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EX-99.1 - PAVmed Inc.ex99-1.htm

 

 

 

UNITED STATES

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): March 31, 2020

 

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)).

 

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 $0.01 Per Share   PAVM   The Nasdaq Stock Market LLC
Series Z Warrants to Purchase Common Stock   PAVMZ   The Nasdaq Stock Market LLC
Series W Warrants to Purchase Common Stock   PAVMW   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 [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. [  ]

 

 

 

   
 

 

Item 7.01. Regulation FD Disclosure

 

As previously disclosed, on November 4, 2019, PAVmed, Inc. (the “Company”) consummated the sale to two institutional investors of two series of Senior Secured Convertible Notes in a private placement (the “Private Placement”). Each investor received one Series A Senior Secured Convertible Note (a “Series A Note”) and one Series B Senior Secured Convertible Note (a “Series B Note”). At the consummation of the Private Placement, the investors paid for their Series A Notes by delivering $6.3 million in cash and paid for their Series B Notes by delivering secured promissory notes with an aggregate principal amount of $6.3 million (the “Investor Notes”). Maxim Group LLC acted as financial advisor to the Company in the transaction.

 

On March 30, 2020, the investors prepaid the Investor Notes in full in cash. As a result of the prepayment, the Company received cash proceeds of $6.3 million. On March 31, 2020, the Company issued a press release announcing the receipt of the cash. Attached as Exhibit 99.1 to this Current Report is a copy of the press release, which is incorporated herein by reference.

 

The information furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

 

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
     
99.1   Press release.

 

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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: March 31, 2020 PAVMED INC.
     
By: /s/ Dennis M. McGrath
    Dennis M. McGrath
    President and Chief Financial Officer

 

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