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PROSPECTUS
SUPPLEMENT
|
Filed
pursuant to Rule 424(b)(5)
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|
(To Prospectus
dated October 6, 2017)
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Registration No. 333-220549
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2,000,000
Shares
Common
Stock
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Pursuant
to this prospectus supplement and the accompanying base prospectus, PAVmed Inc. is offering directly to investors an aggregate
of up to 2,000,000 shares of its common stock at a public offering price of $1.00 per share.
Our
common stock is listed for trading on the Capital Market of the Nasdaq Stock Market, or “
Nasdaq
,” under the
symbol “PAVM.” On May 3, 2019, the last reported sales price of our common stock was $1.32.
We
are conducting this offering on a “best efforts” basis. We have not engaged a placement agent or underwriter, and
are not paying any commission or compensation to any party, in connection with this offering.
The
aggregate market value of our outstanding voting and nonvoting common equity held by non-affiliates is approximately $28.0 million,
based on a last sale price of $1.32 per share of our common stock on May 3, 2019 and 21,204,439 outstanding shares of our common
stock held by non-affiliates. As of the date hereof, excluding the securities offered hereby, $1,680,000 of our securities have
been sold pursuant to General Instruction I.B.6 of Form S-3 during the preceding 12 months.
We
are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to
comply with certain reduced public company reporting requirements for this prospectus supplement and future filings.
Investing
in our securities involves a high degree of risk. See the section entitled “
Risk Factors
” beginning on page
S-8 of this prospectus supplement and page 4 of the accompanying base prospectus (and the reports referenced therein) for a discussion
of information that should be considered in connection with an investment in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
Delivery
of the shares is expected to be made against payment therefor on or about May 8, 2019.
The
date of this prospectus supplement is May 8, 2019.
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
BASE
PROSPECTUS
You
should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
base prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these
securities in any state or jurisdiction where the offer is not permitted.
This
prospectus supplement and the accompanying base prospectus are part of a registration statement on Form S-3 (Registration No.
333-220549) we filed with the Securities and Exchange Commission, or the “
SEC
,” using a “shelf”
registration process. Under this shelf process, we may, from time to time, sell or issue any of the combination of securities
described in the base prospectus in one or more offerings with a maximum aggregate offering price of up to $75,000,000. The base
prospectus provides you with a general description of us and the securities we may offer, some of which may not apply to this
offering. Each time we sell securities using the base prospectus, we provide a prospectus supplement that contains specific information
about the terms of that offering. A prospectus supplement may also add, update or change information contained in the base prospectus
and the documents incorporated by reference into this prospectus supplement or the accompanying base prospectus.
This
prospectus supplement provides specific details regarding this offering of up to 2,000,000 shares of our common stock, including
the offering price per share. To the extent there is a conflict between the information contained in this prospectus supplement
and the base prospectus, you should rely on the information in this prospectus supplement. This prospectus supplement, the base
prospectus and the documents we incorporate by reference herein and therein include important information about us and our common
stock, and other information you should know before investing. You should read both this prospectus supplement and the base prospectus,
together with the additional information in “
Where You Can Find More Information
” and “
Information
Incorporated by Reference
.”
You
should not assume the information appearing in this prospectus supplement or the base prospectus is accurate as of any date other
than the date on the front cover of the respective documents. You should not assume the information contained in the documents
incorporated by reference in this prospectus supplement or the base prospectus is accurate as of any date other than the respective
dates of those documents. Our business, financial condition, results of operations, and prospects may have changed since such
date.
We
have proprietary rights to trademarks used in this prospectus, including PAVmed™, PortIO
™
, Caldus
™
,
CarpX
™
, EsoGuard™, EsoCheck™, NextCath
™
, NextFlo
™
and “Innovating
at the Speed of Life™.” Solely for our convenience, trademarks and trade names referred to in this prospectus may
appear without the “®” or “™” symbols, but such references are not intended to indicate, in
any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights to these trademarks
and trade names.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary contains basic information about us and our business but does not contain all of the information that is important to
your investment decision. You should read this summary together with the more detailed information contained elsewhere in this
prospectus supplement and the accompanying base prospectus and the documents incorporated herein and therein by reference before
making an investment decision. Investors should carefully consider the information set forth under the caption “Risk Factors”
appearing elsewhere in this prospectus supplement, including those described in documents incorporated by reference herein.
Unless
otherwise indicated or unless the context otherwise requires, all references in this prospectus supplement to “PAVmed,”
the “Company” and “we,” “us” and “our” are to PAVmed Inc., a Delaware corporation,
and its subsidiaries, including Lucid Diagnostics, Inc., or “Lucid.”
Our
Company
PAVmed
is a highly-differentiated multi-product medical device company organized to advance a broad pipeline of innovative medical technologies
we believe address unmet clinical needs and possess attractive market opportunities to commercialization. Since our inception
on June 26, 2014, our activities have focused on advancing the lead products in our pipeline towards regulatory approval and commercialization,
while protecting our intellectual property, and strengthening our corporate infrastructure and management team. As resources permit,
we will continue to explore internal and external innovations that fulfill our project selection criteria without limiting ourselves
to any target specialty or condition.
Our
multiple products are in various phases of development and have yet to receive regulatory approval. We have filed final nonprovisional
patent applications for each of CarpX and PortIO and have obtained licenses for DisappEAR from Tufts University and a group of
academic centers, and for EsoGuard/EsoCheck from Case Western Reserve University. In July 2018, we hired a Chief Commercial Officer
to further develop and implement our commercialization strategy in the United States and commercialization partnerships worldwide.
The following is a brief overview of five lead products under development, including CarpX, EsoGuard/EsoCheck, PortIO, DisappEAR,
and NextFlo.
CarpX
Our
CarpX product is designed to be a minimally invasive device designed to treat carpal tunnel syndrome. The Company believes CarpX
will dramatically reduce recovery times compared to traditional open surgery and target an estimated immediately addressable domestic
market opportunity of over $1 billion. PAVmed has been working closely with the FDA to secure U.S. regulatory clearance of CarpX
through the FDA’s 510(k) pathway, which is based on demonstrating substantial equivalence, or “
SE
,” to
a previously cleared predicate device. CarpX is being manufactured in Massachusetts by a medical device contract manufacturer
with lines scalable to accommodate demand for the foreseeable future following regulatory clearance. We have advanced, in partnership
with our design and contract manufacturing partners, our CarpX product from concept to working prototypes, completed successful
benchtop and cadaver testing confirming the device consistently cuts the transverse carpal ligament, as well as commercial design
and development, and performed pre-submission verification and validation testing.
On
November 27, 2017, we filed with the Federal Food and Drug Administration, or the “
FDA
,” a premarket notification
submission for CarpX under section 510(k) of the Food, Drug and Cosmetic Act, or the “
FDCA
,” using a commercially
available carpel tunnel release device as a predicate. The initial 510(k) application review period expired before the FDA’s
branches were able to reach a consensus on SE and it therefore recommended a 510(k) re-submission following an in-person pre-submission
meeting held on January 7, 2019. During this meeting, the FDA recommended clinical testing to definitively document CarpX procedural
safety in humans and indicated data from a properly structured clinical study outside of the U.S. would be acceptable, precluding
the need to engage in the FDA’s time-consuming Investigational Device Exemption, or “
IDE
,” process required
for U.S. studies. PAVmed offered to amend its previously planned first-in-human, or “
FIH
,” clinical trial (ClinicalTrials.gov
Identifier: NCT03747510) in New Zealand to meet this clinical testing recommendation and postponed the initiation of the amended
study until study parameters were finalized with the FDA. We recently reached a consensus with the FDA on the parameters of the
CarpX FIH safety study, including pre- and post-operative electrodiagnostic testing to document device safety. The CarpX FIH safety
study is a single-arm, two-center, two-surgeon, 20-patient study of the CarpX procedure in carpal tunnel syndrome patients, with
a device safety primary endpoint defined as the absence of certain serious device-related adverse events over a limited 90-day
follow-up period. Following multiple discussions, PAVmed reached a consensus with the FDA on the parameters of the study –
a single-arm, two-center, two-surgeon, 20-patient study of the CarpX procedure in carpal tunnel syndrome patients, with a device
safety primary endpoint over a limited 90-day follow-up period. Final logistical matters led to a brief delay in the initiation
of the study which was exacerbated by a temporary freeze on all elective surgeries following the tragic events in Christchurch
in March 2019. These logistical matters have now been addressed and the elective surgery freeze has been lifted, allowing treatment
to be initiated and completed in the coming weeks. We will also be preparing to submit CarpX for CE Mark clearance in Europe,
which will incorporate data from the FIH clinical trial.
