Avinger Inc

Form Type: DEF 14A

Filing Date: 2024-12-23

Corporate Action: Liquidation

Type: New

Accession Number: 000143774924038224

Comments: Avinger Inc. is holding a Special Meeting of Stockholders on January 24, 2025, to approve an Assignment for the Benefit of Creditors followed by a voluntary dissolution and liquidation. This proposal has been recommended for approval by the Board of Directors. It involves an assignment that transfers the company's assets to a third-party assignee for liquidation, with any remaining proceeds to be distributed to creditors first and then, if available, to stockholders. The meeting will also seek approval for the adjournment if necessary to continue soliciting votes for the liquidation proposal. Only stockholders of record as of December 11, 2024, are eligible to vote. The document discusses the voting process, quorum requirements, and potential risks involved in the dissolution, such as uncertainty in distribution amounts and timing for stockholders. Key financial implications are also outlined, including payments to different series of preferred stockholders before common stockholders can receive any distribution.

Document Link: View Document

Additional details:

Assignment For Creditors: yes


Voluntary Dissolution: yes


Liquidation Plan: approved if board deems it in best interest


Record Date: 2024-12-11


Meeting Date: 2025-01-24


Number Of Shares Outstanding: 3309430


Total Voting Power: 6601555


Notice Sent: yes


Proxy Materials Availability: www.proxyvote.com


Proxy Solcitation Firm: D.F. King & Co.


Meeting Location: 400 Chesapeake Drive, Redwood City, California 94063


Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Liquidation

Type: New

Accession Number: 000143774924037484

Comments: On December 11, 2024, Avinger Inc announced a potential assignment for the benefit of creditors, leading to a voluntary dissolution and liquidation. The company's executive officers executed waivers related to their rights under various agreements due to this development. The waivers specify that the transfer of the company's assets for liquidation shall not be treated as a Change of Control, and as a result, certain benefits such as severance payments, accelerated vesting of options, and retention bonuses will not apply following the liquidation process. This document includes detailed descriptions of waivers from executives Jeffrey M. Soinski, Himanshu Patel, and Nabeel Subainati.

Document Link: View Document

Additional details:

Transfer: liquidating trust or assignee

Event Date: 2024-12-11

Executive Officers: ["Jeffrey M. Soinski","Himanshu Patel","Nabeel Subainati"]