Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0002015487-24-000002 0002015487 XXXXXXXX LIVE 1 Common Stock, par value $0.001 per share 03/05/2024 false 0001506928 053734877 Avinger Inc 400 CHESAPEAKE DRIVE 400 CHESAPEAKE DRIVE REDWOOD CITY CA 94063 Jonathon Zhong Zhao 86-571-88610082 270 Shuyun Road, Hangzhou Hangzhou F4 310000 0002015487 N Zylox-Tonbridge Medical Technology Co., Ltd. WC N F4 0.00 1981655.00 0.00 1981655.00 1981655.00 N 49.9 CO 0002015387 N Zhao Jonathon Zhong WC N X1 0.00 1981655.00 0.00 1981655.00 1981655.00 N 49.9 IN Shares of Common Stock include 75,327 shares of Common Stock issued and 1,906,328 shares issuable upon the conversion from 6,985 shares of Series F Preferred Stock. The total number of Series F Preferred Stock issued is 7,224 shares which is initially convertible into 1,971,616 shares of Common Stock, however, cannot be converted into Common Stock if the holder would beneficially own in excess of 49,9 percent of the Issuer voting power, after approved by the Issuer stockholders. The total shares of Common Stock are subject to a 49,9 percent Beneficial Ownership Limitation, and the numbers set forth in Row 8, 10, 11 give effect to such Limitation Common Stock, par value $0.001 per share Avinger Inc 400 CHESAPEAKE DRIVE 400 CHESAPEAKE DRIVE REDWOOD CITY CA 94063 The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D dated on March 14, 2024 as specifically set forth herein. On May 22, 2024, Avinger, Inc. (the "Company") held its previously announced Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders voted on the proposals listed below, each of which was described in the Company's definitive proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on April 12, 2024. The matters submitted for a vote and the related results are set forth below: Proposal No. 1 - Approval of the issuance in excess of 19.9 percent of the Company's outstanding common stock upon conversion of Series F Convertible Preferred Stock, par value USD 0.001 per share, or Series F Preferred Stock, which may be deemed a "change of control" under Nasdaq Listing Rule 5635(b): The approval of the issuance in excess of 19.9 percent of the Company's outstanding common stock upon conversion of Series F Preferred Stock, which may be deemed a "change of control" under Nasdaq Listing Rule 5635(b), was approved. Item 4 is hereby amended to add the following: As of set in the Series F Preferred Stock Certificate of Designation ("Series F CoD"), each share of Series F Preferred Stock has a stated value of $1,000 and is initially convertible into approximately 273 shares of Common Stock at a conversion price equal to the Purchase Price, and have voting rights on an as-converted to Common Stock basis with other shares of Common Stock. After the approval of the issuance in excess of 19.9 percent of the Company's outstanding common shares, the voting rights on an as-converted to Common Stock basis with other shares of Common Stock is subject to the 49.9 percent Beneficial Ownership Limitation Item 5 is hereby amended and restated as follows: Zylox Tonbridge may be deemed to be the beneficial owner of all shares of Common Stock and Preferred Stock, subject to 49.9 percent Beneficial Ownership Limit after the Stockholder Approval of the Issuer, if any, underlying the Securities held by Zylox Tonbridge Medical Limited. Mr. Zhao serves as the Chairman and Chief Executive Officer of Zylox Tonbridge and the Director of Zylox Tonbridge Medical Limited. Mr. Zhao disclaims beneficial ownership of those Securities. Zylox-Tonbridge Medical Technology Co., Ltd. Jonathon Zhong Zhao Jonathon Zhong Zhao/ Chairman and CEO 06/03/2024 Zhao Jonathon Zhong Jonathon Zhong Zhao Jonathon Zhong Zhao 06/03/2024