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):

January 29, 2018

 

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   x

 

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.   x

 

 

 


 

Item 3.03. Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Items 5.03 and 8.01 of this Current Report on Form 8-K are incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

 

As previously disclosed, on January 29, 2018 at 1:00 p.m. Pacific time, Avinger, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”) to effect a reverse stock split at a ratio not less than 1-for-20 and not greater than 1-for-40 (the “Reverse Stock Split”), with the exact ratio to be set within that range at the discretion of the Company’s board of directors (the “Board”) before the day prior to the 2018 Annual Meeting of stockholders and without further approval or authorization of the Company’s stockholders. As described in Item 8.01 of this Current Report on Form 8-K, on January 30, 2018, the Board announced that the Reverse Stock Split would be effected at a ratio of 1-for-40, with an effective time of 5:00 p.m. Eastern time on January 30, 2018. On January 30, 2018, the Company filed a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, and the Reverse Stock Split became effective as of 5:00 p.m. Eastern time on January 30, 2018 (the “Effective Time”). The Common Stock began trading on the NASDAQ Capital Market on a post-split basis on January 31, 2018.

 

As a result of the Reverse Stock Split, every 40 shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), issued and outstanding prior to the Effective Time were combined into one share of Common Stock, reducing the number of issued and outstanding shares of the Common Stock from approximately 35.1  million to approximately 877,000. The Company’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), will serve as exchange agent for the Reverse Stock Split and will provide instructions to stockholders of record regarding the process for exchanging shares.

 

Because the Certificate of Amendment did not reduce the number of authorized shares of the Common Stock or Preferred Stock, the effect of the Reverse Stock Split was to increase the number of shares of Common Stock and Preferred Stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the Common Stock or Preferred Stock or modify any voting rights or other terms of the Common Stock or Preferred Stock.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they held a number of pre-Reverse Stock Split shares of Common Stock not evenly divisible by 40, will, in lieu of a fractional share, be entitled, upon surrender to the exchange agent of certificate(s) representing their pre-split shares or upon conversion of their shares held in book-entry, to a cash payment equal to the product obtained by multiplying (i) the closing sale price of the Common Stock as reported by the NASDAQ Capital Market on the effective date of the Reverse Stock Split by (ii) the number of shares of Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest.

 

AST will be issuing all of the post-split shares in paperless, “book-entry” form, and unless otherwise requested by the stockholder, AST will hold the shares in an account set up for the stockholder. All book-entry or other electronic positions representing issued and outstanding shares of the Common Stock will be automatically adjusted. Those stockholders holding Common Stock in “street name” will receive instructions from their brokers.

 

In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Company’s outstanding equity awards, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans will be reduced proportionately.

 

Following the Reverse Stock Split, the trading symbol for the Common Stock continues to be “AVGR”. The new CUSIP number for the Common Stock following the Reverse Stock Split is 053734208.

 

The above description of the Certificate of Amendment and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 8.01.  Other Events.

 

Reverse Stock Split Ratio and Press Release

 

On January 30, 2018, the Board approved a Reverse Stock Split ratio of 1-for-40, and the Company issued a press release announcing the same. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

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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 Avinger, Inc., dated as of January 30, 2018.

99.1

 

Press Release of Avinger, Inc. on January 30, 2018 related to the Reverse Stock Split.

 

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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.

 

 

 

 

 

Date: February 2 , 2018

By:

/s/ Jeffrey M. Soinski

 

 

Jeffrey M. Soinski

 

 

Chief Executive Officer and President

 

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Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
AVINGER, INC.

 

Avinger, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”), hereby certifies as follows:

 

1.               The name of the Corporation is Avinger, Inc., and the original Certificate of Incorporation of this Corporation was filed with the Secretary of State of the State of Delaware on March 8, 2007.

 

2.               ARTICLE IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to add the following paragraph at the end of Article IV as a new Section 4.5:

 

4.5  Reverse Stock Split . Upon the effectiveness of the Certificate of Amendment of the Certificate of Incorporation adding this Section 4.5 (the “ Effective Time ”), each twenty to forty shares of the Corporation’s Common Stock, par value $0.001 per share (“ Common Stock ”), issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.001 per share, without any further action by the Corporation or the holder thereof, the exact ratio within the twenty to forty range to be determined by the Board of Directors of the Corporation prior to the Effective Time and publicly announced by the Corporation, subject to the treatment of fractional share interests as described below (such combination, the “ Reverse Stock Split ”). No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares will, in lieu thereof, be entitled to receive a cash payment equal to the product obtained by multiplying (i) the closing sales price of the Common Stock on the NASDAQ Capital Market on the effective date of the Reverse Stock Split by (ii) the number of shares of Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for a fractional share;  provided , that where shares are held in certificated form, the surrender of a stockholder’s Old Certificates (as defined below) will be required. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“ Old Certificates ”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional share interests as described above.

