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):
October 14, 2022
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 (§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 5.02. Submission of Matters to a Vote of Security Holders.
On October 14, 2022, Avinger, Inc., (the “Company”), held its 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) and the shareholders of the Company approved the amendment to the Company’s 2015 Equity Incentive Plan to (i) increase the number of shares reserved for issuance under the plan by 1,750,000 shares and (ii) remove provisions providing for the automatic annual increase in the shares reserved for issuance under the plan (as so amended, the “Plan”). The Company’s Board of Directors (the “Board”) approved the Plan Amendment on April 5, 2022. With shareholder approval obtained, the Plan, as amended, is effective as of October 14, 2022. Subject to adjustment in certain circumstances, the Plan, as amended, authorizes up to 1,805,839 shares of common stock for issuance. Any employee, officer, non-employee Director, consultant, independent contractor, or advisor of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan. Generally, grants may be made in any of the following forms:
| ● | Stock Options | |
| ● | Stock Appreciation Rights | |
| ● | Restricted Stock and Restricted Stock Units | |
| ● | Other Stock-Based Awards |
A summary of the Plan appears on pages 22 to 28 of the Company’s Proxy Statement filed with the Securities and Exchange Commission on August 30, 2022, as supplemented on September 13, 2022 and September 20, 2022, and is incorporated by reference herein. The foregoing description of the Plan and the summary included in the Company’s Proxy Statement are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting, the Company’s shareholders voted on the following proposals. The matters before the 2022 Annual Meeting are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on August 30, 2022, as supplemented on September 13, 2022 and September 30, 2022.
Proposal No. 1 – Election of Directors: The following nominee was elected as a Class I director to serve until the 2025 annual meeting of stockholders and until his successor is duly elected and qualified:
Nominee | Votes For | Votes Withheld | Broker Non- votes | ||||
| Jeff Soinski | 986,152 | 602,803 | 1,659,537 |
Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm: The appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022 was ratified:
Votes For | Votes Against | Abstentions | Broker Non-votes | ||||
| 2,923,724 | 233,059 | 91,709 | - |
Proposal No. 3 – Advisory Vote to Approve Executive Compensation: The stockholders voted, on an advisory basis, in favor of the compensation paid to the Company’s named executive officers, as disclosed in the Executive Compensation section of the Company’s definitive proxy statement:
Votes For | Votes Against | Abstentions | Broker Non-votes | ||||
| 1,001,896 | 459,597 | 127,462 | 1,659,537 |
Proposal No. 4 – Amendment to 2015 Equity Incentive Plan: amendment to the company’s 2015 Equity Incentive Plan to (i) increase the number of shares reserved for issuance under the plan by 1,750,000 shares and (ii) remove provisions providing for the automatic annual increase in the shares reserved for issuance under the plan, as described in the Company’s definitive proxy statement, was approved:
Votes For | Votes Against | Abstentions | Broker Non-votes | ||||
| 896,069 | 685,836 | 7,050 | 1,659,537 |
Proposal No. 5 – 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:
Votes For | Votes Against | Abstentions | Broker Non-votes | ||||
| 2,050,375 | 1,072,765 | 125,352 | - |
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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 14, 2022 | By: | /s/ Jeffrey M. Soinski | ||
Jeffrey M. Soinski Chief Executive Officer | ||||