Avinger, Inc. (NASDAQ:AVGR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On January 28, 2021, Avinger, Inc. (the “Company” or “Avinger”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as representative of the underwriters identified therein (the “Underwriters”), to which the Company agreed to issue and sell 10,000,000 shares of common stock, $0.001 par value per share, at a public offering price of $1.44 per share (the “Offering”). Avinger expects to receive approximately $13 million in net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses. The shares are being offered and sold to the Company’s effective registration statement on Form S-3 (Registration No. 333-230124), which was declared effective by the Securities Exchange Commission (the “SEC”) on March 29, 2019, and the base prospectus included therein, as amended and supplemented by the preliminary prospectus supplement filed with the SEC on January 28, 2021, and the final prospectus supplement expected to be filed with the SEC on February 1, 2021. The Offering is expected to close on or about February 2, 2021, subject to satisfaction of customary closing conditions. The Company intends to use net proceeds from this offering for working capital and general corporate purposes, which may include research and development of the Company’s Lumivascular platform products, preclinical and clinical trials and studies, regulatory submissions, expansion of the Company’s sales and marketing organizations and efforts, intellectual property protection and enforcement and capital expenditures. The Company has not yet determined the amount of net proceeds to be used specifically for any particular purpose or the timing of these expenditures. The Company may use a portion of the net proceeds to acquire complementary products, technologies or businesses or to repay principal on the Company’s debt; however, the Company currently has no agreements or commitments to complete any such transactions or to make any such principal repayments and is not involved in negotiations to do so. Accordingly, the Company’s management will have significant discretion and flexibility in applying the net proceeds from the sale of these securities.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination and other provisions customary for transactions of this nature. All of the Company’s executive officers and directors have also agreed not to sell or transfer any securities of the Company held by them for a period of 60 days, from January 28, 2021 subject to limited exceptions.
The above description of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is attached to this report as Exhibit 1.1 and which is incorporated by reference into the Registration Statement.
In connection with the Offering, Avinger is filing a legal opinion and consent as Exhibit 5.1 and Exhibit 23.1 to this report, which are incorporated by reference into the Registration Statement. In addition, on January 28, 2021, Avinger issued a press release announcing that it had priced the Offering, which press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are made to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks described in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K filed with the SEC on March 6, 2020 and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
Avinger Inc Exhibit
EX-1.1 2 ex_223515.htm EXHIBIT 1.1 ex_223515.htm Exhibit 1.1 UNDERWRITING AGREEMENT between AVINGER,…
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About Avinger, Inc. (NASDAQ:AVGR)
Avinger, Inc. is a commercial-stage medical device company. The Company designs, manufactures and sells image-guided, catheter-based systems that are used by physicians to treat patients with peripheral arterial disease (PAD). The Company focuses on introducing products based on its lumivascular platform, which is an intravascular image-guided system. The Company manufactures and sells a suite of products in the United States and certain European markets. The Company’s products include Lightbox imaging console, as well as its Wildcat, Kittycat and the Ocelot family of catheters, which are designed to allow physicians to penetrate a total blockage in an artery, known as a chronic total occlusion (CTO). The lumivascular platform offers real-time visualization of the inside of the artery during PAD treatment. The lumivascular platform consists of a capital component Lightbox and a range of disposable catheter products, including Ocelot, Ocelot PIXL, Ocelot MVRX and Pantheris.