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): February 25, 2021

PAVMED INC.

(Exact Name of Registrant as Specified in Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 8.01. Other Events

On February 25, 2021, PAVmed Inc. (the “Company”) closed on the sale of 9,782,609 shares of its common stock, pursuant to its previously announced underwritten offering of shares of common stock (the “Offering”). The Company received estimated net proceeds of approximately $41.2 million from the sale of the shares in the Offering, after the deduction of underwriter discounts and commissions and approximately $0.4 million of estimated offering expenses payable by the Company.

Cantor Fitzgerald & Co. acted as the sole book-running manager in connection with the Offering.

The Offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-248709), which was filed with the Securities and Exchange Commission (“SEC”) on September 10, 2020 and declared effective by the SEC on September 17, 2020, and a registration statement on Form S-3 (Registration No. 333-253384), which was filed with the SEC on February 23, 2022 and became immediately effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended. The Offering is described in more detail in a prospectus supplement and accompanying base prospectus filed with the SEC on February 23, 2021.

On February 25, 2021, the Company issued a press release announcing that it had closed the Offering. The press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits

(d) Exhibits:

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.