8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

March 6, 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
Common Stock, par value $0.001 per share	AVGR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 1.01 Entry into a Material Definitive Agreement.

We lease our headquarters in in Redwood City, California pursuant to a lease agreement with HCP LS Redwood City, LLC (the “Landlord”) dated July 30, 2010, as amended by the First Amendment to Lease dated September 30, 2011, the Second Amendment to Lease dated March 4, 2016 and the Third Amendment to Lease dated April 1, 2019 (the “Lease”). The Lease has a rental commencement date of December 1, 2011 and, prior to the amendment described below, expires on November 30, 2024. The Lease is for one building containing approximately 19,600 square feet located at 400 Chesapeake Drive, Redwood City, California 94063 (the “400 Building”). The Lease previously included another building containing 24,600 square feet located at 600 Chesapeake Drive, Redwood City, California 94063 (the “600 Building”). The Lease with respect to the 600 Building was terminated on November 30, 2019.

On March 6, 2024, we entered into the Fourth Amendment to Lease with the Landlord (the “Fourth Amendment”), which amended the Lease to extend the lease term with respect to the 400 Building for a period of one year. As amended by the Fourth Amendment, the Lease will expire on November 30, 2025. Under the terms of the Fourth Amendment, during the extended term we are obligated to pay $1,272,432 in annual base rent, payable in equal monthly installments, through November 30, 2025.

The foregoing description of the Fourth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fourth Amendment, a copy of which is attached as Exhibit 10.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Fourth Amendment to Lease Agreement dated March 6, 2024 by and between the registrant and HCP LS Redwood City, LLC.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 12, 2024	By:	/s/ Jeffrey M. Soinski
		Jeffrey M. Soinski
		Chief Executive Officer

EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO LEASE

This FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered into as of March 6, 2024, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership ("Landlord"), and AVINGER, INC., a Delaware corporation ("Tenant").

RECITALS:

A.          Landlord and Tenant entered into the Lease dated July 30, 2010 (the "Original Lease"), as amended by the First Amendment to Lease dated September 30, 2011 (the "First Amendment"), the Second Amendment to Lease dated March 4, 2016 (the “Second Amendment”), and the Third Amendment to Lease dated April 1, 2019 (the “Third Amendment”), pursuant to which Tenant currently leases 19,600 rentable square feet of space comprising the entire building located at 400 Chesapeake Drive, Redwood City, California 94063 (the "Building"). The Original Lease, the First Amendment, the Second Amendment and the Third Amendment are collectively, the "Lease."

B.          The parties desire to extend the Lease Term, and otherwise amend the Lease on the terms and conditions set forth in this Fourth Amendment.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.        Terms. All capitalized terms when used herein shall have the same respective meanings as are given such terms in the Lease unless expressly provided otherwise in this Fourth Amendment.

2.        Condition of the Premises. Landlord and Tenant acknowledge that Tenant has been occupying the Premises pursuant to the Lease, and therefore Tenant continues to accept the Premises in its presently existing, "as is" condition. Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises.

3.         Lease Term.

3.1        Extended Lease Term. Pursuant to the Lease, the Lease Term is scheduled to expire on November 30, 2024. Landlord and Tenant hereby agree to extend the Lease Term for a period of one (1) year, from December 1, 2024, until November 30, 2025, on the terms and conditions set forth in the Lease, as hereby amended by this Fourth Amendment, unless sooner terminated as provided in the Lease. The period of time commencing on December 1, 2024, and ending on November 30, 2025, shall be referred to herein as the "Third Extended Term."

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3.2        Option to Extend Lease Term. Landlord and Tenant acknowledge and agree that notwithstanding the extension of the Lease Term for the Third Extended Term, Tenant shall continue to have one (1) option to further extend the Lease Term pursuant to the same terms set forth in Section 2.2 of the Original Lease, provided that the Option Term shall be for a period of one (1) year (as opposed to five (5) years as set forth in Section 3.2 of the Third Amendment).

4.         Rent.

4.1        Base Rent. Prior to December 1, 2024, Tenant shall continue to pay monthly installments of Base Rent for the Premises in accordance with the terms of the Lease. During the Third Extended Term, Tenant shall pay monthly installments of Base Rent for the Premises as follows:

Period During Third Extended Term			Annual Base Rent		Monthly Installment of Base Rent		Monthly Rental Rate per Square Foot
December 1, 2024	–	November 30, 2025	$	1,272,432.00	$	106,036.00	$	5.41

4.2        Direct Expenses. Prior to and during the Third Extended Term, Tenant shall continue to be obligated to pay Tenant's Share of the annual Direct Expenses in connection with the Premises which arise or accrue during such period in accordance with the terms of the Lease.

5.         Security Deposit. As provided in the Third Amendment, Landlord is currently holding a Security Deposit pursuant to the Lease in the amount of $206,921.34, which Security Deposit shall continue to be held by Landlord during the Third Extended Term in accordance with the terms of the Lease.

6.         Broker. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Fourth Amendment other than Jones Lang LaSalle and CBRE, Inc. (collectively, the "Brokers"), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Fourth Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party. The terms of this Section 6 shall survive the expiration or earlier termination of the term of the Lease, as hereby amended.

7.         California Accessibility Disclosure. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Project, Building and Premises have not undergone inspection by a Certified Access Specialist (CASp).

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8.         No Further Modification. Except as specifically set forth in this Fourth Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, this Fourth Amendment has been executed as of the day and year first above written.

"LANDLORD"			"TENANT"
HCP LS REDWOOD CITY, LLC, a Delaware limited liability company			AVINGER, INC., a Delaware corporation
By:	/s/ Scott Bohn		By:	/s/ Jeffrey M. Soinski
	Name:	Scott Bohn		Name:	Jeffrey M. Soinski
	Its:	Chief Development Officer		Its:	Chief Executive Officer
Date:	March 7, 2024		Date:	March 6, 2024

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XML

Document And Entity Information	Mar. 06, 2024
Document Information [Line Items]
Entity, Registrant Name	Avinger, Inc.
Document, Type	8-K
Document, Period End Date	Mar. 06, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-36817
Entity, Tax Identification Number	20-8873453
Entity, Address, Address Line One	400 Chesapeake Drive
Entity, Address, City or Town	Redwood City
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	94063
City Area Code	650
Local Phone Number	241-7900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AVGR
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001506928