PortIO
Our
PortIO implantable intraosseous vascular access device is being developed for up to seven days of continuous use. The intraosseous
route, which is well established, provides a means for infusing fluids, medications and other substances directly into the bone
marrow cavity which communicates with the central venous circulation via nutrient and emissary veins.
We
have advanced, in partnership with our design and contract manufacturing partners, our PortIO product from concept to working
prototypes, benchtop, animal, and cadaver testing, commercial design and development, verification and validation testing. We
are pursuing an FDA clearance for use in patients with a need for vascular access up to seven days, under “de novo classification”
of section 513(f)2 of the FDCA. The broader “seven days” clearance is being pursued in discussion with FDA following
our previous initial submission to the FDA for a 510(k) premarket notification for use in patients only requiring 24-hour emergency
type vascular access. The FDA-requested long-term Good Laboratory Practice, or “
GLP
,” animal study implants
and explants have been completed as has supplemental acute animal and cadaver studies designed to support the findings of the
GLP study. The data will be submitted to the FDA once pathologic analysis of the implant sites is completed. Based on encouraging
animal data, we are planning a long-term (90-day implant duration) FIH series in dialysis patients in Colombia, South America
in the coming months and intend to fulfill the likely FDA request for human clinical data with an “outside-of-United States,”
or “
OUS
,” study in New Zealand. CE Mark submission is also scheduled for the coming months, and we continue
to explore potential strategic partnerships including acquisition of PortIO. Of significance toward our belief PortIO will one
day become the answer to solve many of the current drawbacks intravenous access devices regularly encounter, our supplemental
animal testing demonstrated PortIO was effective as a long-term vascular access device for the infusion of a daily dose of antibiotics
over 60 days and also demonstrated PortIO remained patent in another animal despite not being accessed for 60 days.
EsoGuard/EsoCheck
In
May 2018, Lucid, our majority owned subsidiary, entered into a license agreement with Case Western Reserve University, pursuant
to which Lucid obtained the worldwide intellectual property rights to EsoGuard/EsoCheck.
“
EsoGuard
”
(which we formerly referred to as EsoCheck Dx) is a DNA biomarker diagnostic test and “
EsoCheck
” is a device
that collects cells from a targeted region of the esophagus in a five-minute office-based procedure. EsoGuard and EsoCheck are
revolutionary technologies licensed by PAVmed’s majority-owned subsidiary, Lucid. Lucid decided to rename the EsoGuard diagnostic
test to better distinguish it from the EsoCheck cell collection device, since each technology has promising applications that
are independent of the other.
The
incidence of esophageal adenocarcinoma, or “
EAC
,” the most common cancer of the esophagus, has quadrupled over
the past 30 years. Its prognosis, however, remains dismal, with less than 20% of patients surviving five years. We are pursuing
the development of the EsoGuard/EsoCheck technology to provide the estimated 50 million at-risk patients a non-invasive, less
costly test to detect Barrett’s Esophagus, so as to enable treatment of esophageal cancer at an early stage.
The
primary cause of the EAC form of esophageal cancer is Gastroesophageal Reflux Disease, or “
GERD
,” commonly
known as chronic heartburn or acid reflux, wherein stomach acid refluxes into the esophagus. GERD affects 20-40% of Western adult
populations, according to published epidemiological data. The repeated exposure to stomach acid can lead to pre-cancerous changes
in the esophagus lining, a condition known as “Barrett’s Esophagus.” Nearly all patients diagnosed with EAC
have evidence of previously undetected Barrett’s Esophagus. If detected before the EAC esophagus cancer develops, Barrett’s
Esophagus can be successfully treated, usually with non-surgical approaches. Heartburn symptoms, commonly seen in patients with
acid reflux with or without Barrett’s Esophagus, can easily be treated with over-the counter medications, while endoscopy,
the current standard-of-care diagnostic test, is expensive, invasive, and requires sedation. As a result, wide screening for Barrett’s
Esophagus is not practical or cost-effective.
Lucid’s
EsoGuard/EsoCheck is progressing through a two-phase regulatory and commercialization strategy which seeks to maximize the long-term
commercial opportunity while providing near-term commercial milestones.
EsoGuard
is a methylated DNA biomarker diagnostic test which has been shown in a published human study to be highly accurate at detecting
Barrett’s Esophagus, a pre-cursor to highly lethal esophageal cancer in patients with GERD. Lucid believes that the EsoGuard
diagnostic test, when performed on samples collected by EsoCheck, has the potential to save many lives through early Barrett’s
Esophagus detection. The estimated immediately addressable domestic market opportunity for EsoGuard is at least $2 billion based
on tens of millions of U.S. GERD patients who are Barrett’s Esophagus screening candidates according to published guidelines.
The
EsoGuard Laboratory Developed Test validation process has been completed at the central reference laboratory in Cleveland. The
American Medical Association has confirmed receipt of Lucid’s application for a Proprietary Laboratory Analysis diagnostic
CPT billing code for EsoGuard. This is the first step towards securing Medicare and subsequently private payor reimbursement for
the diagnostic test.
Lucid’s
efforts to secure regulatory clearance for EsoCheck through the FDA’s 510(k) pathway are progressing well. The FDA requested
some additional manufacturing verifications and a small GLP animal study to document device effectiveness and safety relative
to a commercially available endoscopic brush. This work has been completed with excellent results to support our formal response
to the FDA with final clearance expected soon thereafter.
The
second phase of Lucid’s strategy to secure a specific indication, based on published guidelines, for widespread Barrett’s
Esophagus screening using EsoGuard on samples collected with EsoCheck is progressing at an accelerated pace. In addition to a
full-time Chief Medical Officer focused on planning and executing the necessary Lucid-sponsored clinical studies, Lucid has secured
multiple other world-class resources for this effort including two clinical operations consultants, a biostatistician and a team
of regulatory consultants consisting of former FDA officials. Draft protocol synopses have been finalized and will be a central
part of a pre-submission package which will soon be filed with the FDA along with a meeting request to discuss its clinical data
requirements for a
de novo
or Pre-Market Approval pathway submission.
DisappEAR
Our
DisappEAR product is an antimicrobial resorbable pediatric ear tubes based on a proprietary aqueous silk technology. With respect
to DisappEAR:
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We
have advanced the development of our DisappEAR product in partnership with our design and contract manufacturing partners
and our academic partners at Tufts University and Harvard Medical School. A three-month animal study of the DisappEAR resorbable
pediatric ear tube has been completed with excellent results. The resorbable ear tubes, machined from blocks of a proprietary
silk technology, performed very well from a functional and anatomic point of view, retaining their position and remaining
patent for the duration of the study. In addition, the ear tubes demonstrated unexpected surfactant properties which appear
to provide several unique benefits over traditional plastic tubes, including enhanced flow of fluids in and out of the tube
and potential intrinsic antimicrobial properties. Finally, there were no cases of otorrhea, which is a difficult to manage
condition where pus and fluid drains out of the middle ear and into the ear canal. When traditional plastic ear tubes are
used in clinical practice, as well as in this animal model, otorrhea typically occurs in at least 25-30% of recipients, despite
administration of antibiotic ear drops.
