EX-99.(A)(1)(E) 6 exa1e.htm

 

Exhibit (a)(1)(E)

 

NOTICE OF GUARANTEED DELIVERY

 

IN CONNECTION WITH

 

OFFER TO EXERCISE

 

WARRANTS TO PURCHASE COMMON STOCK

 

OF

 

PAVMED INC.

 

This Notice of Guaranteed Delivery is provided by PAVmed Inc., a Delaware corporation (the “Company”), in connection with the Offer to Exercise Warrants to Purchase Common Stock of PAVmed Inc., dated January 11, 2018, as may be amended or supplemented (the “Offer to Exercise”). The Company is providing the holders of the Series W Warrants the opportunity to exercise their warrants at a temporarily reduced cash exercise price of $2.00 per share of common stock, upon the terms set forth in the enclosed Offer to Exercise. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Exercise.

 

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to participate in and exercise Series W Warrants pursuant to the Offer to Exercise, if  (1) Series W Warrants are not immediately available or Series W Warrant holders cannot deliver Series W Warrants to Continental Stock Transfer & Trust Company (the “Depositary Agent”) prior to the Expiration Date (as defined below); or (2) time will not permit all required documents, including the Series W Warrants, a properly completed and duly executed Election to Participate and Exercise Warrants, and any other required documents, to reach the Depositary Agent prior to 11:59 p.m., Eastern Time, on February 8, 2018 (as it may be extended, the “Expiration Date”).

 

The Depositary Agent may be reached at:

 

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, NY 10004-1561

Attention: Reorganization Department

Telephone: (917) 262-2378

Facsimile: (212) 616-7610

 

This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by hand, mail, or overnight courier to the Depositary Agent, as described in “Description of the Offer to Exercise — Section 8. Procedure for Participating in Offer to Exercise and Exercising Series W Warrants” of the Offer to Exercise. The method of delivery of all required documents is at your option and risk. If delivery is by mail, it is recommended that you use registered mail with return receipt requested (properly insured).

 

   

 

 

For this Notice of Guaranteed Delivery to be validly delivered, it must be received by the Depositary Agent at the above address on or prior to the Expiration Date. You must also deliver payment to the Depositary Agent on or prior to the Expiration Date in the amount equal to $2.00 per share multiplied by the number of Series W Warrants to be exercised.

 

DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN THE ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERY TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AGENT AND WILL NOT CONSTITUTE A VALID DELIVERY.

 

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Election to Participate is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Election to Participate.

 

   

 

 

Ladies and Gentlemen:

 

The undersigned hereby elects to exercise the below described Series W Warrants of the Company, pursuant to the Company’s Offer to Exercise and the related Election to Participate and Exercise Warrants (the receipt of which are hereby acknowledged), at a temporarily reduced exercise price of $2.00 per share of common stock, in accordance with the guaranteed delivery procedure described in “Description of the Offer to Exercise — Section 8. Procedure for Participating in Offer to Exercise and Exercising Series W Warrants” of the Offer to Exercise.

 

The undersigned understands that no withdrawal of a tender of Series W Warrants may be made after the Expiration Date other than as set forth in the Offer to Exercise. The undersigned understands that for a withdrawal of a tender of Series W Warrants to be effective, it must be made in accordance with the procedures set forth in “Description of the Offer to Exercise — Section 10. Withdrawal Rights” of the Offer to Exercise.

 

The undersigned understands that, in order to participate in the Offer to Exercise and exercise Series W Warrants to receive the number of shares of Company common stock issuable therefor at the temporarily reduced exercise price of $2.00 per share, the undersigned must deliver, or instruct a broker or other nominee to deliver, within two NASDAQ trading days after the execution hereof, all of the applicable Acceptance and Exercise Deliveries to the Depositary Agent as follows:

 

  (i) if the Series W Warrants are held electronically in “street name” through a broker or other nominee:
       
    a. an Agent’s Message with respect to a book-entry transfer of your Series W Warrants; and
       
    b. a book-entry confirmation of the transfer of the Series W Warrants into the Depositary Agent’s account; or
       
  (ii) if the undersigned is the holder of record of Series W Warrants:
       
    a. a signed copy of the Election to Participate and Exercise Series W Warrants; and
       
    b. the original copy of the Series W Warrants or an Affidavit of Loss and Indemnification Agreement; and
       
  (iii) any other documents required by the Election to Participate and Exercise Series W Warrants.

 

The undersigned further understands that payment must be delivered to the Depositary on or prior to the Expiration Date in the amount equal to $2.00 per share multiplied by the number of Series W Warrants to be exercised.

 

   

 

 

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding on the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

 

Please list the Series W Warrants the undersigned elects to exchange.

 

Series W Warrant
Certificate Number(s)
and/or Book-Entry Account
Number(s) (as applicable)
  Number of Series W
Warrants Represented by
Warrant Certificate and/or
Book-Entry Account Number
listed in the previous column
Number of Series W
Warrants Being
Exercised
           
1)            
           
2)        
           
3)        
           
4)          
           
5)        

 

     

Total Number of Series W Warrants Being Exercised

   

 

[SIGNATURES BEGIN ON NEXT PAGE]

 

   

 

 

SIGNATURES

 

     
Signature of Series W Warrant Holder(s)   Date
     
     
Name(s) of Series W Warrant Holder(s)    
     
Address: (include city, state, zip code):   Telephone: ___________________
     
     
     
     
     
     

 

If Series W Warrants will be tendered by book-entry transfer:

 

   
Name of Tendering Institution  
   
   
Principal Account Number  

 

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Series W Warrants exactly as its (their) name(s) appear(s) on certificates for Series W Warrants or on a security position listing as the owner of Series W Warrants, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

 

Name(s)/Titles(s)/Signature(s) of Registered Holders (Please Print)

 

By:     By:  
         
Name:     Name:  
         
Title:     Title:  
         
Address:     Address:  
         
         

 

   

 

 

GUARANTEE OF DELIVERY

(MUST BE COMPLETED; NOT TO BE USED FOR SIGNATURE GUARANTEE)

 

The undersigned, a bank, broker dealer, credit union, savings association, or other entity that is a member in good standing of the Securities Transfer Agents Medallion Signature Guarantee Program or a bank, broker, dealer, credit union, savings association, or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “Eligible Institution”), guarantees delivery to the Depositary Agent of the Series W Warrants tendered, in proper form for transfer (or confirmation of book-entry transfer of the Series W Warrants into the Depositary Agent’s account at the DTC facility), together with a properly completed and duly executed Election(s) to Participate and Exercise Warrants, and any other required documents, all within two (2) NASDAQ trading days after the date hereof.

 

The Eligible Institution that completes this form must communicate the guarantee to the Depositary Agent and must deliver the Election to Participate and certificates for Series W Warrants to the Depositary Agent (or confirmation of the book-entry transfer of the Series W Warrants into the Depositary Agent’s account at the DTC), within the time set forth above. The undersigned acknowledges that failure to do so could result in a financial loss to such Eligible Institution.

 

   
Name of Firm  
   
   
Authorized Signature  
   
   
Name (Please Print)  
   
   
Title  
   
   
Address  
   
   
City, State, Zip Code  
   
   
Telephone Number  
   
   
Date  

 

NOTE: DO NOT SEND SERIES W WARRANTS WITH THIS FORM. SERIES W WARRANTS (OR CONFIRMATION OF BOOK-ENTRY TRANSFER) SHOULD BE SENT WITH THE ELECTION TO EXERCISE TO THE DEPOSITARY AGENT.