Item 5.02. Submission of Matters to a Vote of Security Holders.

On October 14, 2022, Avinger, Inc., (the "Company"), held its 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting") and the shareholders of the Company approved the amendment to the Company's 2015 Equity Incentive Plan to (i) increase the number of shares reserved for issuance under the plan by 1,750,000 shares and (ii) remove provisions providing for the automatic annual increase in the shares reserved for issuance under the plan (as so amended, the "Plan"). The Company's Board of Directors (the "Board") approved the Plan Amendment on April 5, 2022. With shareholder approval obtained, the Plan, as amended, is effective as of October 14, 2022. Subject to adjustment in certain circumstances, the Plan, as amended, authorizes up to 1,805,839 shares of common stock for issuance. Any employee, officer, non-employee Director, consultant, independent contractor, or advisor of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan. Generally, grants may be made in any of the following forms:

? Stock Options

? Stock Appreciation Rights

? Restricted Stock and Restricted Stock Units

? Other Stock-Based Awards

A summary of the Plan appears on pages 22 to 28 of the Company's Proxy Statement filed with the Securities and Exchange Commission on August 30, 2022, as supplemented on September 13, 2022 and September 20, 2022, and is incorporated by reference herein. The foregoing description of the Plan and the summary included in the Company's Proxy Statement are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2022 Annual Meeting, the Company's shareholders voted on the following proposals. The matters before the 2022 Annual Meeting are described in more detail in the Company's definitive proxy statement filed with the United States Securities and Exchange Commission on August 30, 2022, as supplemented on September 13, 2022 and September 30, 2022.

Proposal No. 1 - Election of Directors: The following nominee was elected as a Class I director to serve until the 2025 annual meeting of stockholders and until his successor is duly elected and qualified:



                                            Broker Non-
  Nominee      Votes For   Votes Withheld      votes
Jeff Soinski    986,152       602,803        1,659,537

Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm: The appointment of Moss Adams LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2022 was ratified:



Votes For   Votes Against   Abstentions   Broker Non-votes
2,923,724      233,059        91,709             -

Proposal No. 3 - Advisory Vote to Approve Executive Compensation: The stockholders voted, on an advisory basis, in favor of the compensation paid to the Company's named executive officers, as disclosed in the Executive Compensation section of the Company's definitive proxy statement:



Votes For   Votes Against   Abstentions   Broker Non-votes
1,001,896      459,597        127,462        1,659,537





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Proposal No. 4 - Amendment to 2015 Equity Incentive Plan: amendment to the company's 2015 Equity Incentive Plan to (i) increase the number of shares reserved for issuance under the plan by 1,750,000 shares and (ii) remove provisions providing for the automatic annual increase in the shares reserved for issuance under the plan, as described in the Company's definitive proxy statement, was approved:



Votes For   Votes Against   Abstentions   Broker Non-votes
 896,069       685,836         7,050         1,659,537

Proposal No. 5 - Approval of the Adjournment of the Annual Meeting: The adjournment of the Annual Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals was approved:

Votes For Votes Against Abstentions Broker Non-votes 2,050,375 1,072,765 125,352

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Item 9.01. Financial Statements and Exhibits.



Exhibit No.   Description
10.1            Amended and Restated 2015 Equity Incentive Plan
104           Cover Page Interactive Data File, formatted in Inline XBRL

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