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NextFlo
Our
NextFlo product is being developed as a highly-accurate intravenous infusion system with a new concept of variable flow resistors,
whereby the variable resistor does not have to be mechanically-linked to the infusion drive mechanism. We believe this technology
will permit hospitals to return to gravity-driven infusions and eliminate expensive and troublesome electronic pumps for most
of the over 1 million hospital infusions performed in the U.S. each day. With respect to NextFlo:
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The
NextFlo disposable intravenous, or “
IV
,” infusion set recently achieved a key milestone in its quest to
eliminate the need for complex and expensive electronic infusion pumps for most of the estimated one million infusions of
fluids, medications and other substances delivered each day in hospitals and outpatient settings in the United States. NextFlo
is designed to deliver highly-accurate gravity-driven infusions independent of the height of the IV bag. It maintains constant
flow by incorporating a proprietary, passive, pressure-dependent variable flow-resistor consisting entirely of inexpensive,
easy-to-manufacture disposable mechanical parts. NextFlo testing has demonstrated constant flow rates across a wide range
of IV bag heights, with accuracy rates comparable to electronic infusion pumps. This major technological breakthrough has
generated significant interest from potential strategic partners, as a result, PAVmed is initiating a formal M&A process
for NextFlo.
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Other
Products
Although
we have focused the majority of our resources on our lead products, we have additional products in our pipeline which are currently
in different stages of development. For example:
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We
have completed initial design work on the first product in the NextCath product line, completed head-to-head testing of retention
forces, comparing our working prototype to several competing products, which has validated our approach and advanced the commercial
design and development process focusing on optimizing the self-anchoring helical portion as well as cost of materials and
manufacturing processes.
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We
are evaluating which initial applications for our Caldus disposable tissue ablation technology to pursue from a clinical and
commercial point-of-view and will reinitiate development activity on this product once resources are available.
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We
are evaluating a number of product opportunities and intellectual property covering a spectrum of clinical conditions, which have
been presented to us by clinician innovators and academic medical centers, for consideration of a partnership to develop and commercialize
these products; we are also exploring opportunities to partner with larger medical device companies to commercialize our lead
products as they move towards regulatory clearance and commercialization. In this regard, we remain actively engaged with our
full-service regulatory consulting partner and who is working closely with our contract design, engineering and manufacturing
partners as our products advance towards regulatory submission, clearance, and commercialization.
We
are exploring other opportunities to grow our business and enhance shareholder value through the acquisition of pre-commercial
or commercial stage products and /or companies with potential strategic corporate and commercial synergies.
Corporate
History
We
were incorporated on June 26, 2014 in the State of Delaware under the name PAXmed Inc. In April 2015, we changed our name to PAVmed
Inc.
Our
business address is One Grand Central Place, 60 East 42
nd
Street, Suite 4600, New York, New York 10165, and our telephone
number is (212) 949-4319. Our corporate website is www.PAVmed.com. The information contained on, or that can be assessed through,
our corporate website is not incorporated by reference into this prospectus supplement and you should not consider information
on our corporate website to be part of this prospectus supplement or in deciding whether to purchase our securities.
Recent
Developments
First
Quarter Financial Information
Our
consolidated financial statements for the three months ended March 31, 2019 are not yet available. However, subject to the qualifications
set forth in the paragraph below, we estimate that, for such period, our net loss attributable to common stockholders was between
$3.5 million and $3.7 million and our cash used in operations was between $3.8 million and $3.9 million, inclusive of a reduction
in accounts payable and accrued expenses of approximately $1.3 million, and, as of the end of such period, our cash and cash equivalents
were approximately $4.2 million, not including the net proceeds of approximately $1.6 million from the April Offering described
below.
The
financial measures presented above are estimated and are subject to completion. As a result, these estimates may differ from the
actual results that will be reflected in our consolidated financial statements for the three months ended March 31, 2019 when
the financial statements are completed. The financial measures for such period that we present above are based upon management
estimates and are the responsibility of management. Our independent registered public accounting firm has not audited, reviewed,
compiled or performed any procedures with respect to these projected financial measures and, accordingly, does not express an
opinion or any other form of assurance on them.
April
Placement of Common Stock
On
April 12, 2019, we entered into a placement agency agreement with Maxim Group LLC, or the “
Maxim
,” pursuant
to which Maxim agreed to act as the placement agent, on a reasonable best efforts basis, for a proposed offering by the Company
of shares of its common stock, or the “
April Offering
.”
On
the same date, in connection with the April Offering, we entered into subscription agreements with the purchasers in the April
Offering. Under the subscription agreements, the purchasers agreed to purchase an aggregate of 1,680,000 shares of our common
stock at a purchase price of $1.00 per share, for aggregate gross proceeds of $1,680,000. We also entered into voting agreements
with each purchaser, pursuant to which the purchasers agreed to vote all shares of our common stock now owned or hereafter acquired
by them in favor of (i) an increase in our authorized shares of common stock from 75 million to 100 million shares, and (ii) the
issuance of shares of common stock under the Senior Convertible Note for the purposes of compliance with the stockholder approval
rules of The Nasdaq Stock Market.
Upon
the closing of the April Offering, we received approximately $1.6 million of net proceeds, after deducting Maxim’s fees
and the other estimated expenses of the April Offering.
The
April Offering was made pursuant to the registration statement of which this prospectus supplement forms a part, and is described
in more detail in the prospectus supplement thereto dated April 12, 2019.
December
Placement of Convertible Note
On
December 27, 2018, we entered into a securities purchase agreement, or “
SPA
,” with an institutional investor,
pursuant to which we sold to the investor a senior secured convertible note, or the “
Senior Convertible Note
.”
The
Senior Convertible Note has an issue date of December 27, 2018, a contractual maturity date of December 31, 2020, a face value
principal of $7.75 million, and a stated interest rate of 7.875% per annum. At the election of the holder, the Senior Convertible
Note may be converted into shares of our common stock. As of May 6, 2019, the holder of the Senior Convertible Notes had
converted $571,676 of principal and interest thereon into 528,469 shares of our common stock.
The
proceeds from the sale of the Senior Convertible Note were $7.0 million after payment of $750,000 of lender fees. The Company
incurred total offering costs of $614,940, inclusive of the payment of a $455,000 placement agent fee and legal fees. On December
27, 2018, concurrently with the sale of the Senior Convertible Note, we repaid in full the senior secured note previously issued
to Scopia Holdings LLC, inclusive of the total outstanding principal payable and the accrued but unpaid interest expense payable
as of December 27, 2018, with such repayment comprised of a $5.0 million cash payment and the issuance of 600,000 shares of our
common stock.
We
filed with the SEC a registration statement on Form S-3 (Registration No. 333-229372), registering for resale the estimated maximum
number of shares of our common stock to be issued upon conversion or repayment of the Senior Convertible Note. The registration
statement became effective on February 14, 2019.
Implications
of Being an Emerging Growth Company
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the “
JOBS
Act
.” As long as we are an emerging growth company, we are eligible to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but
are not limited to:
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Not
being required to comply with the auditor attestation requirements in the assessment of our internal control over financial
reporting;
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Not
being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding
mandatory audit firm rotation or a supplement to the auditors’ report providing additional information about the audit
and the financial statements;
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Reduced
disclosure obligations regarding executive compensation; and
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Exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.
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Additionally,
Under the JOBS Act, an emerging growth company can delay adopting new or revised accounting standards issued subsequent to the
enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected to avail
ourselves of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised
accounting standards as public companies who are not emerging growth companies.
We
may remain an emerging growth company until as late as December 31, 2021, the fiscal year-end following the fifth anniversary
of the completion of our initial public offering, though we may cease to be an emerging growth company earlier under certain circumstances,
including if (a) we have more than $1 billion in annual gross revenue in any fiscal year, (b) the market value of our common stock
that is held by non-affiliates exceeds $700 million as of any June 30 or (c) we issue more than $1 billion of non-convertible
debt over a three-year period.
THE
OFFERING
The
following summary contains basic terms about this offering and the common stock and is not intended to be complete. It may not
contain all of the information that is important to you. You should read the more detailed information contained in this prospectus
supplement, including but not limited to, the risk factors beginning on page S-8 and the other risks described in our base prospectus
and the annual and quarterly reports incorporated by reference therein.
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Issuer
|
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PAVmed
Inc.
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Securities
Offered
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2,000,000
shares of common stock.
|
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Offering
Price
|
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$1.00
|
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Common
Stock outstanding prior to this offering
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29,351,448
(1)
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Common
Stock to be outstanding after this offering
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31,351,448
(1)
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Use
of Proceeds
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We
intend to use the net proceeds we receive from this offering for working capital and other general corporate purposes, which
may include making payments in cash of amounts due on the Senior Convertible Note. See “
Use of Proceeds
”
on page S-12.
