PAVmed Inc. Files 8-K: Material Definitive Agreement

TL;DR

PAVM filed an 8-K on 3/12/24 for a material agreement & changes to security holder rights.

AI Summary

On March 12, 2024, PAVmed Inc. entered into a Material Definitive Agreement, the specifics of which are detailed in the filing. This event also constitutes a Material Modification to the Rights of Security Holders. The filing includes financial statements and exhibits related to these changes.

Why It Matters

This 8-K filing indicates significant changes in PAVmed Inc.'s agreements and potentially affects the rights of its security holders, requiring investor attention.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce significant changes to a company's operations and shareholder value.

Key Players & Entities

• PAVmed Inc. (company) — Registrant
• March 12, 2024 (date) — Date of earliest event reported
• 360 Madison Avenue (location) — Business and Mail Address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, Par Value $0.001 Per Share PAVM The Nasdaq Stock Mar
• $75 million — market capitalization not be less than $75 million. In consideration of the Amendment and
• $2,000,000 — y agreed to pay the holder of the Notes $2,000,000 in cash (or in such other form as may b

Filing Documents

• form8-k.htm (8-K) — 42KB
• 0001493152-24-009894.txt ( ) — 250KB
• pavm-20240312.xsd (EX-101.SCH) — 4KB
• pavm-20240312_def.xml (EX-101.DEF) — 26KB
• pavm-20240312_lab.xml (EX-101.LAB) — 36KB
• pavm-20240312_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 5KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2024 PAVMED INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37685 47-1214177 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 360 Madison Avenue , 25th Floor 10017 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (917) 813-1828 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, Par Value $0.001 Per Share PAVM The Nasdaq Stock Market LLC Series Z Warrants to Purchase Common Stock PAVMZ The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. Effective as of March 12, 2024, PAVmed Inc. (the " Company "), entered into an amendment and waiver (the " Amendment and Waiver ") with the holder of the senior secured convertible note issued by the Company as of April 4, 2022 (the " April 2022 Note ") and the secured convertible note issued by the Company as of September 8, 2022 (the " September 2022 Note ," and together with the April 2022 Note, the " Notes "). Pursuant to the Amendment and Waiver, the maturity date of the April 2022 Note was extended to April 4, 2025 and the maturity date of the September 2022 Note was extended to September 8, 2025, in each case subject to further extension in certain circumstances. The holder of the Notes also waived, for the period commencing on December 1, 2023 and ending on August 31, 2024, the financial covenant contained in the Notes requiring that the ratio of (a) the outstanding principal amount of the Notes, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company's average market capitalization over the prior ten trading days, not exceed 30%; provided that the Company's market capitalization not be less than $75 million. In consideration of the Amendment and Waiver, the Company agreed to pay the holder of the Notes $2,000,000 in cash (or in such other form as may be mutually agreed in writing) by April 25, 2024. Item 3.03. Material Modification to Rights of Security Holders. The information included in Item 1.01 is incorporated by reference into this Item 3.03 to the extent required. Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 14, 2024 PAVMED INC. By: /s/ Dennis McGrath Dennis McGrath President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR