shares as to which the person has: |
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(i) Sole power to vote or to direct the vote: |
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Nathan D. Hukill |
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0 |
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CR Group L.P. |
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0 |
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CRG Partners III L.P. |
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0 |
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CRG Partners III Parallel Fund “A” L.P. |
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0 |
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CRG Partners III (Cayman) Unlev AIV I L.P.
CRG Partners III (Cayman) Lev AIV I L.P. |
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0
0 |
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CRG Partners III Parallel Fund “B” (Cayman) L.P. |
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0 |
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(ii) Shared power to vote or to direct the vote: |
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Nathan D. Hukill |
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2,684,160 (1) |
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CR Group L.P. |
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2,684,160 (1) |
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CRG Partners III L.P. |
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432,955.008 (1) |
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CRG Partners III Parallel Fund “A” L.P. |
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232,179.84 (1) |
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CRG Partners III (Cayman) Unlev AIV I L.P. |
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74,619.648 (1) |
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CRG Partners III (Cayman) Lev AIV I L.P. |
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920,130.048 (1) |
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CRG Partners III Parallel Fund “B” (Cayman) L.P. |
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1,024,275.456 (1) |
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| CUSIP No. 053734885 |
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Page
11
of 15 |
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(iii) Sole power to dispose or to direct the disposition of: |
|
|
|
|
|
|
|
|
|
|
|
Nathan D. Hukill |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
CR Group L.P. |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
CRG Partners III L.P. |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
CRG Partners III Parallel Fund “A” L.P. |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
CRG Partners III (Cayman) Unlev AIV I L.P.
CRG Partners III (Cayman) Lev AIV I L.P. |
|
0
0 |
|
|
|
|
|
|
|
|
|
|
|
CRG Partners III Parallel Fund “B” (Cayman) L.P. |
|
0 |
|
|
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of: |
|
|
|
|
|
|
|
|
|
|
|
Nathan D. Hukill |
|
2,684,160 (1) |
|
|
|
|
|
|
|
|
|
|
|
CR Group L.P. |
|
2,684,160 (1) |
|
|
|
|
|
|
|
|
|
|
|
CRG Partners III L.P. |
|
432,955.008 (1) |
|
|
|
|
|
|
|
|
|
|
|
CRG Partners III Parallel Fund “A” L.P. |
|
232,179.84 (1) |
|
|
|
|
|
|
|
|
|
|
|
CRG Partners III (Cayman) Unlev AIV I L.P. |
|
74,619.648 (1) |
|
|
|
|
|
|
|
|
|
|
|
CRG Partners III (Cayman) Lev AIV I L.P. |
|
920,130.048 (1) |
|
|
|
|
|
|
|
|
|
|
|
CRG Partners III Parallel Fund “B” (Cayman) L.P. |
|
1,024,275.456 (1) |
|
|
|
|
|
|
|
(1) |
|
Consists of shares of Common Stock issuable upon conversion of shares of Series E Convertible Preferred Stock. |
|
|
|
|
|
(2) |
|
This percentage is calculated based on 10,821,380 shares of Common Stock issued and outstanding as of July 21, 2023, as reported by the Issuer in its Quarterly Report on Form
10-Q for the quarter ended June 30, 2023, plus shares of Common Stock issuable upon conversion of shares of Series E Convertible Preferred Stock of the Issuer that are beneficially owned by the Reporting
Person. |
|
|
|
|
| Item 5. |
|
Ownership of Five Percent or Less of a Class |
|
|
|
|
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ☐ |
|
|
|
| Item 6. |
|
Ownership of More than Five Percent on Behalf of Another Person |
|
|
|
|
|
|
|
|
Not applicable |
|
|
|
|
|
|
| Item 7. |
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
|
|
|
|
|
|
Not applicable |
|
|
|
|
|
|
|
|
|
| CUSIP No. 053734885 |
|
|
|
Page
12
of 15 |
|
|
|
| Item 8. |
|
Identification and Classification of Members of the Group |
|
|
|
|
Not applicable |
|
|
| Item 9. |
|
Notice of Dissolution of Group |
|
|
|
|
Not applicable |
|
|
| Item 10. |
|
Certification |
|
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
|
|
|
|
|
| CUSIP No. 053734885 |
|
|
|
Page
13
of 15 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 14, 2023
|
| Nathan D. Hukill |
|
| /s/ Nathan D. Hukill |
| An individual |
|
| CR Group L.P. |
| CRG Partners III L.P. |
| CRG Partners III Parallel Fund “A” L.P. |
| CRG Partners III (Cayman) Unlev AIV I L.P. |
| CRG Partners III (Cayman) Lev AIV I L.P. |
| CRG Partners III Parallel Fund “B” (Cayman) L.P. |
|
|
|
| By: |
|
/s/ Nathan D. Hukill |
|
|
Nathan D. Hukill, authorized signatory |
|
|
|
|
|
| CUSIP No. 053734885 |
|
|
|
Page
14
of 15 |
EXHIBITS
|
|
|
| A: |
|
Joint Filing Agreement |
|
|
|
|
|
| CUSIP No. 053734885 |
|
|
|
Page
1
5 of 15 |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the
Common Stock of Avinger, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each
party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this
Agreement to be executed on their behalf this 14th day of August, 2023.
|
| Nathan D. Hukill |
|
| /s/ Nathan D. Hukill |
| An individual |
|
| CR Group L.P. |
| CRG Partners III L.P. |
| CRG Partners III Parallel Fund “A” L.P. |
| CRG Partners III (Cayman) Unlev AIV I L.P. |
| CRG Partners III (Cayman) Lev AIV I L.P. |
| CRG Partners III Parallel Fund “B” (Cayman)
L.P. |
|
|
|
| By: |
|
/s/ Nathan D. Hukill |
|
|
Nathan D. Hukill, authorized signatory |
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