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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Avinger Inc (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
053734877 (CUSIP Number) |
Jonathon Zhong Zhao 270 Shuyun Road, Hangzhou, Hangzhou, F4, 310000 86-571-88610082 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/05/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 053734877 |
| 1 |
Name of reporting person
Zylox-Tonbridge Medical Technology Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,981,655.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 053734877 |
| 1 |
Name of reporting person
Zhao Jonathon Zhong | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,981,655.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Shares of Common Stock include 75,327 shares of Common Stock issued and 1,906,328 shares issuable upon the conversion from 6,985 shares of Series F Preferred Stock. The total number of Series F Preferred Stock issued is 7,224 shares which is initially convertible into 1,971,616 shares of Common Stock, however, cannot be converted into Common Stock if the holder would beneficially own in excess of 49,9 percent of the Issuer voting power, after approved by the Issuer stockholders. The total shares of Common Stock are subject to a 49,9 percent Beneficial Ownership Limitation, and the numbers set forth in Row 8, 10, 11 give effect to such Limitation
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Avinger Inc | |
| (c) | Address of Issuer's Principal Executive Offices:
400 CHESAPEAKE DRIVE, 400 CHESAPEAKE DRIVE, REDWOOD CITY,
CALIFORNIA
, 94063. | |
Item 1 Comment:
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D dated on March 14, 2024 as specifically set forth herein.
On May 22, 2024, 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 April 12, 2024. The matters submitted for a vote and the related results are set forth below:
Proposal No. 1 - Approval of the issuance in excess of 19.9 percent of the Company's outstanding common stock upon conversion of Series F Convertible Preferred Stock, par value USD 0.001 per share, or Series F Preferred Stock, which may be deemed a "change of control" under Nasdaq Listing Rule 5635(b): The approval of the issuance in excess of 19.9 percent of the Company's outstanding common stock upon conversion of Series F Preferred Stock, which may be deemed a "change of control" under Nasdaq Listing Rule 5635(b), was approved.
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| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
As of set in the Series F Preferred Stock Certificate of Designation ("Series F CoD"), each share of Series F Preferred Stock has a stated value of $1,000 and is initially convertible into approximately 273 shares of Common Stock at a conversion price equal to the Purchase Price, and have voting rights on an as-converted to Common Stock basis with other shares of Common Stock. After the approval of the issuance in excess of 19.9 percent of the Company's outstanding common shares, the voting rights on an as-converted to Common Stock basis with other shares of Common Stock is subject to the 49.9 percent Beneficial Ownership Limitation
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated as follows:
Zylox Tonbridge may be deemed to be the beneficial owner of all shares of Common Stock and Preferred Stock, subject to 49.9 percent Beneficial Ownership Limit after the Stockholder Approval of the Issuer, if any, underlying the Securities held by Zylox Tonbridge Medical Limited. Mr. Zhao serves as the Chairman and Chief Executive Officer of Zylox Tonbridge and the Director of Zylox Tonbridge Medical Limited. Mr. Zhao disclaims beneficial ownership of those Securities.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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