PAVmed Inc. Files 8-K on Delisting Concerns

TL;DR

PAVM facing delisting issues, filing 8-K on potential listing rule failure.

AI Summary

PAVmed Inc. filed an 8-K on January 23, 2025, reporting a notice of delisting or failure to satisfy a continued listing rule. The filing also covers unregistered sales of equity securities and material modifications to security holder rights. The company, formerly known as PAXmed Inc., is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing indicates potential issues with PAVmed Inc.'s continued listing on an exchange, which could impact its stock price and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's stock trading status and investor confidence.

Key Players & Entities

• PAVmed Inc. (company) — Registrant
• PAXmed Inc. (company) — Former company name
• January 23, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, Par Value $0.001 Per Share PAVM The Nasdaq Stock Mar
• $1 — mon stock had been below the minimum of $1 per share required for continued listin
• $2.653 m — , for a purchase price of approximately $2.653 million, which was satisfied through the
• $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

Filing Documents

• form8-k.htm (8-K) — 51KB
• 0001493152-25-003631.txt ( ) — 265KB
• pavm-20250123.xsd (EX-101.SCH) — 4KB
• pavm-20250123_def.xml (EX-101.DEF) — 26KB
• pavm-20250123_lab.xml (EX-101.LAB) — 36KB
• pavm-20250123_pre.xml (EX-101.PRE) — 25KB
• 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 23, 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. On January 23, 2025, PAVmed Inc. (the " Company ") received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (" Nasdaq ") stating that, for the prior 30 consecutive business days (through January 22, 2025), the closing bid price of the Company's common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would be afforded 180 calendar days (until July 22, 2025) to regain compliance. In order to regain compliance, the closing bid price of the Company's common stock must be at least $1 for a minimum of ten consecutive business days. The notification letter also stated that, in the event the Company does not regain compliance within the initial 180-day period, the Company may be eligible for an additional 180-day period. If the Company is not eligible for the additional 180-day period, or if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will provide notice after the end of the initial 180-day period that the Company's securities will be subject to delisting. The Nasdaq notification has no effect at this time on the listing of the Company's common stock or Series Z warrants, and the common stock and Series Z warrants will continue to trade uninterrupted under the symbol "PAVM" and "PAVMZ," respectively, or on the Company's efforts to regain compliance with Nasdaq Listing Rule 5550(b)(2), as discussed in its current report on Form 8-K filed, on January 21, 2025. The Company intends to consider all available options to regain compliance with the Nasdaq listing standards. Item 3.02. Unregistered Sales of Equity Securities. On January 24, 2025, the Company consummated the sale of 2,653 shares of its Series C Convertible Preferred Stock, par value $0.001 per share (the " Series C Preferred Stock "), for a purchase price of approximately $2.653 million, which was satisfied through the cancellation of certain unsecured debt obligations owed by the Company. The sale was completed pursuant to the previously disclosed Securities Purchase Agreement, dated November 20, 2024 (the " Securities Purchase Agreement (Series C) "), between the Company and the holder of the Company's outstanding Senior Secured Convertible Notes issued pursuant to that certain Securities Purchase Agreement dated as of March 31, 2022. The key terms of the Securities Purchase Agreement (Series C) 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. T

View Full Filing

View this 8-K filing on SEC EDGAR