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
Date
of Report (Date of earliest event reported):
| (Exact Name of Registrant as Specified in Charter) |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
| 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 | ||
| The Stock Market LLC | ||||
| The 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.
Effective as of October 17, 2023, Lucid Diagnostics Inc. (the “Lucid Diagnostics”), a majority owned subsidiary of PAVmed Inc. (the “Company”), entered into subscription agreements (each, a “Subscription Agreement”) with certain accredited investors for the sale of 5,000 shares of newly designated Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”), at a purchase price of $1,000 per share, for aggregate gross proceeds to Lucid of $5.0 million, in a private placement (the “Preferred Offering”). The closing of the sale occurred on October 18, 2023. In connection with the sale, on the day of the closing (the “Effective Date”), Lucid filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A-1 Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”). The Certificate of Designation, the Subscription Agreements and the Preferred Offering, including the related Registration Rights Agreement (the “Registration Rights Agreement”), are described in more detail in the Current Report on Form 8-K filed by Lucid on October 18, 2023 (the “Preferred Offering 8-K”), and such description is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information included in Item 3.02 of the Preferred Offering 8-K is incorporated by reference into this Item 3.03 of this Current Report to the extent required.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Form of Registration Rights Agreement.(1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
(1) Incorporated by reference to Exhibit 10.1 of the Preferred Offering 8-K.
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: October 18, 2023 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||
Cover |
Oct. 17, 2023 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 17, 2023 |
| Entity File Number | 001-37685 |
| Entity Registrant Name | PAVMED INC. |
| Entity Central Index Key | 0001624326 |
| Entity Tax Identification Number | 47-1214177 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 360 Madison Avenue |
| Entity Address, Address Line Two | 25th Floor |
| Entity Address, Postal Zip Code | 10017 |
| City Area Code | (917) |
| Local Phone Number | 813-1828 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Common Stock, Par Value $0.001 Per Share | |
| Title of 12(b) Security | Common Stock, Par Value $0.001 Per Share |
| Trading Symbol | PAVM |
| Security Exchange Name | NASDAQ |
| Series Z Warrants to Purchase Common Stock | |
| Title of 12(b) Security | Series Z Warrants to Purchase Common Stock |
| Trading Symbol | PAVMZ |
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