As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/30/15  Avinger Inc                       S-1MEF      1/30/15    3:84K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Registration of Additional Securities               HTML     50K 
 2: EX-5.1      Opinion re: Legality                                HTML     10K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      5K 

As filed with the Securities and Exchange Commission on January 30, 2015

Registration No. 333-       

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

AVINGER, INC.

(Exact name of registrant as specified in its charter)

 

 

400 Chesapeake Drive

Redwood City, California 94063

(650) 241-7900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Jeffrey M. Soinski

Chief Executive Officer

Avinger, Inc.

400 Chesapeake Drive

Redwood City, California 94063

(650) 241-7900
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

 

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x  333-201322

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be registered (1)		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee(2)
Common Stock, $0.001 par value per share		442,309 shar	es	$	13.00		$	5,750,017		$	668

 

(1)          Represents only the additional number of shares being registered and includes 57,693 additional shares that the underwriters have the option to purchase.  In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, the amount being registered does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-201322).

 

(2)          The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The Registrant previously registered securities at an aggregate offering price not to exceed $74,307,674 on a Registration Statement on Form S-1 (File No. 333-201322), which was declared effective by the Securities and Exchange Commission on January 29, 2015. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $5,750,017 is hereby registered.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1(1)		Power of Attorney

 

(1)                   Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-201322), originally filed with the Securities and Exchange Commission on January 20, 2015 and incorporated by reference herein.

 

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