Form 8-K - Current report

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): December 5, 2023

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.)

360 Madison Avenue, 25^thFloor		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 813-1828

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 $0.001 Per Share	PAVM	The Nasdaq Stock Market LLC
Series Z Warrants to Purchase Common Stock	PAVMZ	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 ☐

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 3.03.

Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein.

Item 5.03.

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

The board of directors (the “Board”) of PAVmed Inc., a Delaware corporation (the “Company”), has approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), at a ratio of 1-for-15 (the “Reverse Split”). The Reverse Split will become effective on Thursday, December 7, 2023 at 12:01 a.m. Eastern Time (the “Effective Time”).

As previously disclosed, at a special meeting of the Company’s stockholders held on March 31, 2023, the Company’s stockholders approved the Reverse Split, at a specific ratio, within a fixed range, to be determined by the Board in its sole discretion.

Reason for the Reverse Split

The Company is effecting the Reverse Split in order to regain compliance with the continued listing requirements for the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”).

As previously disclosed, on December 29, 2022, the Company received a notification letter from the Nasdaq Listing Qualifications Department stating that, for the prior 30 consecutive business days (through December 28, 2022), the closing bid price of the Company’s common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The initial notification letter stated that the Company would be afforded 180 calendar days (until June 27, 2023) to regain compliance, and that the Company could be eligible for additional time. Although the Company did not regain compliance within the initial 180 calendar day period, Nasdaq determined that the Company was eligible for an additional 180 calendar day period to regain compliance (until December 26, 2023).

By effecting the Reverse Split, the Company expects that the closing bid price of the Common Stock will increase above $1 per share. In order to regain compliance with Nasdaq Listing Rule 5550(a)(2), the closing bid price of the Company’s common stock must remain above $1 per share for a minimum of ten consecutive business days. Although no assurances can be provided, the Company further believes that Reverse Split will enable the Company to maintain its Nasdaq listing.

Effects of the Reverse Split

Effective Time; Symbol; CUSIP Number

The Reverse Split will become effective at the Effective Time and the Common Stock will began trading on a split-adjusted basis at the open of business on December 7, 2023. In connection with the Reverse Split, the CUSIP number for the Common Stock will change to 70387R 403. The trading symbol for the Company’s common stock, “PAVM,” will remain unchanged.

Split Adjustment; Treatment of Fractional Shares

At the Effective Time, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Effective Time divided by 15. The Company will issue one whole share of the post-Reverse Split Common Stock to any stockholder who otherwise would have been entitled to receive a fractional share as a result of the Reverse Split. As a result, no fractional shares will be issued in connection with the Reverse Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split.

Also at the Effective Time: (i) all options and warrants of the Company outstanding immediately prior to the Reverse Split, including the Company’s Series Z Warrants to Purchase Common Stock, will be adjusted by dividing the number of shares of Common Stock into which such options and warrants are exercisable by 15 and multiplying the exercise price thereof by 15, all in accordance with the terms of the plans, agreements or arrangements governing such options and warrants and subject to rounding pursuant to such terms; (ii) all the convertible securities of the Company outstanding immediately prior to the Reverse Split, including the Company’s Series B convertible preferred stock and the Company’s convertible notes, will be adjusted by multiplying the conversion price thereof by 15, in accordance with the terms of the plans, agreements or arrangements governing such convertible securities and subject to rounding pursuant to such terms; and (iii) the number of shares of Common Stock reserved for issuance under the Company’s long-term incentive equity plan and employee stock purchase plan, as well as the other amounts expressed in a number of shares set forth in such plans, will be proportionately adjusted.

Certificated and Non-Certificated Shares

Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Split will automatically be reflected in their brokerage accounts.

Stockholders holding paper certificates may send the certificates to the Company’s transfer agent and registrar, Continental Stock Transfer & Trust Company (“Continental”) at the address set forth below. Continental will issue a new stock certificate reflecting the Reverse Split to each requesting stockholder.