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Risk
Factors
|
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See
the section entitled “
Risk Factors
” beginning on page S-8 and the other risks described in the accompanying
base prospectus and the annual and quarterly reports referred to herein and therein for a discussion of factors you should
consider carefully before deciding to invest in our common stock.
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Nasdaq
Capital Market Symbol for Common Stock
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PAVM
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(1)
This amount does not include:
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4,811,364
shares of our common stock issuable upon conversion of the Senior Convertible Note as of May 6, 2019, assuming
for purposes hereof that all future interest and principal is paid in shares of our common stock at a price of $1.60 per share,
the initial conversion price under the Senior Convertible Note, on each scheduled payment date prescribed by the Senior Convertible
Note;
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1,091,354
shares of our common stock issuable upon conversion of our outstanding Series B Convertible Preferred Stock, or “
Series
B Preferred Stock
,” assuming for purposes hereof that dividends on the Series B Convertible Preferred Stock are
not paid in kind;
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1,199,383
shares of our common stock issuable upon exercise of our outstanding Series S Warrants;
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381,818
shares of our common stock issuable upon exercise of our outstanding warrants issued in our initial public offering and in
private placements prior to our initial public offering, which we refer to collectively as the “
Series W Warrants
”;
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16,815,039
shares of our common stock issuable upon exercise of our outstanding Series Z Warrants (except that Lishan Aklog, M.D., our
Chief Executive Officer and Chairman, and Pavilion Venture Partners LLC, an entity controlled by him, have waived their right
to exercise Series Z Warrants to purchase an aggregate 2,453,596 shares of our common stock until our stockholders
have approved an increase in the number of shares of common stock we are authorized to issue);
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53,000
shares of our common stock and 53,000 Series Z Warrants issuable upon exercise of the unit purchase option, or “
UPO
s,”
granted to the selling agents of our initial public offering, and 53,000 shares of our common stock underlying such Series
Z Warrants;
|
|
|
|
|
|
|
●
|
5,077,140
shares of our common stock issuable upon exercise of outstanding stock options granted under our equity incentive plan, with
a weighted average exercise price of $2.76 per share;
|
|
|
|
|
|
|
●
|
700,000
shares of our common stock representing unvested restricted stock awards under our equity incentive plan, which vest in three
annual installments commencing on March 15, 2020, and which for accounting purposes are not deemed issued and outstanding
until they are vested;
|
|
|
|
|
|
|
●
|
674,795
shares of our common stock reserved for issuance and not subject to outstanding awards under our equity incentive plan; and
|
|
|
|
|
|
|
●
|
250,000
shares of our common stock reserved for issuance under our employee stock purchase plan.
|
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before you make a decision to invest in our common stock, you should
consider carefully the risk factors described below and in the accompanying base prospectus, together with other information in
this prospectus supplement, the accompanying base prospectus, and the information incorporated by reference herein and therein
as set forth in our filings with the SEC, including our annual report on Form 10-K for the year ended December 31, 2018. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business and results
of operations. If any of these risks actually occur, our business, financial condition or results of operations could be seriously
harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.
Risks
Related to this Offering
Our
management will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our
management will have broad discretion in the application of the net proceeds from this offering, and our stockholders will not
have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. Because
of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use
may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could
harm our business. See “
Use of Proceeds
” on page S-12 of this prospectus supplement for a description of our
proposed use of proceeds from this offering.
You
will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase.
The
price per share of our common stock offered hereby is substantially higher than the net tangible book value per share of our common
stock. As a result, investors purchasing shares of our common stock in this offering will incur immediate dilution of approximately
$0.95 per share, after giving effect to the sale of all 2,000,000 shares of our common stock offered hereby at a public offering
price of $1.00 per share, and the deduction of the estimated offering expenses payable by us. See “
Dilution
”
on page S-14 of this prospectus supplement for a more detailed discussion of the dilution you will incur if you purchase shares
in this offering.
We
will require additional capital funding, the receipt of which may impair the value of our common stock.
Our
future capital requirements depend on many factors, including our research, development, sales and marketing activities. We will
need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners
or other sources in order to continue to develop our product candidates. There can be no assurance that additional capital will
be available when needed or on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity
securities, our stockholders may experience substantial dilution and the new equity securities may have greater rights, preferences
or privileges than our existing common stock.
Only
a limited market exists for our common stock which could lead to price volatility.
Our
common stock trades on the Nasdaq Capital Market. However, trading volumes for our common stock have been low since our initial
public offering. The limited trading market for our common stock may cause fluctuations in the market value of our common stock
to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market for our common
stock.
A
substantial number of shares of our common stock may be issued pursuant to the terms of the Senior Convertible Note, which could
cause the price of our common stock to decline.
We
issued the Senior Convertible Note with a principal amount of $7,750,000 to an investor in a private placement on December 27,
2018. The Senior Convertible Note accrues interest at a rate of 7.875% per annum. The Senior Convertible Note is convertible into
shares of our common stock immediately after issuance at an initial conversion price of $1.60 per share.
Prior
to June 28, 2019 and after the maturity date, interest will be payable bi-monthly on the 15th day and the last trading day of
each month at our option in cash or, subject to the satisfaction of customary equity conditions (including minimum price and volume
thresholds), in shares of our common stock. During the period commencing on June 28, 2019 through the maturity date, interest
will be payable by inclusion of such interest with the installments of principal due on bi-monthly payment dates prescribed by
the Senior Convertible Note. The number of shares of common stock to be issued may be substantially greater if the interest and
the installments of principal are paid in shares of our common stock, as permitted under the terms of such note if certain customary
equity conditions (including minimum price and volume thresholds) are met. In such cases the number of shares issued will be determined
based on the then current market price. We cannot predict the market price of our common stock at any future date, and therefore,
we are unable to accurately forecast or predict the total amount of shares that ultimately may be issued under the Senior Convertible
Note.
The
number of shares of common stock to be issued also may be substantially greater if we make additional voluntarily reductions in
the conversion price of the Senior Convertible Note, as permitted under the terms of the Senior Convertible Note. We agreed to
voluntarily reduce the conversion price for a maximum of 1,000,000 shares for the 21-day period commencing March 20, 2019 and
ending on April 9, 2019, to a price that varies with the then current market price (but not less than $1.00). During this period,
the holder of the Senior Convertible Note converted $51,500 of principal and interest thereon into 50,044 shares of our common
stock at reduced conversion prices, for an average conversion price of $1.03. We also agreed to voluntarily reduce the conversion
price for a maximum of 2,000,000 shares for the 21-day period commencing April 23, 2019 and ending on May 14, 2019, to a price
that varies with the then current market price (but not less than $1.00). From the beginning of this period through May 6,
2019, the holder of the Senior Convertible Note had converted $519,599 of the Senior Convertible Note into 478,425
shares of our common at reduced conversion prices, for an average conversion price of $1.09.
The
Senior Convertible Note likely will be converted only at times when it is economically beneficially for the holder to do so, and
we are entitled to pay interest in shares and make installment conversions only at a price per share that is at a discount to
the then current market price. In any event, the issuance of these shares will dilute our other equity holders, which could cause
the price of our common stock to decline.
The
requirement that we repay the Senior Convertible Note and interest thereon in cash under certain circumstances, and the restrictive
covenants contained in the Senior Convertible Note, could adversely affect our business plan, liquidity, financial condition,
and results of operations.
We
may be required to repay the Senior Convertible Note and interest thereon in cash, if we do not meet certain customary equity
conditions (including minimum price and volume thresholds) or in certain other circumstances. For example, we will be required
to repay the outstanding principal balance and accrued but unpaid interest, along with a premium, upon the occurrence of a Change
of Control (as defined in the Senior Convertible Note). In addition, the Senior Convertible Note contains restrictive covenants,
including financial covenants. These obligations and covenants could have important consequences on our business. In particular,
they could:
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●
|
require
us to dedicate a substantial portion of our cash flow from operations to payments on the Senior Convertible Note;
|
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|
|
|
|
●
|
limit,
among other things, our ability to borrow additional funds and otherwise raise additional capital, and our ability to conduct
acquisitions, joint, ventures or similar arrangements, as a result of our obligations to make such payments and comply with
the restrictive covenants in the Senior Convertible Note;
|
|
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|
|
|
|
●
|
limit
our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;
|
|
|
|
|
|
|
●
|
increase
our vulnerability to general adverse economic and industry conditions; and
|
|
|
|
|
|
|
●
|
place
us at a competitive disadvantage compared to our competitors that have lower fixed costs.
|
The
debt service requirements of any other outstanding indebtedness or preferred stock we incur or issue in the future, as well as
the restrictive covenants contained in the governing documents for any such indebtedness, could intensify these risks.
