1. Avinger Announces $7.6 Million Registered Direct Offering

    Avinger Announces $7.6 Million Registered Direct Offering

    Avinger, Inc. (NASDAQ:AVGR) (the "Company"), a commercial-stage medical device company marketing the first and only intravascular image-guided, catheter-based system for diagnosis and treatment of Peripheral Artery Disease (PAD), today announced that it has entered into a definitive agreement with certain institutional investors for the issuance and sale in a registered direct offering of an aggregate of 7,600 shares of Series D convertible preferred stock (the "Preferred Stock") and warrants to purchase up to an aggregate of 16,150,000 shares of common stock for gross proceeds of $7.6 million. The shares of Preferred Stock will have a stated value of $1,000 per share and are convertible into an aggregate of 19,000,000 shares of common stock at a conversion price of $0.40 per share. The Preferred Stock will not be convertible until after the effective date of an amendment to the Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split at a ratio between and including 1-for-5 and 1-for-20 (the "Reverse Split Amendment"). The warrants have an exercise price of $0.48 per share, and will become exercisable on the later of (i) the effective date the Reverse Split Amendment and (ii) six months following the date of issuance. The warrants will expire five years following such initial exercise date. The closing of the offering is expected to occur on or about January 14, 2022, subject to the satisfaction of customary closing conditions.

    H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

    The gross proceeds from the offering are expected to be $7.6 million before deducting placement agent fees and other offering expenses. The Company currently intends to use the net proceeds from the offering for general corporate and working capital purposes.

    The Company expects to call a special meeting of stockholders for the approval of the Reverse Split Amendment. The Preferred Stock has voting rights, with the common stock as a single class, equal to 750,000 votes per share of Preferred Stock on the proposal, provided that, in accordance with Nasdaq listing rules, any votes cast by the Preferred Stock with respect to the proposal to effect a reverse split of the common stock must be counted by the Company in the same proportion as the aggregate shares of common stock voted on such proposal.

    The securities described above are being offered by Avinger, Inc. pursuant to a "shelf" registration statement on Form S-3 (File No. 333-230124), including the accompanying prospectus contained therein, initially filed with the Securities and Exchange Commission (SEC) on March 7, 2019 and became effective on March 29, 2019. The offering of the securities is being made only by means of a prospectus, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to this offering, when filed, may be obtained on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

    About Avinger, Inc.

    Avinger is a commercial-stage medical device company that designs and develops the first and only image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). PAD is estimated to affect over 12 million people in the U.S. and over 200 million worldwide. Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox imaging console, the Ocelot and Tigereye™ family of chronic total occlusion (CTO) catheters, and the Pantheris® family of atherectomy devices. Avinger is based in Redwood City, California. For more information, please visit www.avinger.com.

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