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):
June 21
, 201
9
Avinger, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36817
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20-8873453
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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Title of each
class:
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Trading
Symbol(s):
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Name of each exchange on which registered:
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Common Stock, par value $0.001 per share
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AVGR
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The Nasdaq Capital Market
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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 ☒
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 3.03 Material Modification to Rights of Security Holders.
As previously announced in our Current Report on Form 8-K dated June 19, 2019, at a special meeting of the stockholders of Avinger, Inc. (the “Company”) the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse split of the Company’s common stock, par value $0.001 (the “Common Stock”) and authorized the Board of Directors (the “Board”) to, at their sole discretion, select a ratio of between 1-for-3 and 1-for-10, inclusive.
The Board has determined to set the reverse stock split ratio at 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time on June 21, 2019 (the “Effective Time”), pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on June 21, 2019. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.
In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 053734604. The Common Stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis on June 24, 2019.
Item
5
.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
Reverse Stock Split Ratio and Press Release
On June 21, 2019 the Company issued a press release announcing the effectiveness of the reverse stock split. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
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AVINGER, INC.
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Date: June 21, 2019
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By:
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/s/ Mark Weinswig
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Mark Weinswig
Chief Financial Officer
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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:
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1.
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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.
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2.
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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 4.6:
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4.6
Reverse Stock Split
. Upon the effectiveness of the Certificate of Amendment of the Certificate of Incorporation adding this Section 4.6 (the “
Effective Time
”), each three to ten 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, without any further action by the Corporation or the holder thereof, the exact ratio within the three to ten 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.
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3.
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On June 19, 2019, the Board of Directors of the Corporation determined that each ten (10) 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 June 21, 2019.
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4.
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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.
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5.
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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.
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6.
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This Certificate of Amendment shall become effective at 5:00 p.m. Eastern time on June 21, 2019.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer of the Corporation as of June 21, 2019.
AVINGER, INC.
By:
/s/ Jeffrey M. Soinski
Jeffrey M. Soinski
President and Chief Executive Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE
Avinger
to Effect
One-for-Ten
Reverse Stock Split
Re
dwood City, Calif.,
June
21
,
2019
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Avinger, Inc. (NASDAQ:AVGR), a commercial-stage medical device company marketing the first-ever image-guided, catheter-based system for diagnosis and treatment of Peripheral Artery Disease (PAD), today announced that the Company will effect a 1-for-10 reverse stock split of the Company's common stock, which will be effective at 5:00 p.m. Eastern time on Friday, June 21, 2019. As of that date, each 10 shares of issued and outstanding common stock and equivalents will be converted into one share of common stock. A new CUSIP number of 053734604 has been assigned to the Company's common stock as a result of the reverse stock split.
On June 19, 2019, the Company reconvened its June 11, 2019 Annual Meeting of Stockholders, at which time the Company’s stockholders approved the reverse stock split. 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-3 or greater than 1-for-10. Thereafter, the Board of Directors determined to fix the ratio for the reverse stock split at 1-for-10. 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 board of directors has determined to effect the reverse stock split without delay in order to secure the Company's Nasdaq listing and return our full focus to executing Avinger’s business strategy,” said Jeff Soinski, Avinger’s president and CEO. “We are excited about a number of upcoming expected milestones in our business for the second half. These include continued ramping of our Pantheris Next Generation cases at both existing and new centers, commercial launch of our Pantheris SV device for the treatment of PAD in smaller vessels, and further development of best-in-class medical technologies to give patients suffering from PAD the highest quality treatment outcomes.”
The reverse split will reduce the number of shares of the Company's common stock outstanding from approximately 64.2 million to approximately 6.4 million. 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). PAD is estimated to affect over 12 million people in the U.S. and over 200 million worldwide. 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, California. For more information, please visit
www.avinger.com
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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 Avinger's
upcoming expected milestones in its business
. 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 report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019. 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.
Investor Contact:
Mark Weinswig
Chief Financial Officer
Avinger, Inc.
(650) 241-7916
ir@avinger.com
Matt Kreps
Darrow Associates Investor Relations
(214) 597-8200
mkreps@darrowir.com
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