false 0001506928 0001506928 2021-10-27 2021-10-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
 
October 27, 2021
 
 
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. ☐
 
 
 
 
--12-31
Item 5.03
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Effective October 27, 2021, the Board of Directors of Avinger, Inc. (the “Company”) adopted and approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”) in order to change the number of stockholders required to constitute a quorum at a meeting of stockholders, from requiring a majority, to requiring at least one-third, of the stock issued and outstanding and entitled to vote, present in person or represented by proxy.
 
The description of the Bylaws Amendment in this Item 5.03 is qualified in its entirety by the text of the Bylaws Amendment incorporated in this Item 5.03 by reference and filed herewith as Exhibit 3.1.
 
 
Item 9.01
Financial Statements and Exhibits.
 
Exhibit No.
 
Description
3.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
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: October 29, 2021
By:
/s/ Mark Weinswig
 
   
Mark Weinswig
 
   
Chief Financial Officer
 
 
 
 
 

Exhibit 3.1

 

AMENDMENT TO THE

AMENDED AND RESTATED BYLAWS

OF AVINGER, INC.

 

 

The undersigned, in his capacity as the President and Chief Executive Officer of Avinger, Inc. (the “Corporation”), hereby certifies on behalf of the Corporation that the following Amendment to the Amended and Restated Bylaws of the Corporation (the “Bylaws”) was duly adopted by the Board of Directors of the Corporation on October 27, 2021:

 

 

1.

Section 2.6 of the Bylaws is hereby amended and restated in its entirety to read as follows:

 

“2.6         QUORUM

 

The holders of at least one-third (1/3) of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate vote by a class or series or classes or series is required, at least one-third (1/3) of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

 

If a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) if the chairperson does not act, the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”

 

 

2.

All other provisions of the Bylaws remain in full force and effect.

 

Date:  October 27, 2021

 

 

By:

/s/ Jeffrey M. Soinski

 
   

Jeffrey M. Soinski

President and Chief Executive Officer