PAVmed Inc. Files 8-K on Equity Sales and Security Holder Rights

TL;DR

PAVM filed an 8-K on Nov 15, 2024, detailing unregistered equity sales and changes to security holder rights.

AI Summary

On November 15, 2024, PAVmed Inc. entered into a material definitive agreement related to unregistered sales of equity securities. This filing also addresses material modifications to the rights of security holders and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates potential dilution or changes in the rights of existing shareholders due to unregistered equity sales.

Risk Assessment

Risk Level: medium — Unregistered equity sales can lead to dilution and uncertainty for existing shareholders.

Key Players & Entities

• PAVmed Inc. (company) — Registrant
• November 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, Par Value $0.001 Per Share PAVM The Nasdaq Stock Mar
• $22,347,543.00 — Agreement provides for the exchange of $22,347,543.00 in principal amount of the Convertible
• $22.347 million — f the Exchange, the Holder will acquire $22.347 million in shares of Series C Preferred Stock.
• $6.4 million — Convertible Note will be approximately $6.4 million. Series C Preferred Stock Upon the
• $1,000 — erred Stock will have a stated value of $1,000, and will entitle the holder thereof to
• $1.068 — at an initial fixed conversion price of $1.068 per share, subject to certain adjustmen
• $0.2136 — the case of clause (ii), not less than $0.2136 (as adjusted for stock splits, stock di
• $5 million — h an aggregate stated value of at least $5 million at the same redemption price (a " Quali
• $8.0 million — ompany's available cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the
• $75 million — alization shall at no time be less than $75 million (the " Financial Tests "). 3 Stockh
• $0.85 — er share of Lucid common stock equal to $0.85 per share (as adjusted for stock splits
• $2,652,456.76 — e satisfied through the cancellation of $2,652,456.76 of certain unsecured debt obligations o
• $2.653 million — f the Purchase, the Holder will acquire $2.653 million in shares of Series C Preferred Stock.

Filing Documents

• form8-k.htm (8-K) — 84KB
• ex4-1.htm (EX-4.1) — 352KB
• ex10-1.htm (EX-10.1) — 328KB
• ex10-2.htm (EX-10.2) — 293KB
• 0001493152-24-047156.txt ( ) — 1503KB
• pavm-20241115.xsd (EX-101.SCH) — 4KB
• pavm-20241115_def.xml (EX-101.DEF) — 29KB
• pavm-20241115_lab.xml (EX-101.LAB) — 36KB
• pavm-20241115_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): November 15, 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 1.01. Entry into a Material Definitive Agreement Debt Exchange On November 15, 2024, PAVmed Inc. (the " Company ") entered into an Exchange Agreement (the " Debt Exchange Agreement ") with the holder (the " Holder ") of its outstanding Senior Secured Convertible Notes issued pursuant to that certain Securities Purchase Agreement dated as of March 31, 2022 (the " Convertible Notes "). The Debt Exchange Agreement provides for the exchange of $22,347,543.00 in principal amount of the Convertible Notes and interest thereon for 22,347 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the " Series C Preferred Stock "), of the Company (the " Exchange "). The consummation of the Debt Exchange Agreement is subject to customary closing conditions, including obtaining the Debt Exchange Stockholder Approval (as defined below), which the Company will seek at a special meeting of its stockholders to be held no later than January 31, 2025. Assuming the closing conditions are satisfied or waived, upon consummation of the Exchange, the Holder will acquire $22.347 million in shares of Series C Preferred Stock. The outstanding principal balance of the remaining Convertible Note will be approximately $6.4 million. Series C Preferred Stock Upon the consummation of the Exchange, the Company will file a certificate of designations (the " Certificate of Designations ") with the Secretary of State of the State of Delaware, setting forth the resolution of the Company's board of directors designating up to 25,000 shares of Series C Preferred Stock and fixing the terms of the Series C Preferred Stock. The key terms of the Series C Preferred Stock will be as follows: General . Each share of Series C Preferred Stock will have a stated value of $1,000, and will entitle the holder thereof to a preferred dividend at a rate of 7.875% per annum, payable quarterly in arrears. The Series C Preferred Stock will be pari passu with the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the " Series B Preferred Stock "), and will be required to be senior to all of the Company's other equity securities. Liquidation Preference . Upon liquidation, a holder of Series C Preferred Stock will be entitled to receive in cash out of the assets of the Company, before any amount would be paid to the holders of any of shares of the Company's common stock, but pari passu with the holders of any Series B Preferred Stock then outstanding, an amount per share equal to the greater of (A) the sum of (i) 110% of the stated value (plus any accrued and unpaid dividends or other amounts then payable thereon) of such share of Series C Preferred Stock then outstanding and (ii) a ratable portion of 100% of the stated value (plus any accrued and unpaid dividends or other amounts then payable the

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View this 8-K filing on SEC EDGAR