Continental can be contacted at:

Continental Stock Transfer & Trust Company
Reorganization Department
1 State Street, 30th Floor
New York, NY 10004-1561
(917) 262-2378

Delaware State Filing

On December 5, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware, pursuant to which, effective at 12:01 a.m. Eastern Time on December 7, 2023, the Reverse Split will be effected. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

Capitalization

As a result of the Reverse Split, every 15 outstanding shares of Common Stock will be combined into one share of Common Stock. The number of shares of Common Stock authorized for issuance under the Company’s Amended and Restated Certificate of Incorporation will be reduced from 250,000,000 to 50,000,000 shares. The number of shares of preferred stock authorized for issuance under the Company’s Amended and Restated Certificate of Incorporation will remain unchanged at 20,000,000 shares. The Reverse Split will not change the par value of the Common Stock or the Company’s preferred stock.

Immediately after the Reverse Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Split.

The above description of the Charter Amendment and the Reverse Split is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On December 4, 2023, the Company issued a press release announcing (i) a dividend to the holders of the Company’s capital stock of approximately 3.3 million shares of common stock of its majority-owned subsidiary, Lucid Diagnostics Inc. (the “Lucid Stock Dividend”), (ii) the Reverse Split, and (iii) that it will be extending the maturity date of the Company’s Series Z Warrants to Purchase Common Stock, by 12 months, to April 30, 2025. A copy of that press release is furnished as Exhibit 99.1 to this Current Report, and is incorporated herein by reference.

The accredited institutional investor that holds each of the Company’s Senior Secured Convertible Note, dated April 4, 2022, and the Company’s Senior Secured Convertible Note, dated September 8, 2022, has waived its right to participate in the Lucid Stock Dividend on an as-converted basis pursuant to the terms of such notes.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report, including Exhibit 99.1 attached hereto, involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks, uncertainties and other factors include, but are not limited to, those set forth herein and in the other documents filed by the Company with the Securities and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. The Company’s ability to maintain its listing on Nasdaq and its actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.		Description
3.1		Certificate of Amendment.
99.1		Press release.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 5, 2023	PAVMED INC.

	By:	/s/ Dennis McGrath
		Dennis McGrath
		President and Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

PAVMED INC.

—————————————————-

Pursuant to Section 242 of the

General Corporation Law of Delaware

—————————————————-

The undersigned Chairman of the Board and Chief Executive Officer of PAVmed Inc. (the “Corporation”) does hereby certify:

FIRST: The name of the Corporation is PAVmed Inc.

SECOND: Upon the Effective Time (as defined below) of this Certificate of Amendment of Certificate of Incorporation of the Corporation, each fifteen (15) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Split”). No fractional shares shall be issued at the Effective Time and, in lieu thereof, each stockholder who otherwise would have been entitled to receive a fractional share as a result of the Reverse Split shall instead be entitled to receive one additional whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

THIRD: Upon the Effective Time, the Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph of Article FOURTH in its entirety and by substituting the following new first paragraph of Article FOURTH in lieu thereof:

“FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 70,000,000 of which 50,000,000 shares shall be Common Stock of the par value of $.001 per share and 20,000,000 shares shall be Preferred Stock of the par value of $.001 per share.

FOURTH: This Certificate of Amendment of Certificate of Incorporation of the Corporation shall become effective as of December 7, 2023 at 12:01 a.m. Eastern Time (the “Effective Time”).

FIFTH: The foregoing amendment to the Corporation’s certificate of incorporation was duly adopted in accordance with the provisions of Sections 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has signed this certificate of amendment on this 5^th day of December, 2023.

	/s/ Lishan Aklog, M.D.
	Lishan Aklog, M.D.
	Chairman of the Board and Chief Executive Officer

Exhibit 99.1

PAVmed Announces Dividend of Lucid Diagnostics Common Stock and Reverse Stock Split

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, December 4, 2023 - 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.

Investor and Media Contact

Michael Parks

PAVmed and Lucid Diagnostics

484.356.7105

mep@pavmed.com

Cover	Dec. 05, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 05, 2023
Current Fiscal Year End Date	--12-31
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
Security Exchange Name	NASDAQ