UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 3.02. | Unregistered Sales of Equity Securities. |
On May 31, 2023, PAVmed Inc. (the “Company”) agreed to issue 1,500,000 shares (the “Shares”) of its common stock to Sunrise Labs, Inc. (“Sunrise”). The Shares are being issued in payment of a $750,000 non-refundable advance payment due in connection with Sunrise’s continued development of the electronics and firmware for the Veris Health implantable physiologic monitor. On the six-month anniversary of the issuance of the Shares, the then-current market value of the Shares will be determined based on the volume weighted average price per share of the common stock during the last ten trading days of such six-month period (the “Value”). If the aggregate Value of the Shares is less than $750,000, the Company may, at its election, either pay to Sunrise an amount in cash equal to the shortfall or issue to Sunrise a number of additional shares equal to the shortfall divided by the greater of the Value and $0.10. In no event will the number of shares issued exceed 9.99% of the Company’s outstanding common stock as of May 31, 2023.
As previously discussed in the Company’s public filings, the implantable physiologic monitor that is covered by this Sunrise arrangement is designed to provide continuous data on key physiologic parameters known to predict adverse outcomes in cancer patients undergoing treatment. This arrangement with Sunrise will assist the Company in meeting its development timeline, while at the same time preserving cash by using Shares to compensate Sunrise.
The Shares issuable to Sunrise are being offered and sold in transactions exempt from registration under the Securities Act, in reliance on the exemption afforded under Section 4(a)(2) thereof, because, among other things, the transaction did not involve a public offering, Sunrise is an accredited investor, Sunrise is taking the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 6, 2023 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||