Item 1.01. Entry into a Material Definitive Agreement

On January 22, 2021, Avinger, Inc. (the "Company") entered into Amendment No. 5 to Term Loan Agreement (the "Amendment") with CRG Partners III L.P. and certain of its affiliated funds, as lenders (the "Lenders"), which amended the Term Loan Agreement, dated as of September 22, 2015, by and among the Company, certain of its subsidiaries from time to time party thereto as guarantors and Lenders (as amended, the "Term Loan Agreement"). The Amendment amended the Term Loan Agreement to, among other things:





  - extend the maturity date of the loan from June 30, 2023 to December 31, 2025;


  - extend the interest only payment period through December 31, 2023;


  - extend the period by which the Company may elect to pay a portion, or all if
    no event of default has occurred or is continuing, of the interest in paid
    in-kind interest payments until December 31, 2023;


  - amend the on-going stand-alone representation and stand-alone event of default
    regarding "Material Adverse Change" such that any adverse change in or effect
    upon the revenue of the Company and its subsidiaries due to the outbreak of
    COVID-19, to the extent disclosed to the Lenders, will not constitute a
    Material Adverse Change;


  - change the date under the on-going stand-alone representation regarding no
    Material Adverse Change to December 31, 2020;


  - revise and extend the minimum annual revenue requirements through 2025.



The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure

On January 26, 2021, the Company issued a press release announcing the Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report and Exhibit 99.1 hereto are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information or that Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits





Exhibit No.                                Description
              Amendment No. 5 to Term Loan Agreement, dated January 22, 2021, made by
10.1        and among Avinger, Inc. and GRG Partners III L.P. and certain of its
            affiliated funds, as lenders.

99.1          Press Release, dated January 26, 2021.




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