Avinger, Inc. Executes Assignment for the Benefit of Creditors; Announces Receipt of Nasdaq Delisting Notice
February 17 2025 - 7:33PM
On February 10, 2025, Avinger, Inc., a Delaware Corporation
(“Avinger” or the “Company”), entered into a general assignment for
the benefit of creditors (the “Assignment”) in favor of Avinger
(assignment for the benefit of creditors), LLC, a California
limited liability company (the “Assignee”).
Pursuant to the Assignment, the Company
transferred substantially all of the Company’s assets to the
Assignee for liquidation. The Assignee will, as appropriate,
liquidate any such assets and rights, wind down the Company, and
distribute any net proceeds to creditors of the Company.
The Company designed, manufactured and sold
image-guided catheter-based systems used by physicians to treat
patients with peripheral artery disease. At a special meeting of
stockholders held on February 5, 2025 (the “Special Meeting”), the
stockholders of the Company approved an assignment for the benefit
of creditors followed by a voluntary dissolution and liquidation
pursuant to a plan of dissolution. Effective February 10, 2025, the
board of directors of the Company approved the Company’s entrance
into the Assignment.
On February 11, 2015, the Company received a
letter (the “Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”),
notifying the Company that, in accordance with Nasdaq Listing Rules
5101, 5110(b) and IM-5101-1, Nasdaq staff has determined that the
Company’s securities will be delisted from Nasdaq. Trading of the
Company’s common stock was suspended at the opening of business on
February 18, 2025, and a Form 25-NSE will be filed with the United
States Securities and Exchange Commission to remove the Company’s
securities from listing and registration on Nasdaq.
Nasdaq’s determination was based, in part, on:
(i) the Company’s filing of a Current Report on Form 8-K on
February 10, 2025 reporting on the results of the Special Meeting
and associated public interest concerns raised by it; (ii) concerns
regarding the residual equity interest of the existing listed
securities holders; and (iii) concerns about the Company’s ability
to sustain compliance with all requirements for continued listing
on Nasdaq.
All inquiries should be directed to
representatives of the Assignee, Avinger (assignment for the
benefit of creditors), LLC.
Please contact Andrew Kitirattagarn at
akitirattragarn@sherwoodpartners.com.
Forward-Looking Statements
The matters described herein may contain
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements contain information about the Company’s expectations,
beliefs, plans or intentions regarding its business plans,
financial condition, and other similar matters. Statements preceded
by, followed by or that otherwise include the words “believes,”
“expects,” “anticipates,” “intends,” “projects,” “estimates,”
“plans,” “hopes” and similar expressions or future or conditional
verbs such as “will,” “should,” “would,” “may” and “could” are
generally forward-looking in nature and not historical facts,
although not all forward-looking statements include the
foregoing.
These statements are based on management’s
current expectations and assumptions about future events, which are
inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict, and involve unknown
risks and uncertainties that may individually or materially impact
the matters discussed herein for a variety of reasons that are
outside the control of the Company, including, but not limited to,
the expected completion, timing and effects of the Company’s
entrance into the Assignment and the suspension of trading on the
Nasdaq Capital Market.
Readers are cautioned not to place undue
reliance on these forward-looking statements, as actual results
could differ materially from those described in the forward-looking
statements contained herein. Readers are urged to read the risk
factors set forth in the Company’s filings with the SEC, which are
available at the SEC’s website (www.sec.gov). The Company disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.