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EX-3.2 - PAVmed Inc.ex3-2.htm
EX-3.1 - PAVmed Inc.ex3-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 20, 2018

 

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.)

 

One Grand Central Place, Suite 4600, New York, New York   10165
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 949-4319

 

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)).

 

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 [X]

 

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. [  ]

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 amends and restates in its entirety the Current Report on Form 8-K filed by PAVmed Inc. (the “Company”) on April 16, 2018.

 

 
 

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The information set forth under Item 5.03 below is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(A)       On March 23, 2018, PAVmed Inc. (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) with the Delaware Secretary of State. The Series B Certificate of Designation fixes the rights, preferences, powers, restrictions and limitations of the Series B Convertible Preferred Stock.

 

The Series B Convertible Preferred Stock has a par value of $0.001 per share, no voting rights, a stated value of $3.00 per share, and is immediately convertible upon its issuance. At the holders’ election, a share of Series B Convertible Preferred Stock is convertible into a number of shares of common stock of the Company at a common stock conversion exchange factor equal to a numerator of $3.00 and a denominator of $3.00, with such denominator not subject to further adjustment, except for the effect of stock dividends, stock splits or similar events affecting the Company’s common stock. The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash settle the B Convertible Preferred Stock. 

 

The Series B Convertible Preferred Stock provides for dividends at a rate of 8% per annum on the stated value of the Series B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s Board of Directors. The Series B Convertible Preferred Stock dividends from April 1, 2018 through October 1, 2021 are payable-in-kind in additional shares of Series B Convertible Preferred Stock. The dividends may be settled after October 1, 2021, at the option of the Company, through any combination of the issuance of additional Series B Convertible Preferred Stock, shares of common stock, and /or cash payment.

 

The forgoing description of the Series B Certificate of Designation does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Series B Certificate of Designation which is attached hereto as Exhibit 3.1.

 

(B)       On April 13, 2018, the Company filed a Certificate of Elimination of (i) the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock and (ii) the Certificate of Designation of Preferences, Rights and Limitations of the Series A-1 Convertible Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate from the Company’s Certificate of Incorporation (as amended) all matters set forth in (i) the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock and (ii) the Certificate of Designation of Preferences, Rights and Limitations of the Series A-1 Convertible Preferred Stock, which were previously filed with the Secretary of State of the State of Delaware on January 26, 2017 and August 4, 2017, respectively. 

 

As of the date hereof, there are no outstanding shares of the Company’s Series A Convertible Preferred Stock or Series A-1 Convertible Preferred Stock.

 

The forgoing description of the Certificate of Elimination does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Elimination which is attached hereto as Exhibit 3.2.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
   

3.1

 

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated as of March 23, 2018.

     
3.2  

Certificate of Elimination of the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock and the Certificate of Designation of Preferences, Rights and Limitations of the Series A-1 Convertible Preferred Stock, dated as of April 13, 2018.

 

 

 

 

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: April 20, 2018

 

  PAVMED INC.
     
  By: /s/ Lishan Aklog
    Lishan Aklog, M.D.
    Chief Executive Officer