400 CHESAPEAKE DRIVE
REDWOOD CITY, CALIFORNIA 94063
December 27, 2017
Dear Stockholders of Avinger, Inc.:
We cordially invite you to attend a special meeting of stockholders (the Special Meeting) of Avinger, Inc., a Delaware corporation, which will be held on
Monday, January 29
, 2018 at
1:00 p.m.
Pacific Time
, in person at 400 Chesapeake Drive, Redwood City, California 94063.
At the Special Meeting, you will be asked to consider and vote on (1) a Proposal to approve the proposed issuance and sale by Avinger, Inc. (the Company or Avinger) of up to $15,000,000 in shares of its Common Stock to Lincoln Park Capital Fund, LLC (Lincoln Park or LPC), in accordance with NASDAQ Stock Market Rule 5635(d); and (2) a Proposal to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-20 and not greater than 1-for-40, with the exact ratio to be set within that range at the discretion of our board of directors before the day prior to the 2018 annual meeting of stockholders without further approval or authorization of our stockholders. At the Special Meeting, you may also be asked to consider and vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the above matters at the time of the Special Meeting.
Avingers board of directors, after considering the factors more fully described in the enclosed proxy statement, has
unanimously (1) determined that it is in the best interests of Avinger and its stockholders, and declared it advisable, to effect
the above stock issuance and sale and amendment to Avingers Amended and Restated Certificate of Incorporation;
(2) directed that the stock issuance to Lincoln Park and the adoption of the amendment to Avingers Amended and Restated
Certificate of Incorporation be submitted to a vote at the Special Meeting; and (3) resolved to recommend that the Avinger
stockholders vote in favor of the stock issuance and sale to Lincoln Park and the adoption of the amendment to Avingers
Amended and Restated Certificate of Incorporation in accordance with the Delaware General Corporation Law.
Avingers board of directors unanimously recommends that you vote (1) FOR the issuance and sale of up to $15,000,000
in shares of Avingers Common Stock to Lincoln Park; (2) FOR the adoption of an amendment to Avingers Amended and
Restated Certificate to effect a reverse stock split; and (3) FOR the adjournment of the Special Meeting to a later date or dates,
if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the issuance to Lincoln Park or
to adopt the amendment to Avingers Amended and Restated Certificate of Incorporation at the time of the Special Meeting.
The accompanying proxy statement provides detailed information about the Special Meeting and the matters to be voted on at the Special Meeting. A copy of the proposed amendment to our Amended and Restated Certificate of Incorporation is attached as
Appendix A
to the proxy statement. We encourage you to read the proxy statement and its appendix carefully and in their entirety, as they contain important information.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Special Meeting, we urge you to submit your
vote via the Internet, telephone or mail.
If you have any questions or need help voting your shares, please contact our proxy solicitor:
The Proxy Advisory Group, LLC
18 East 41st Street, 20th Floor
New York, NY 10017
Avinger Stockholders May Call:
1 (888) 557-7699 (Toll-Free From the U.S. and Canada)
or
1 (212) 616-2180 (From Other Locations)
We appreciate your continued support of Avinger.
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Sincerely,
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/s/ Jeffrey M. Soinski
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Jeffrey M. Soinski
Chief Executive Officer
Redwood City, California
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The accompanying proxy statement is dated December 27, 2017, and together with the enclosed form of proxy card, is first being mailed on or about December 28, 2017.