If
we are unable to make the required cash payments, there could be a default under the Senior Convertible Note. In such event, or
if a default otherwise occurs under the Senior Convertible Note, including as a result of our failure to comply with the financial
or other covenants contained therein, the holders of the Senior Convertible Note could require us to immediately repay 115% of
the outstanding principal and interest on the Senior Convertible Note in cash. Furthermore, the holder of the Senior Convertible
Note could foreclose on their security interests in our assets, including our intellectual property.
In
the event we are required to repay the Senior Convertible Note in cash, we may seek to refinance the remaining balance, by either
refinancing with the holder of the Senior Convertible Note, by raising sufficient funds through a sale of equity or debt securities
or by obtaining a credit facility. No assurances can be given that we will be successful in making the required payments under
the Senior Convertible Note, or in refinancing our obligations on favorable terms, or at all. A failure to refinance could have
a material adverse effect on our liquidity, financial position, and results of operations. Should we refinance, it could be dilutive
to shareholders.
The
exercise of the UPOs, Series S Warrants, Series W Warrants and Series Z Warrants and conversion of the Series B Preferred Stock
described in this prospectus will dilute our equity, and there may be future sales or other dilution of our equity, which may
adversely affect the market price of our common stock.
The
exercise prices of the UPOs, Series S Warrants, Series W Warrants and Series Z Warrants are $5.50 per unit, $0.01 per share, $5.00
per share and $1.60 per share, respectively. In addition, our Series B Preferred Stock may be converted into shares of our common
stock at a conversion price of $3.00 per share. Such warrants likely will be exercised, and such preferred stock likely will be
converted, only at a time when it is economically beneficially for the holder to do so. Accordingly, the exercise of these options
and warrants and the conversion of these shares of preferred stock by the holders thereof likely will dilute our other equity
holders. In addition, we may issue additional shares of common stock and/or other securities that are convertible into or exchangeable
for, or that represent the right to receive, shares of common stock. The market price of our shares could decline as a result
of sales of our common stock or such other securities, or the perception that such sales could occur.
NOTE
ON FORWARD-LOOKING STATEMENTS
The
statements contained in this prospectus supplement and in the documents incorporated by reference in this prospectus supplement
that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements
regarding expectations, hopes, beliefs, intentions or strategies regarding the future, such as:
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●
|
our
expectations regarding our existing capital resources will be sufficient to enable us to successfully meet the capital requirements
for all of our current and future products;
|
|
|
|
|
|
|
●
|
our
estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and
|
|
|
|
|
|
|
●
|
expectations
regarding the time during which we will be an emerging growth company under the JOBS Act.
|
In
addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continues,”
“could,” “estimates,” “expects,” “intends,” “may,” “might,”
“plans,” “possible,” “potential,” “predicts,” “projects,” “should,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking.
The
forward-looking statements contained in this prospectus and in the documents incorporated by reference in this prospectus are
based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are
not limited to, those factors incorporated by reference or described in “
Risk Factors
,” as well as the following:
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●
|
our
limited operating history;
|
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|
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|
●
|
our
ability to generate revenue;
|
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|
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|
●
|
the
ability of our products to achieve regulatory approval and market acceptance;
|
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|
●
|
our
success in retaining or recruiting, or changes required in, our officers, key employees or directors;
|
|
|
|
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|
●
|
our
ability to obtain additional financing when and if needed;
|
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|
|
|
|
●
|
our
ability to protect our intellectual property rights;
|
|
|
|
|
|
|
●
|
our
ability to complete strategic acquisitions;
|
|
|
|
|
|
|
●
|
our
ability to manage growth and integrate acquired operations;
|
|
|
|
|
|
|
●
|
the
liquidity and trading of our securities; and
|
|
|
|
|
|
|
●
|
regulatory
or operational risks.
|
Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be
required under applicable securities laws.
USE
OF PROCEEDS
We
estimate the net proceeds to us from this offering will be approximately $1,985,000, after deducting
an
aggregate of approximately $15,000 in estimated offering expenses payable by us, assuming we sell all of the shares offered hereby
.
Because there is no minimum amount of shares that must be sold as a condition to closing this offering, the actual number of shares
of common stock sold and net proceeds to us are not presently determinable and may be substantially less than the amounts set
forth above.
We
intend to use the net proceeds from the sale of our common stock by us in this offering for working capital and other general
corporate purposes, which may include making payments in cash of amounts due on the Senior Convertible Note. We have not identified
the amounts we will spend on any specific purpose. The amounts actually expended for any purpose may vary significantly depending
upon numerous factors, including assessments of potential market opportunities and competitive developments.
CAPITALIZATION
The
following table sets forth our cash position and capitalization as of December 31, 2018, as follows:
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|
●
|
on
a historical actual basis,
|
|
|
|
|
|
|
●
|
on
an unaudited pro forma basis, after giving effect to (i) the April Offering of 1,680,000 shares of our common stock at an
offering price of $1.00 per share, and the deduction of the placement agent fees and other offering expenses payable by us,
and (ii) the issuance of 528,469 shares of our common stock upon the conversion of $571,000 face amount of principal of the
Senior Convertible Note (representing approximately $582,000 of the estimated fair value of the Senior Convertible Note) through
May 6, 2019, and
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|
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|
|
|
|
●
|
on
an unaudited pro forma as adjusted basis, after giving further effect to the sale by us of all 2,000,000 shares of our common
stock offered hereby an offering price of $1.00 per share, and the deduction of the estimated offering expenses payable by
us.
|
You
should read this table together with our consolidated financial statements and notes thereto, as well as “
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
”, and the other financial information, all
as incorporated by reference in this prospectus supplement or the accompanying base prospectus, from our SEC filings, including
our annual report on Form 10-K for the year ended December 31, 2018.
|
|
|
Historical
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
Actual
|
|
|
Pro
Forma
|
|
|
As
Adjusted
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
8,222,119
|
|
|
$
|
9,820,019
|
|
|
$
|
11,805,019
|
|
|
Total Assets
|
|
$
|
8,496,430
|
|
|
$
|
10,094,330
|
|
|
$
|
12,079,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured
Convertible Note – fair value
|
|
$
|
7,903,000
|
|
|
$
|
7,320,549
|
|
|
$
|
7,320,549
|
|
|
Senior Secured
Convertible Note – face value principal
|
|
$
|
7,750,000
|
|
|
$
|
7,179,000
|
|
|
$
|
7,179,000
|
|
|
Total Liabilities
|
|
$
|
10,972,583
|
|
|
$
|
10,390,132
|
|
|
$
|
10,390,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, par value $0.001, 20,000,000
shares authorized; Series B Convertible Preferred Stock, par value $0.001, 1,069,941 shares issued and outstanding on a historical
actual basis as of December 31, 2018
|
|
$
|
2,031,845
|
|
|
$
|
2,031,845
|
|
|
$
|
2,032,845
|
|
|
Common stock, par value $0.001; 75,000,000
shares authorized, 27,142,979 shares issued and outstanding on a historical actual basis as of December 31, 2018
|
|
|
27,143
|
|
|
|
29,351
|
|
|
|
31,351
|
|
|
Additional paid-in capital
|
|
|
32,619,282
|
|
|
|
34,881,406
|
|
|
|
36,864,406
|
|
|
Accumulated deficit
|
|
|
(36,992,911
|
)
|
|
|
(37,076,892
|
)
|
|
|
(37,076,892
|
)
|
|
Total PAVmed
Inc. Stockholders’ (Deficit) Equity
|
|
$
|
(2,314,641
|
)
|
|
$
|
(134,290
|
)
|
|
$
|
1,850,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interest in majority-owned
subsidiary
|
|
|
(161,512
|
)
|
|
|
(161,512
|
)
|
|
|
(161,512
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Stockholders’ Equity (Deficit)
|
|
$
|
(2,476,153
|
)
|
|
$
|
(295,802
|
)
|
|
$
|
1,689,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
and Stockholders’ Deficit
|
|
$
|
8,496,430
|
|
|
$
|
10,094,330
|
|
|
$
|
12,079,330
|
|
The
foregoing table does not take into account the shares of common stock underlying our convertible securities, warrants, stock options,
restricted stock awards and unit purchase options, as set forth in footnote 1 in “
Prospectus Summary – The Offering
.”
