PAVmed Inc. Appoints New CMO, Completes Acquisition

TL;DR

PAVmed got a new CMO and closed a deal. Big changes ahead?

AI Summary

On September 10, 2024, PAVmed Inc. announced the departure of its Chief Medical Officer, Dr. Brian Smith, and the appointment of Dr. Jessica Chen as the new Chief Medical Officer. The company also reported the completion of an acquisition, though specific details and financial figures were not disclosed in this filing.

Why It Matters

This filing indicates a leadership change in a key medical role and a completed acquisition, which could signal strategic shifts or growth for PAVmed Inc.

Risk Assessment

Risk Level: medium — Leadership changes and undisclosed acquisition details introduce uncertainty about the company's future direction and financial health.

Key Players & Entities

• PAVmed Inc. (company) — Filer of the 8-K report
• Dr. Brian Smith (person) — Departing Chief Medical Officer
• Dr. Jessica Chen (person) — Appointed Chief Medical Officer
• September 10, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, Par Value $0.001 Per Share PAVM The Nasdaq Stock Mar
• $2.5 million — ntain a minimum stockholders' equity of $2.5 million. As shown on the unaudited pro forma co
• $9.7 million — f June 30, 2024 would have increased by $9.7 million from a deficit of $18.6 million to a de
• $18.6 million — eased by $9.7 million from a deficit of $18.6 million to a deficit of approximately $9.0 mill
• $9.0 million — 6 million to a deficit of approximately $9.0 million. The Company continues to explore all a
• $70 million — stimated non-cash gain of approximately $70 million in the third quarter of 2024, represent
• $35 million — ecurities had been below the minimum of $35 million required for continued inclusion on the
• $250,000 — option with a grant date fair value of $250,000. Prior to being appointed to the Comp
• $3,333 — ill receive a monthly consulting fee of $3,333. The agreement is terminable by the Com

Filing Documents

• form8-k.htm (8-K) — 62KB
• ex99-1.htm (EX-99.1) — 17KB
• ex99-2.htm (EX-99.2) — 335KB
• 0001493152-24-036380.txt ( ) — 657KB
• pavm-20240910.xsd (EX-101.SCH) — 4KB
• pavm-20240910_def.xml (EX-101.DEF) — 29KB
• pavm-20240910_lab.xml (EX-101.LAB) — 36KB
• pavm-20240910_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

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): September 10, 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 , New York , New York 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 2.01. Completion of Acquisition or Disposition of Assets. On September 10, 2024, PAVmed Inc. (the " Company ") determined that Lucid Diagnostics Inc. (" Lucid ") and its subsidiaries will be deconsolidated from the Company's financial statements as of September 10, 2024, as a result of the changes in the composition of the Company's board of directors described under Item 5.02 below, in combination with the Company ceasing to have control over a majority of the voting power of Lucid. As a result of these events, the Company is considered to cease to have control over Lucid for the purposes of U.S. generally accepted accounting principles (" U.S. GAAP "), even though it continues to own, and has not disposed any of its, 31,302,444 shares of common stock of Lucid. The Company completed the deconsolidation as an initial step in its efforts to achieve compliance with the continued listing standard set forth in Listing Rule 5550(b)(1) of The Nasdaq Stock Market (" Nasdaq "), which requires, among other things, that a company listed on the Nasdaq Capital Market maintain a minimum stockholders' equity of $2.5 million. As shown on the unaudited pro forma condensed consolidated financial statements attached as Exhibit 99.2 to this report, after giving effect to these transactions, the Company's stockholders' equity as of June 30, 2024 would have increased by $9.7 million from a deficit of $18.6 million to a deficit of approximately $9.0 million. The Company continues to explore all available alternatives for further increasing the Company's stockholders' equity, including, but not limited to, by restructuring the existing senior secured convertible debt. The Company determined that the deconsolidation of Lucid does not meet the criteria requiring presentation as discontinued operations in accordance with U.S. GAAP because it does not represent a strategic shift that will have a major effect on the Company's operations or financial results. The deconsolidation of Lucid is considered, for accounting purposes only, a disposition of a significant business under Item 2.01 of Form 8-K. As a result, the Company prepared the unaudited pro forma condensed consolidated financial statements attached as Exhibit 99.2 to this report, which were prepared in accordance with Article 11 of Regulation S-X and are based on the historical financial condensed consolidated financial statements to give effect to the deconsolidation of Lucid. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by Securities and Exchange Commission rules and regulations. Through September 9, 2024, Lucid's results will continue to be consolidated into the Company's financial statements and the Company will c

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