PAVmed shareholders as of January 15, 2024 will participate in distribution
of approximately 3.3 million shares of Lucid common stock
1-for-15 reverse stock split to be effective
as of market open on December 7,
2023
NEW
YORK, Dec. 4, 2023 /PRNewswire/
-- PAVmed Inc. (Nasdaq: PAVM, PAVMZ)
("PAVmed" or the "Company"), a diversified commercial-stage medical
technology company, operating in the medical device, diagnostics,
and digital health sectors today announced a dividend of
approximately 3.3 million shares of common stock of its
majority-owned subsidiary, Lucid Diagnostics Inc. (Nasdaq:
LUCD), which equals the number of shares PAVmed will receive in the
contemporaneous partial settlement of outstanding intercompany debt
owed to PAVmed by Lucid. PAVmed shareholders as of
January 15, 2024, will participate in
the dividend distribution. PAVmed also announced that it will
conduct a 1-for-15 reverse stock split of its own common
stock.
Lucid Common Stock Dividend
The PAVmed Board of Directors has declared a dividend of
approximately 3.3 million shares of Lucid common stock with a
record date of January 15, 2024. All
holders of PAVmed capital stock as of such date will participate in
the dividend on a pro rata basis.
Contemporaneous with the dividend, Lucid will issue to PAVmed an
equivalent number of shares of Lucid common stock as payment for
the portion of intercompany debt owed to PAVmed that Lucid incurred
during fiscal year 2022. As a result, the number of shares of Lucid
common stock held by PAVmed will remain unchanged following the
distribution.
"This distribution is emblematic of our strong commitment to
maximizing value for our shareholders," said Lishan Aklog, M.D., PAVmed's Chairman and Chief
Executive Officer. "We believe, in light of market conditions
for both PAVmed and Lucid, that it is in our shareholders' best
interests to allow them to directly hold a portion of Lucid shares
in which they have or would have a beneficial interest through
PAVmed. I am particularly pleased that we were able to
structure the distribution in conjunction with the repayment of
intercompany debt such that PAVmed's ownership of Lucid shares
remains unchanged. We will continue to closely monitor market
conditions as we consider other such opportunities to deliver value
for our shareholders in the future."
PAVmed expects the distribution to be made within 30 days of the
January 15, 2024 record
date.
Reverse Stock Split
The reverse stock split will become effective on December
7, 2023, at 12:01 a.m. Eastern
Time. The Company's common stock will continue to trade on
the Nasdaq Capital Market ("Nasdaq") under the symbol "PAVM" and
will begin trading on a split-adjusted basis at the opening of the
market on December 7, 2023 with the new CUSIP number,
70387R403. The reverse stock split is intended for the
Company to regain compliance with the $1.00 per share minimum bid price requirement for
continued listing of our common stock on Nasdaq.
The reverse stock split was approved by the Company's
stockholders at a special meeting of stockholders held
on March 31, 2023, with the specific ratio to be determined at
the discretion of the Company's board of directors within approved
parameters. The ratio of 1-for-15 was approved by the board
on November 28, 2023. At the effective time of the
reverse stock split, the authorized shares of our common stock will
be reduced from 250,000,000 to 50,000,000 (which reduction was
approved, subject to completion of the reverse stock split, by the
Company's stockholders at the same March 31,
2023 special meeting).
As a result of the reverse stock split, the number of shares of
common stock available for issuance under the Company's equity
incentive plan and employee stock purchase plan immediately prior
to the reverse stock split will be proportionately reduced.
In addition, the exercise prices of and number of shares subject to
the Company's outstanding Series Z Warrants, stock options and
convertible securities, and the conversion price of the Company's
outstanding convertible debt will likewise be proportionately
adjusted in accordance with their respective terms. In
conjunction with the reverse stock split, the Company will also be
extending the maturity date of the Series Z warrants by twelve
months, to April 30, 2025.
No fractional shares of our common stock will be issued in
connection with the reverse stock split. Stockholders that would
hold a fractional share of common stock as a result of the reverse
stock split will have such fractional shares rounded up to the
nearest whole share.
About PAVmed and its Subsidiaries
PAVmed Inc. is a diversified commercial-stage medical technology
company operating in the medical device, diagnostics, and digital
health sectors. Its majority-owned subsidiary, Lucid
Diagnostics, is a commercial-stage cancer prevention medical
diagnostics company that markets the
EsoGuard® Esophageal DNA Test and
EsoCheck® Esophageal Cell Collection Device—the
first and only commercial tools for widespread early detection of
esophageal precancer to mitigate the risks of esophageal cancer
deaths. Its other majority-owned subsidiary, Veris Health
Inc., is a digital health company focused on enhanced personalized
cancer care through remote patient monitoring using implantable
biologic sensors with wireless communication along with a custom
suite of connected external devices. Veris is concurrently
developing an implantable physiological monitor, designed to be
implanted alongside a chemotherapy port, which will interface with
the Veris Cancer Care Platform.
For more information about PAVmed, please
visit pavmed.com.
Forward-Looking Statements
This press release includes forward-looking statements that
involve risks and uncertainties. Forward-looking statements are any
statements that are not historical facts. Such forward-looking
statements, which are based upon the current beliefs and
expectations of PAVmed's and Lucid's management, are subject to
risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. Risks and uncertainties that
may cause such differences include, among other things, volatility
in the price of PAVmed's and Lucid's common stock; PAVmed's Series
Z warrants; general economic and market conditions; the
uncertainties inherent in research and development, including the
cost and time required to advance PAVmed's and Lucid's products to
regulatory submission; whether regulatory authorities will be
satisfied with the design of and results from PAVmed's and Lucid's
clinical and preclinical studies; whether and when PAVmed's and
Lucid's products are cleared by regulatory authorities; market
acceptance of PAVmed's and Lucid's products once cleared and
commercialized; PAVmed's and Lucid's ability to raise additional
funding as needed; and other competitive developments. In addition,
new risks and uncertainties may arise from time to time and are
difficult to predict. For a further list and description of these
and other important risks and uncertainties that may affect
PAVmed's and Lucid's future operations, see Part I, Item 1A, "Risk
Factors," in PAVmed's and Lucid's most recent Annual Report on Form
10-K filed with the Securities and Exchange Commission, as the
same may be updated in Part II, Item 1A, "Risk Factors" in any
Quarterly Report on Form 10-Q filed by PAVmed or Lucid after its
most recent Annual Report. PAVmed and Lucid disclaim any intention
or obligation to publicly update or revise any forward-looking
statement to reflect any change in its expectations or in events,
conditions, or circumstances on which those expectations may be
based, or that may affect the likelihood that actual results will
differ from those contained in the forward-looking statements.
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SOURCE PAVmed Inc.