PAVmed Inc. Files 8-K: Delisting Notice, Equity Sales, Bylaw Changes

TL;DR

PAVM got a delisting warning, sold unregistered shares, and changed its bylaws. Big changes ahead.

AI Summary

PAVmed Inc. filed an 8-K on January 21, 2025, reporting a notice of delisting or failure to satisfy continued listing rules, unregistered sales of equity securities, and material modifications to security holder rights. The company also reported amendments to its articles of incorporation or bylaws and other events. The report covers events as of January 17, 2025.

Why It Matters

This filing indicates potential issues with PAVmed Inc.'s stock listing status and reveals unregistered sales of equity, which could impact existing shareholders and the company's financial structure.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules is a significant risk factor that could lead to the stock being removed from an exchange.

Key Players & Entities

• PAVmed Inc. (company) — Filer of the 8-K report
• January 17, 2025 (date) — Earliest event date reported
• January 21, 2025 (date) — Date of the 8-K filing

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, Par Value $0.001 Per Share PAVM The Nasdaq Stock Mar
• $22,347,543 — Company ") consummated the exchange of $22,347,543 in principal amount of its outstanding
• $6.6 million — ining Convertible Note is approximately $6.6 million. The exchange was completed pursuant
• $1.068 — ck at the voluntary conversion price of $1.068 per share, we estimate that we would is
• $0.2136 — ersion price and a floor price equal to $0.2136 per share. If the Series C Preferred St
• $35 million — ecurities had been below the minimum of $35 million required for continued inclusion on the
• $2.5 million — things, that the Company have at least $2.5 million in stockholders' equity, in lieu of Nas

Filing Documents

• form8-k.htm (8-K) — 53KB
• ex4-1.htm (EX-4.1) — 347KB
• 0001493152-25-003053.txt ( ) — 702KB
• pavm-20250117.xsd (EX-101.SCH) — 4KB
• pavm-20250117_def.xml (EX-101.DEF) — 29KB
• pavm-20250117_lab.xml (EX-101.LAB) — 36KB
• pavm-20250117_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): January 17, 2025 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth and incorporated by reference under Item 3.02 is incorporated under this item by reference. Item 3.02. Unregistered Sales of Equity Securities. On January 17, 2025, PAVmed Inc. (the " Company ") consummated the exchange of $22,347,543 in principal amount of its outstanding Senior Secured Convertible Notes issued pursuant to that certain Securities Purchase Agreement dated as of March 31, 2022 (the " Convertible Notes "), and interest thereon, for 22,347 shares of its Series C Convertible Preferred Stock, par value $0.001 per share (the " Series C Preferred Stock "). The outstanding principal balance of the remaining Convertible Note is approximately $6.6 million. The exchange was completed pursuant to the previously disclosed Exchange Agreement (the " Debt Exchange Agreement "), dated November 15, 2024, between the Company and the holder of the Convertible Notes. The key terms of the Debt Exchange Agreement are described in the Company's current report on Form 8-K, filed on November 21, 2024 (the " Signing 8-K "), which description is incorporated herein by reference. Immediately prior to consummation of the exchange, the Company filed 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, which acted as amendment to the Company's certificate of incorporation. The key terms of the Series C Preferred Stock, including the terms of conversion thereof and the effect of the issuance thereof on the holders of the Company's common stock, are described in the Signing 8-K, which description is incorporated herein by reference. If all the shares of Series C Preferred Stock issued pursuant to the Debt Exchange Agreement are converted into the Company's common stock at the voluntary conversion price of $1.068 per share, we estimate that we would issue 20,924,157 shares upon conversion of the Series C Preferred Stock. Upon the occurrence of certain events, the Series C Preferred Stock also may be converted into shares of the Company's common stock at a conversion price based on the then-current market price, Stock was converted into shares of common stock at the floor price, we estimate that we would issue 104,620,787 shares upon conversion of the Series C Preferred Stock. The offer and sale of the Series C Preferred Stock pursuant to the Debt Exchange Agreement, and the offer and sale of the Company's common stock issuable under such Series C Preferred Stock, are exempt from the registration requirements of the Securitie

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