Avinger,Inc. (NASDAQ:AVGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Avinger,Inc. (NASDAQ:AVGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Appointment of Chief Financial Officer; Resignation of Chief Financial Officer

On June13, 2018, the Board of Directors (“Board”) of Avinger,Inc. (the “Company”) appointed Mark Weinswig to serve as Chief Financial Officer of the Company, effective June25, 2018. Mr.Weinswig, 45, will succeed Matt Ferguson, who will be leaving the Company December31, 2018 to pursue other opportunities. Mr.Ferguson will remain Chief Financial Officer until Mr.Weinswig’s appointment becomes effective, after which Mr.Ferguson is expected to serve as a full-time employee of the Company until August1, 2018, and thereafter as a consultant to the Company through December31, 2018, to facilitate the transition. Mr.Weinswig’s appointment and Mr.Ferguson’s departure are further described in the press release furnished as Exhibit99.1.

In connection with Mr.Ferguson’s departure, the Company and Mr.Ferguson have entered into a Separation Agreement and Release (the “Separation Agreement”) and a Consulting Agreement (the “Consulting Agreement”). to the terms of the Separation Agreement, Mr.Ferguson will release all claims he may have against the Company and affirm his obligations regarding Company confidential information. As consideration for the release of claims, Mr.Ferguson’s employment status at the time the Company pays bonuses for the first half of 2018 will not be considered with respect to his eligibility to receive such bonus payments. to the Consulting Agreement, Mr.Ferguson will provide up to twenty hours per week of service to the Company during the period from August1, 2018 to December31, 2018, for which he will be entitled to receive total payments of $62,500.

The foregoing descriptions of the Separation Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and Consulting Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form10-Q for the quarter ending June30, 2018.

Mr.Weinswig joins the Company most recently from Aqua Metals,Inc., a heavy metal recycling company, where he served as Chief Financial Officer from August2017 to March2018. Mr.Weinswig has previously served as Chief Financial Officer of One Workplace, a designer and manufacturer of customized workspaces, from July2016 to July2017. From October2010 to June2016, Mr.Weinswig served as Chief Financial Officer of Emcore Corporation, a Nasdaq-listed designer and manufacturer of indium phosphide optical chips, components, subsystems and systems for the broadband and specialty fiber optics market. From September2009 to October2010, Mr.Weinswig served as International Finance Director at Coherent,Inc., a Nasdaq-listed designer and manufacturer of photonics solutions. Earlier in his career Mr.Weinswig worked at Morgan Stanley and PricewaterhouseCoopers. He received an M.B.A. from the University of Santa Clara and a B.S. in business administration with an accounting major from Indiana University. He has earned the CFA and CPA designations.

There is no arrangement or understanding between Mr.Weinswig and any other persons to which Mr.Weinswig was appointed as Chief Financial Officer. There are no family relationships between Mr.Weinswig and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a)of Regulation S-K, nor are any such transactions currently proposed.

Mr.Weinswig’s Compensation Arrangements

to an Employment Offer Letter between the Company and Mr.Weinswig, dated as of June11, 2018 (the “Offer Letter”), Mr.Weinswig will be entitled to receive as compensation (i)a base salary of $300,000; (ii)a discretionary bonus targeted at 40% of his base salary, subject to achievement of mutually agreed performance goals and payable semi-annually; and (iii)other standard benefits provided to each of the Company’s executive officers.

The Company and Mr.Weinswig also entered into a Change of Control and Severance Agreement, effective as of June25, 2018 (the “Severance Agreement”). The Severance Agreement provides for the payment of benefits to Mr.Weinswig in the event that upon or within 18 months following a “Change of Control,” he resigns for “Good Reason” or is terminated, provided that his termination is other than for “Cause” (as such terms are defined in the Severance Agreement), death or disability. The benefits payable upon a qualifying termination are (i)continued payment of base salary and target bonus for twelve months, (ii)paid COBRA benefits for twelve months, (iii)accelerated vesting as to 50% of unvested stock options and/or restricted stock and (iv)the extension of the post-termination exercise period for any stock options by one year. Additionally, upon a Change of Control, one half of Mr.Weinswig’s unvested stock options and/or restricted stock shall automatically vest (regardless of his employment status), with the remainder continuing to vest in accordance with the applicable equity award’s terms.

In order to receive the severance benefits under the Severance Agreement described above, Mr.Weinswig is obligated to execute a release of claims against us and to continue to comply with the terms of applicable proprietary agreements and other post-employment restrictive covenants.

The summaries of the Offer Letter and Severance Agreement set forth above do not purport to be complete and are qualified in their entirety by reference to the full text of such documents. The Company will file the Offer Letter and the Severance Agreement as exhibits to its Quarterly Report on Form10-Q for the quarter ending June30, 2018.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Avinger Inc Exhibit
EX-99.1 2 a18-15303_1ex99d1.htm EX-99.1 Exhibit 99.1     FOR IMMEDIATE RELEASE   Avinger Appoints Mark Weinswig as Chief Financial Officer   Redwood City,…
To view the full exhibit click here

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.

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