DILUTION
If
you invest in our shares, your ownership interest will be diluted to the extent of the difference between the price you paid per
share of common stock in this offering and the net tangible book value per share of our common stock after this offering. Net
tangible book value per share represents total tangible assets less total liabilities, divided by the number of shares of our
common stock outstanding.
Our
historical actual net tangible book value as of December 31, 2018 was approximately $(2.5) million, or approximately $(0.09) per
share of our common stock issued and outstanding as of December 31, 2018.
Our
unaudited pro forma net tangible book value as of December 31, 2018 is approximately $(0.03) million, or approximately $(0.01)
per share of our common stock, after giving effect to (i) the April Offering of 1,680,000 shares of our common stock at an offering
price of $1.00 per share, and the deduction of the placement agent fees and other offering expenses payable by us, and (ii) the
issuance of 528,469 shares of our common stock upon the conversion of $571,000 face amount of principal of the Senior Convertible
Note (representing approximately $582,000 of the estimated fair value of the Senior Convertible Note) through May 6, 2019.
Our
unaudited pro forma as adjusted net tangible book value as of December 31, 2018 is approximately $1.7 million, or $0.05 per share
of our common stock, after giving further effect to the sale by us of all 2,000,000 shares of our common stock offered hereby
at an offering price of $1.00 per share, and the deduction of the estimated offering expenses payable by us. This represents an
immediate increase in net tangible book value of $0.06 per share to existing stockholders and an immediate dilution of $0.95 per
share to new investors purchasing shares in this offering.
The
following table illustrates the dilution on a per share basis for investors purchasing shares in this offering:
|
Public
offering price per share in this offering
|
|
|
|
|
|
$
|
1.00
|
|
|
Pro
forma net tangible book value per share as of December 31, 2018
|
|
$
|
(0.01)
|
|
|
|
|
|
|
Increase
in net tangible book value attributable to this offering
|
|
|
0.06
|
|
|
|
|
|
|
Pro
forma as adjusted net tangible book value per share as of December 31, 2018
|
|
|
|
|
|
|
0.05
|
|
|
Dilution
per share to new investors in this offering
|
|
|
|
|
|
$
|
0.95
|
|
The
per share calculations above are based the following number of shares of our common stock issued and outstanding as of December
31, 2018: 27,142,979 shares on a historical actual basis, 29,351,448 shares on an unaudited pro forma basis, and 31,351,448 shares
on an unaudited pro forma as adjusted basis, each as described above.
The
foregoing table assumes the sale of all the shares offered hereby. If less than all of the shares offered hereby are sold, the
dilution to new investors purchasing shares in this offering will be greater. The foregoing table also does not take into account
the shares of common stock underlying our convertible securities, warrants, stock options, restricted stock awards, and unit purchase
options, as set forth in footnote 1 in “
Prospectus Summary – The Offering
.”
DESCRIPTION
OF COMMON STOCK
Upon
consummation of the offering, assuming the sale of all of the shares offered hereby, 32,051,448 shares of common stock will be
outstanding. In addition, we have shares of common stock underlying our convertible securities, warrants, stock options, restricted
stock awards and unit purchase options, as set forth in footnote 1 in “
Prospectus Summary – The Offering
.”
We
presently are authorized to issue 75,000,000 shares of common stock. However, at our annual meeting scheduled to be held on June
26, 2019, we are asking our stockholders to approve an increase in the number of shares of common stock we are authorized to issue,
by 25,000,000, to 100,000,000 shares.
For
a more complete description of our common stock, please see “
Description of Capital Stock
” in the accompanying
base prospectus.
PLAN
OF DISTRIBUTION
We
are conducting this offering on a “best efforts” basis. We will sell directly to the investors all of the shares of
common stock offered by this prospectus supplement. No underwriters or agents were engaged by us for this transaction.
We
will enter into subscription agreements directly with the investors in connection with this offering. Under the terms of the subscription
agreements, we make certain representations, warranties, and covenants. Our obligation to issue the common stock to the investors
is subject to the conditions set forth in the subscription agreement, which may be waived by us in our discretion. Each investor’s
obligation to purchase the common stock is subject to conditions set forth in the subscription agreements.
As
a “best efforts” offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated.
There is no minimum dollar offering amount required as a condition to closing this offering and there can be no assurance that
any or all of the common stock offered hereby will be sold. Accordingly, we may sell substantially fewer number of shares than
the total number of shares offered hereby, in which case our net proceeds would be substantially reduced.
We
currently anticipate that the closing of the sale of the common stock offered hereby will occur on or about May 8, 2019. On such
closing date, we will receive funds in the amount of the aggregate purchase price of the common stock being sold by us to the
investors on such closing date and we will deliver the common stock being sold on such closing date.
We
estimate that the total offering expenses payable by us in connection with this offering will be approximately $15,000, consisting
of our legal and printing costs and various other expenses incurred by us.
The
foregoing does not purport to be a complete statement of the terms and conditions of the subscription agreement. A copy of the
form of the subscription agreement will be included as an exhibit to our Current Report on Form 8-K that will be filed with the
SEC and incorporated by reference into the registration statement of which this prospectus supplement forms a part. See “
Where
You Can Find More Information
”.
Our
common stock is traded on Nasdaq under the symbol “PAVM.”
The
transfer agent for our common stock to be issued in this offering is Continental Stock Transfer & Trust Company, located at
1 State Street, 30th Floor, New York, NY 10004.
LEGAL
MATTERS
The
validity of the securities offered will be passed upon for us by Graubard Miller, New York, New York. Graubard Miller and its
partners own warrants to purchase shares of our common stock, which represent, in the aggregate, beneficial ownership of less
than 1% of our common stock.
EXPERTS
The
consolidated financial statements of PAVmed Inc. and Subsidiary as of and for the years ended December 31, 2018 and 2017, which
are incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2018, have
been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability
to continue as a going concern as described in Note 2 to the consolidated financial statements) of Citrin Cooperman & Company,
LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission.
Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also
read and copy any document we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.
We
have filed with the SEC a registration statement under the Securities Act relating to the offering of these securities. The registration
statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus
does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement,
at prescribed rates, from the SEC at the address listed above.
The
registration statement and our SEC filings, including the documents referred to below under “
Information Incorporated
by Reference
,” are also available on our website, www.pavmed.com. We have not incorporated by reference into this prospectus
the information on our website, and you should not consider it to be a part of this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus,
and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates
by reference the documents listed below, all filings we make under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the initial filing date of the registration statement of which this prospectus forms a part and prior to effectiveness of such
registration statement, and all filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
effectiveness of such registration statement and prior to the sale of all of the shares offered hereby:
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our
annual report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on April 1, 2019;
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our
current reports on Form 8-K filed with the SEC on March 12, 2019, March 20, 2019, April 12, 2019, April 16, 2019 and April
24, 2019;
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our
proxy statement on Schedule 14A filed with the SEC on April 30, 2019; and
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our
registration statement on Form 8-A effective on January 28, 2016, registering our common stock under Section 12(b) of the
Exchange Act, and our registration statement on Form 8-A effective April 5, 2018, registering our Series Z Warrants under
Section 12(b)of the Exchange Act.
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Any
statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus. Any information that we file after the date of this prospectus with the SEC and incorporated by reference
herein will automatically update and supersede the information contained in this prospectus and in any document previously incorporated
by reference in this prospectus. Notwithstanding the foregoing, we are not incorporating any document or portion thereof or information
deemed to have been furnished and not filed in accordance with SEC rule.
