Avinger : Failure to Satisfy Listing Rule - Form 8-K

As previously disclosed, on May 18, 2023, Avinger, Inc. (the "Company") received notice from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that the Company no longer satisfied the minimum $2.5 million stockholders' equity requirement, or its alternatives, as required by Nasdaq Listing Rule 5550(b) (the "Equity Requirement"). The Company thereafter submitted its plan to regain compliance with the Equity Requirement and, on July 31, 2023, the Staff granted the Company's request for an extension to do so, through November 14, 2023.

On November 21, 2023, the Staff formally notified the Company that the Staff had determined that the Company was unable to demonstrate compliance with the Equity Requirement and that the Company's securities would be delisted at the open of business on November 30, 2023, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel"). The Company plans to timely request a hearing before the Panel, which request will automatically stay any further action by Nasdaq at least pending the conclusion of the hearing and the expiration of any extension period that may be granted by the Panel to the Company following the hearing.

At the hearing, the Company will present its plan to evidence compliance with the Equity Requirement and request an extension to do so. There can be no assurance, however, that the Panel will grant the Company's request for continued listing or that the Company will evidence compliance within any extension period that may be granted by the Panel.

Certain information contained in this Current Report on Form 8-K includes "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. We may in some cases use terms such as "predicts," "believes," "potential," "continue," "anticipates," "estimates," "expects," "plans," "intends," "may," "could," "might," "likely," "will," "should" or other words that convey uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, including statements regarding our ability to regain compliance with the Nasdaq continued listing requirements and the outcome of any hearing we might request. Any or all of the forward-looking statements may turn out to be wrong or be affected by assumptions we make that later turn out to be incorrect, or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability to regain compliance with Nasdaq's continued listing requirements or otherwise maintain compliance with any other listing requirement of the Nasdaq Capital Market, the potential de-listing of our shares from the Nasdaq Capital Market due to our failure to comply with the Equity Requirement, and the other risks set forth in our filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances unless required by law.