false 0001506928 0001506928 2022-03-11 2022-03-11

 

 

 

 

 

Date of Report (Date of earliest event reported):

 

 

 

(Address of principal executive offices, including zip code)

 

(650) 241-7900

(Registrant’s telephone number, including area code)

 

(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))

 

 

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

 

 

 

On March 11, 2022, Avinger, Inc. (the “Company”) held its previously announced Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the proposals listed below, each of which was described in the Company’s definitive proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on January 31, 2022 (the “Proxy Statement”).

 

A total of 54,594,635 shares of common stock, par value $0.001 per share, out of a total of 95,565,237 shares of common stock issued and outstanding and entitled to vote, and a total of 7,600 shares of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”), representing all of the issued and outstanding shares of Series D Preferred Stock entitled to vote at the Special Meeting, each as of January 18, 2021, the record date for the Special Meeting, were present in person or represented by proxy at the Special Meeting, constituting a quorum. As previously described in the Proxy Statement, each share of Series D Preferred Stock entitled the holder to 750,000 votes on Proposal 1 at the Special Meeting; provided that such votes were required to be counted by the Company in the same proportion as the aggregate shares of common stock that were voted on such proposal. Holders of the Company’s common stock were entitled to one vote per share on each proposal.

 

The matters submitted for a vote and the related results are set forth below:

 

Proposal No. 1 – Approval of the Amendment to the Company’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split: The amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our board of directors without further approval or authorization of our stockholders, was approved:

 

 

Proposal No. 2 – Approval of the Adjournment of the Annual Meeting: The adjournment of the Annual Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals was approved:

 

 

The results reported above are final voting results. Due to the approval of Proposal 1, there was no need to adjourn the Special Meeting. No other matters were considered or voted upon at the Special Meeting.