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):

December 1119, 2024

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
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~~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 (~~17 CFR~~ § 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ § 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1119, 2024, inAvinger, Inc., ~~connection~~(the ~~with~~“Company”), aheld ~~potential~~its ~~assignment~~2024 ~~for~~Annual Meeting of Stockholders (the ~~benefit~~“2024 Annual Meeting”) and the stockholders of ~~creditors,~~the ~~followed~~Company byapproved athe ~~voluntary~~Third ~~dissolution~~Amended and ~~liquidation~~Restated Avinger, Inc. 2015 Equity Incentive Plan (the “~~Assignment and Dissolution~~Plan”), aswhich ~~described~~(i) inincreases the ~~preliminary~~number ~~proxy~~of ~~statement~~shares ~~filed~~reserved ~~with~~for issuance under the ~~Securities~~plan ~~and~~by ~~Exchange~~1,500,000 ~~Commission~~shares onand ~~December~~(ii) ~~11,~~extends ~~2024,~~the term of the plan until 2034. The Company’s ~~named~~Board ~~executive~~of ~~officers—Jeffrey~~Directors M(the “Board”) approved the Plan on October 31, 2024. ~~Soinski~~With stockholder approval obtained, ~~Himanshu~~the ~~Patel~~Plan ~~and~~is ~~Nabeel~~effective ~~Subainati—~~as ~~executed~~of ~~waivers.~~October ~~These~~31, ~~waivers~~2024. ~~relate~~Subject to adjustment in certain ~~rights~~circumstances, ~~and~~the ~~benefits~~Plan ~~under~~authorizes ~~their~~up ~~change~~to of1,950,486 ~~control~~shares ~~and~~of ~~severance~~common ~~agreements,~~stock ~~retention~~for ~~bonus~~issuance. ~~agreements~~Any employee, ~~and/~~consultant or ~~offer~~non-employee ~~letter~~Director ~~agreements,~~of ~~which~~the ~~might~~Company ~~otherwise~~is beeligible ~~triggered~~to byreceive an award under the ~~Assignment~~Plan. ~~and~~Generally, ~~Dissolution~~grants ormay ~~related~~be ~~transactions.~~made in any of the following forms:

~~Pursuant~~● toStock ~~the~~Options ~~waivers:~~● Stock Appreciation Rights ● Restricted Stock and Restricted Stock Units ● Other Stock-Based Awards

~~The~~A ~~officers~~summary ~~agreed~~of ~~that~~ the ~~transfer~~Plan appears on pages 24 to 27 of the Company’s ~~assets~~Proxy toStatement afiled ~~liquidating~~with ~~trust~~the orSecurities ~~assignee~~and ~~(the~~Exchange ~~“Transfer”)~~Commission ~~for~~on ~~the~~November ~~purpose~~5, 2024, and is incorporated by reference herein. The foregoing description of ~~liquidation~~the Plan and ~~distribution~~the ~~shall~~summary ~~not~~included ~~constitute~~in athe ~~Change~~Company’s ofProxy ~~Control~~Statement asare ~~defined~~qualified in their entirety by reference to the ~~applicable~~full ~~agreements~~text of the Plan, which is filed as Exhibit 10.1 and is incorporated by reference herein.

~~The~~Item ~~officers~~5.07. ~~expressly~~Submission ~~waived the applicability~~ of ~~provisions~~Matters ~~under~~to ~~their~~a ~~agreements~~Vote ~~that would otherwise provide for severance payments, COBRA reimbursements, accelerated vesting~~ of ~~unvested~~Security ~~stock options and restricted stock, and extensions of the post-termination exercise period for any options in connection with the Transfer~~Holders.

At the 2024 Annual Meeting, the Company’s stockholders voted on the following proposals. The ~~officers~~matters ~~waived~~before ~~any~~the ~~rights~~2024 toAnnual ~~retention~~Meeting ~~bonus~~are ~~payments~~described ~~under~~in ~~their~~more ~~applicable~~detail ~~retention~~in ~~bonus~~the ~~agreements~~Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on November 5, 2024.

~~The~~Proposal ~~foregoing~~No. ~~description~~1 - Election of ~~the~~Directors: ~~waivers~~The isfollowing ~~qualified~~nominees inwere ~~its~~elected ~~entirety~~as byClass ~~reference~~III directors to ~~the~~serve ~~full~~until ~~text of~~ the ~~waivers,~~2027 ~~which~~annual ~~are~~meeting ~~attached~~of asstockholders ~~Exhibits 10.1, 10.2,~~ and ~~10.3~~until totheir ~~this~~successors ~~Current~~are ~~Report~~duly onelected ~~Form 8-K~~ and ~~are incorporated herein by reference.~~qualified:

Item 9.01 Financial Statements and Exhibits.

Nominee	Votes For	Votes Withheld	Broker Non- votes
James G. Cullen	4,076,654	280,009	757,970
Tamara N. Elias	4,130,115	226,548	757,970

Exhibit No.		Description
10.1		Waiver dated December 11, 2024 by and between the Company and Jeffrey M. Soinski
10.2		Waiver dated December 11, 2024 by and between the Company and Himanshu Patel
10.3		Waiver dated December 11, 2024 by and between the Company and Nabeel Subainati
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, 2024 was ratified:

Votes For		Votes Against		Abstentions/Withheld		Broker Non-votes
5,021,863		81,025		11,745		-

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/Withheld		Broker Non-votes
4,113,791		107,651		135,221		757,970

Proposal No. 4 - Third Amended and Restated Avinger, Inc. 2015 Equity Incentive Plan: The Third Amended and Restated Avinger, Inc. 2015 Equity Incentive Plan which (i) increases the number of shares reserved for issuance under the plan by 1,500,000 shares and (ii) extends the term of the plan until 2034, was approved:

Votes For		Votes Against		Abstentions/Withheld		Broker Non-votes
4,003,679		345,267		7,717		757,970

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/Withheld		Broker Non-votes
4,628,996		466,241		19,396		-

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Third Amended and Restated 2015 Equity Incentive Plan
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: December 13, 2024	By:	/s/ Jeffrey M. Soinski
Date: December 19, 2024	By:	/s/ Jeffrey M. Soinski
		Jeffrey M. Soinski Chief Executive Officer

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