Current Report Filing (8-k)
June 06 2023 - 4:31PM
Edgar (US Regulatory)
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2023-05-31
2023-05-31
0001624326
PAVM:CommonStockParValue0.001PerShareMember
2023-05-31
2023-05-31
0001624326
PAVM:SeriesZWarrantsToPurchaseCommonStockMember
2023-05-31
2023-05-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 31, 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, 25th
Floor |
|
10017 |
(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 $0.001 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
3.02. | Unregistered
Sales of Equity Securities. |
On
May 31, 2023, PAVmed Inc. (the “Company”) agreed to issue 1,500,000 shares (the “Shares”) of its
common stock to Sunrise Labs, Inc. (“Sunrise”). The Shares are being issued in payment of a $750,000 non-refundable
advance payment due in connection with Sunrise’s continued development of the electronics and firmware for the Veris Health implantable
physiologic monitor. On the six-month anniversary of the issuance of the Shares, the then-current market value of the Shares will be
determined based on the volume weighted average price per share of the common stock during the last ten trading days of such six-month
period (the “Value”). If the aggregate Value of the Shares is less than $750,000, the Company may, at its election,
either pay to Sunrise an amount in cash equal to the shortfall or issue to Sunrise a number of additional shares equal to the shortfall
divided by the greater of the Value and $0.10. In no event will the number of shares issued exceed 9.99% of the Company’s outstanding
common stock as of May 31, 2023.
As
previously discussed in the Company’s public filings, the implantable physiologic monitor that is covered by this Sunrise arrangement
is designed to provide continuous data on key physiologic parameters known to predict adverse outcomes in cancer patients undergoing
treatment. This arrangement with Sunrise will assist the Company in meeting its development timeline, while at the same time preserving
cash by using Shares to compensate Sunrise.
The
Shares issuable to Sunrise are being offered and sold in transactions exempt from registration under the Securities Act, in reliance
on the exemption afforded under Section 4(a)(2) thereof, because, among other things, the transaction did not involve a public offering,
Sunrise is an accredited investor, Sunrise is taking the securities for investment and not resale, and the Company took appropriate measures
to restrict the transfer of the securities.
Item
9.01. | Financial
Statements and Exhibits. |
Exhibit
No. |
|
Description |
|
|
|
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:
June 6, 2023 |
PAVMED
INC. |
|
|
|
|
By:
|
/s/
Dennis McGrath |
|
|
Dennis
McGrath |
|
|
President
and Chief Financial Officer |
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