 

3.               On January 30, 2018, the Board of Directors of the Corporation determined that each 40 shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.001 per share. The Corporation publicly announced this ratio on January 30, 2018.

 

4.               The foregoing amendment has been duly approved by the board of directors of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

5.               The foregoing amendment has been duly approved by the stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

6.               This Certificate of Amendment shall become effective at 5:00 p.m. Eastern time on January 30, 2018.

 


 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer of the Corporation as of January 30, 2018.

 

 

 

AVINGER, INC.

 

 

 

 

 

By:

/s/ Jeffrey M. Soinski

 

 

Jeffrey M. Soinski

 

 

President and Chief Executive Officer

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Avinger Announces Reverse Stock Split

 

Redwood City, California , January 30, 2018 — Avinger, Inc. (NASDAQ: AVGR), a leading developer of innovative treatments for peripheral artery disease (PAD), today announced that the Company will effect a 1-for-40 reverse stock split of the Company’s common stock, which will be effective at 5:00 p.m. Eastern time on Tuesday, January 30, 2018. As of that date, each 40 shares of issued and outstanding common stock and equivalents will be converted into one share of common stock. A new CUSIP number of 053734208 has been assigned to the Company’s common stock as a result of the reverse stock split.

 

The reverse stock split was approved by Avinger’s stockholders at the Company’s Special Meeting of Stockholders held on January 29, 2018, and the Board of Directors was authorized to implement the reverse stock split and determine the ratio of the split within a range of not less than 1-for-20 or greater than 1-for-40. Thereafter, the Board of Directors determined to fix the ratio for the reverse stock split at 1-for-40. The reverse stock split is being effected in order to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. Shares will continue to trade under the symbol “AVGR.”

 

“The reverse stock split is a critical step in our strategy to maintain the Company’s Nasdaq listing and is an important component of our broader strategy to strengthen the Company’s capital position,” said Jeff Soinski, Avinger’s president and CEO.

 

The reverse split will reduce the number of shares of the Company’s common stock outstanding from approximately 35.1 million to approximately 877,000. Proportional adjustments will be made to the terms and exercise prices of outstanding options and warrants. The Company will pay out cash in lieu of any fractional shares otherwise resulting from the reverse stock split.

 

Stockholders should direct any questions concerning the reverse stock split to their broker or to the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, at 1-800-937-5449. Inquiries can also be sent via email to help@astfinancial.com and should include a reference to “Avinger.”

 

About Avinger, Inc.

Avinger is a commercial-stage medical device company that designs and develops the first-ever image-guided, catheter-based system that diagnoses and treats patients with peripheral artery disease (PAD).

 

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Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox imaging console, the Ocelot family of chronic total occlusion (CTO) catheters, and the Pantheris ®  family of atherectomy devices. Avinger is based in Redwood City, CA. For more information, please visit www.avinger.com.

 

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding future compliance with Nasdaq listing requirements. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include our dependency on a limited number of products; our ability to demonstrate the benefits of our Lumivascular platform; the resource requirements related to Pantheris; the outcome of clinical trial results; potential exposure to third-party product liability, intellectual property and other litigation; lack of long-term data demonstrating the safety and efficacy of our Lumivascular platform products; experiences of high-volume users of our products may lead to better patient outcomes than those of physicians that are less proficient; reliance on third-party vendors; dependency on physician adoption; reliance on key personnel; and requirements to obtain regulatory approval to commercialize our products; as well as the other risks described in the section entitled “Risk Factors” and elsewhere in our quarterly Form 10-Q filing made with the Securities and Exchange Commission on November 14, 2017. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. Avinger disclaims any obligation to update these forward-looking statements.

 

Public Relations Contact

Phil Preuss

VP of Marketing & Business Operations

Avinger, Inc.

(650) 241-7900

pr@avinger.com

 

Investor Contact

Matt Ferguson

Chief Business Officer and CFO

Avinger, Inc.

(650) 241-7917

ir@avinger.com

 

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