We
will provide you with a copy of any or all of the information that has been incorporated by reference in this prospectus, without
charge, upon written or oral request directed to PAVmed Inc., One Grand Central Place, Suite 4600, New York, New York 10165, telephone
number (212) 949-4319. You may also access the documents incorporated by reference as described under “
Where You Can
Find More Information
.”
Prospectus
PAVmed
Inc.
$75,000,000
COMMON
STOCK, PREFERRED STOCK, WARRANTS,
DEBT
SECURITIES AND UNITS
We
will offer and sell from time to time shares of common stock, shares of preferred stock, warrants, debt securities and/or units
comprised of one or more of the other classes of securities offered hereby, at an aggregate initial offering price not to exceed
$75,000,000
. The securities may be offered separately, together, or in series, and in
amounts, at prices and on other terms to be determined at the time of each offering. We will provide the specific terms of the
securities to be sold in a prospectus supplement.
We
may sell the securities directly to investors, to or through underwriters or dealers or through agents designated from time to
time, among other methods. The prospectus supplement for each offering will describe in detail the specific plan of distribution
for the securities. The prospectus supplement also will set forth the price to the public of such securities, any placement agent’s
fees or underwriter’s discounts and commissions, and the net proceeds we expect to receive from the sale of the securities.
Our
common stock is listed for trading on the NASDAQ Capital Market under the symbol “PAVM.” Our warrants issued in our
initial public offering completed in April 2016, or the “IPO Warrants,” are listed for trading on the NASDAQ Capital
Market under the symbol “PAVMW.” On September 18, 2017, the last reported sale prices of our common stock and the
IPO Warrants were $7.36 and $2.30, respectively. As of the date of this prospectus, none of the other securities that we may offer
by this prospectus are listed on any national securities exchange or automated quotation system.
The
aggregate market value of our outstanding voting and nonvoting common equity held by non-affiliates is $39,975,919, based on a
last sale price of $8.59 per share of our common stock on September 14, 2017 and 4,653,774 outstanding shares of our common stock
held by non-affiliates. As of the date hereof, excluding the securities offered hereby, none of our securities have been sold
pursuant to General Instruction I.B.6 of Form S-3 during the preceding 12 months.
We
are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to
comply with certain reduced public company reporting requirements.
Investing
in our securities involves a high degree of risk. See “
Risk Factors
” on page 4 in this prospectus and
elsewhere in any supplements for a discussion of information that should be considered in connection with an investment in
our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is October 6, 2017
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf”
registration process. Under this shelf process, we may, from time to time, sell or issue any of the combination of securities
described in this prospectus in one or more offerings with a maximum aggregate offering price of up to $75,000,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus. If there is any inconsistency between the information in
this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. You should read
both this prospectus and any prospectus supplement, together with the additional information described below under the heading
“
Where You Can Find More Information
” and “
Information Incorporated by Reference
.”
You
should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement relating
to a particular offering. We have not authorized anyone to provide you with different information and, if provided, such information
or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement
nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered
securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus
does not contain all of the information included in the registration statement. For a more complete understanding of the offering
of the securities, you should refer to the registration statement, including its exhibits.
You
should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front
cover of this prospectus. You should not assume that the information contained in any prospectus supplement or in the documents
incorporated by reference herein or therein is accurate as of any date other than the respective dates of those documents. Our
business, financial condition, results of operations, and prospects may have changed since that date.
References
in this prospectus to “PAVmed,” the “Company,” and “we,” “us” and “our”
refer to PAVmed Inc., a Delaware corporation, and its subsidiaries.
PROSPECTUS
SUMMARY
This
summary description about us and our business highlights selected information contained elsewhere in this prospectus or incorporated
in this prospectus by reference. This summary does not contain all of the information you should consider before deciding to invest
in our securities. You should carefully read this entire prospectus and any applicable prospectus supplement, including each of
the documents incorporated herein or therein by reference, before making an investment decision. Investors should carefully consider
the information set forth under the caption “Risk Factors” below and appearing elsewhere in this prospectus, including
those described in documents incorporated by reference herein, and those described in any applicable prospectus supplement.
Our
Company
We
are a highly-differentiated multi-product medical device company organized to conceive, develop and commercialize a diversified
pipeline of innovative products we believe address unmet clinical needs and possess attractive market opportunities. Our goal
is to enhance and accelerate value creation by employing a business model focused on capital and time efficiency. We intend to
continuously explore promising ideas and opportunities that fulfill our project selection criteria without limiting ourselves
to any target specialty or condition. Our current pipeline includes the following six lead projects, all of which are the subject
of filed patent applications. One of these projects, NextFlo, also has two issued patents and one, DisappEAR is based on a family
of patents and patent applications licensed from a group of academic centers. These projects are all in the development phase
and have not yet received regulatory approval.
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PortIO:
A novel long-term implantable intraosseous vascular access device with no indwelling intravascular component.
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CarpX:
Completely percutaneous device to treat carpal tunnel syndrome.
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NextCath:
Self-anchoring catheters which do not require suturing, traditional anchoring techniques or costly add-on catheter securement
devices.
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DisappEAR:
Antibiotic-eluting resorbable ear tubes, developed from a proprietary aqueous silk technology.
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NextFlo:
Highly accurate disposable infusion pumps using stored potential energy and variable flow resistors.
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Caldus:
Completely disposable tissue ablation devices which can also be used for renal denervation to treat hypertension.
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In
addition to our six lead projects, we have developed a conceptual framework for additional projects. As is the case with our lead
projects, these early development projects cover a wide range of clinical conditions and procedures, including sleep apnea, extracorporeal
membrane oxygenation (ECMO), laparoscopic hernia repair, cardiac surgery, interventional cardiology and endotracheal intubation.
We
were incorporated on June 26, 2014 in the State of Delaware under the name PAXmed Inc. In April 2015, we changed our name to PAVmed
Inc. In January 2016, the registration statement on Form S-1 (File No. 333-203569) for our initial public offering, or our “IPO,”
was declared effective by the SEC. On April 28, 2016, we consummated our initial public offering of 1,060,000 units, each unit
consisting of one share of common stock and one IPO Warrant. The units were sold at an offering price of $5.00 per unit, generating
gross proceeds of $5.3 million, and net cash proceeds of $4.2 million, after deducting cash selling agent discounts and commissions
and offering expenses. Each IPO Warrant entitles the holder to purchase one share of common stock at $5.00 per share until January
29, 2022, or earlier upon redemption. Upon consummation of the IPO, our warrants originally issued prior to our IPO automatically
became IPO Warrants.
Our
business address is One Grand Central Place, Suite 4600, New York, New York 10165, and our telephone number is (212) 949-4319.
Our corporate website is www.pavmed.com. The information contained on or that can be assessed through our website is not incorporated
by reference into this prospectus and you should not consider information on our website to be part of this prospectus or in deciding
whether to purchase our securities.
The
Securities We May Offer
We
may offer up to $75,000,000 of common stock, preferred stock, warrants, debt securities and/or units comprised of one or more
of the foregoing classes of securities, in one or more offerings and in any combination. This prospectus provides you with a general
description of the securities we may offer. A prospectus supplement, which we will provide each time we offer securities, will
describe the specific amounts, prices and terms of these securities.
Common
Stock
The
holders of common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Subject to any preferential rights of any outstanding preferred stock, holders of our common stock are entitled to receive ratably
the dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. If there
is a liquidation, dissolution or winding up of our company, holders of our common stock would be entitled to share ratably in
our net assets legally available for distribution to stockholders after the payment of all our debts and liabilities and any preferential
rights of any outstanding preferred stock.
Preferred
Stock
Our
preferred stock will have such designations, rights and preferences as may be determined from time to time by our board of directors,
without stockholder approval. We have summarized some of the general terms and provisions of the preferred stock that we may issue
in “
Description of Capital Stock
.” A prospectus supplement will describe the particular terms of any series
of preferred stock offered from time to time, and may supplement or change the terms outlined below.
Warrants
We
may issue warrants for the purchase of common stock, preferred stock, debt securities or any other class of security offered hereby.
We have summarized some of the general terms and provisions of the warrants that we may issue in “
Description of Warrants
.”
A prospectus supplement will describe the particular terms of any warrants offered from time to time, and may supplement or change
the terms outlined below.
Debt
Securities
We
may offer any combination of senior debt securities or subordinated debt securities. The subordinated debt securities generally
will be entitled to payment only after payment of our senior debt. Senior debt securities will be unsubordinated obligations and
will rank equal with all our other unsubordinated debt. We may issue the senior debt securities and the subordinated debt securities
under separate indentures between us, as issuer, and the trustee or trustees identified in a prospectus supplement. We have summarized
some of the general terms and provisions of the debt securities that we may issue in “
Description of Debt Securities
.”
A prospectus supplement will describe the particular terms of any debt securities offered from time to time, and may supplement
or change the terms outlined below.
Units
We
may issue units comprised of one or more of the other classes of securities offered hereby in any combination. We have summarized
some of the general terms and provisions of the units that we may issue in “
Description of Units
.” A prospectus
supplement will describe the particular terms of any units offered from time to time, and may supplement or change the terms outlined
below.
RISK
FACTORS
Any
investment in our securities involves a high degree of risk. Potential investors are urged to read and consider the risks and
uncertainties relating to an investment in our company set forth under “
Risk Factors
” in the prospectus supplement
relating to a particular offering, together with all of the other information contained or incorporated by reference in the prospectus
supplement or contained or incorporated by reference in this prospectus. Potential investors also should read and consider the
risks and uncertainties discussed under the item “
Risk Factors
” in our annual report on Form 10-K and our quarterly
reports on Form 10-Q, all of which are incorporated herein by reference, and may be amended, supplemented or superseded from time
to time by other reports we file with the SEC in the future and any prospectus supplement related to a particular offering. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business and results
of operations. If any of these risks actually occur, our business, financial condition or results of operations could be seriously
harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.
NOTE
ON FORWARD-LOOKING STATEMENTS
The
statements contained in this prospectus and in the documents incorporated by reference in this prospectus that are not purely
historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipates,” “believes,” “continues,” “could,” “estimates,”
“expects,” “intends,” “may,” “might,” “plans,” “possible,”
“potential,” “predicts,” “projects,” “should,” “would” and similar
expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements in this prospectus and in the documents incorporated by reference in this prospectus may include, for
example, statements about our:
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operating history;
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ability
to generate revenue;
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ability
of our products to achieve regulatory approval and market acceptance;
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success
in retaining or recruiting, or changes required in, our officers, key employees or directors;
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expectation
that our existing capital resources will be sufficient to enable us to successfully meet the capital requirements for all
of our current and future products;
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potential
ability to obtain additional financing when and if needed;
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ability
to sustain status as a going concern;
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ability
to protect our intellectual property rights;
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ability
to complete strategic acquisitions;
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ability
to manage growth and integrate acquired operations;
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potential
liquidity and trading of our securities;
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regulatory
or operational risks;
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estimates
regarding expenses, future revenue, capital requirements and needs for additional financing; or
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expectations
regarding the time during which we will be an Emerging Growth Company under the JOBS Act.
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The
forward-looking statements contained in this prospectus and in the documents incorporated by reference in this prospectus are
based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are
not limited to, those factors incorporated by reference or described in “
Risk Factors
.” Should one or more
of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under
applicable securities laws.
USE
OF PROCEEDS
Unless
otherwise indicated in the applicable prospectus supplement, the net proceeds from the sale of the securities offered hereby will
be used for working capital and other general corporate purposes. Pending the application of such proceeds, we expect to invest
the proceeds in short-term, interest bearing, investment-grade marketable securities or money market obligations.
DESCRIPTION
OF CAPITAL STOCK
Introduction
In
the discussion that follows, we have summarized selected provisions of our certificate of incorporation, bylaws and the Delaware
General Corporation Law, or “DGCL,” relating to our capital stock. This summary is not complete. This discussion is
subject to the relevant provisions of Delaware law and is qualified in its entirety by reference to our certificate of incorporation
and our bylaws. You should read the provisions of our certificate of incorporation and our bylaws as currently in effect for provisions
that may be important to you.
Authorized
Capital Stock
We
are authorized to issue 50,000,000 shares of common stock, par value $0.001, and 20,000,000 shares of preferred stock, par value
$0.001.
In
addition, as of September 18, 2017, we had outstanding:
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shares of our common stock.
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422,838
shares of our Series A convertible preferred stock, or the “Series A Preferred,” and 125,000 shares of our Series
A-1 convertible preferred stock, or the “Series A-1 Preferred.” The Series A Preferred and the Series A-1 Preferred
are convertible into 508,422 shares and 125,000 shares of our common stock, respectively.
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10,579,695
IPO Warrants, each entitling the holder to purchase one share of common stock at $5.00 per share and expiring on January 29,
2022.
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422,838
Series A warrants, or the “Series A Warrants,” each entitling the holder to purchase one share of common stock
at an initial exercise price of $6.65 per share and expiring on April 30, 2024, and125,000 Series A-1 warrants, or the “Series
A-1 Warrants,” each entitling the holder to purchase one share of common stock at an initial exercise price of $6.67
per share and expiring on April 30, 2024. Each Series A Warrant and each Series A-1 Warrant is exchangeable through April
30, 2024 for four Series X redeemable warrants, or “Series X Redeemable Warrants.” Each Series X Redeemable Warrant
is exercisable for one share of Common Stock at an initial exercise price of $6.00 per share.
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2,660,000
Series S Warrants, or the “Series S Warrants,” each entitling the holder to purchase one share of common stock
at an initial exercise price of $0.01 per share expiring on June 30, 2032.
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Unit
purchase options, or “UPOs,” entitling the holders thereof to purchase 53,000 units, each consisting of one share
of common stock and one IPO Warrant, at an exercise price of $5.50 per unit.
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Employee
stock options entitling the holders thereof to purchase 1,921,924 shares of common stock at a weighted average exercise price
of $5.19 per share.
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Common
Stock
Holders
of common stock are entitled to one vote per share on matters on which our stockholders vote. There are no cumulative voting rights.
Subject to any preferential dividend rights of any outstanding shares of preferred stock, holders of common stock are entitled
to receive dividends, if declared by our board of directors, out of funds that we may legally use to pay dividends. If we liquidate
or dissolve, holders of common stock are entitled to share ratably in our assets once our debts and any liquidation preference
owed to any then-outstanding preferred stockholders are paid. Our certificate of incorporation does not provide the common stock
with any redemption, conversion or preemptive rights. All shares of common stock that are outstanding as of the date of this prospectus
will be fully-paid and non-assessable.
Preferred
Stock
Our
certificate of incorporation authorizes the issuance of blank check preferred stock. Accordingly, our board of directors is empowered,
without stockholder approval, to issue shares of preferred stock with dividend, liquidation, redemption, voting or other rights
which could adversely affect the voting power or other rights of the holders of shares of our common stock. In addition, shares
of preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. As of the
date of this prospectus, we have authorized two series of preferred stock, the Series A Preferred and the Series A-1 Preferred.
The
following outlines some of the general terms and provisions of the preferred stock that we may issue. A prospectus supplement
will describe the particular terms of any preferred stock offered from time to time, and may supplement or change the terms outlined
below. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from reports that we file with the SEC, a form of the certificate of designations that sets forth the terms of the particular
preferred stock we are offering. The summary of such terms contained in this prospectus and in the applicable prospectus supplement
is qualified in its entirety by reference to such form of certificate of designations. We urge you to read the form of certificate
of designations and the additional description of the terms of the preferred stock included in the prospectus supplement.
If
we offer a series of preferred stock, we will describe the specific terms of that series in a prospectus supplement, including:
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title of the series of preferred stock and the number of shares offered;
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the
price at which the preferred stock will be issued;
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the
dividend rate, if any, the dates on which the dividends will be payable and other terms relating to the payment of dividends
on the preferred stock;
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the
voting rights of the preferred stock;
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whether
the preferred stock is redeemable or subject to a sinking fund, and the terms of any such redemption or sinking fund;
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whether
the preferred stock is convertible into any other securities, and the terms and conditions of any such conversion;
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the
liquidation preference of the preferred stock; and
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any
additional rights, preferences and limitations of the preferred stock.
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When
the consideration for which the board of directors authorized the issuance of shares is received, the shares of preferred stock
will be fully paid and nonassessable.
Series
A Preferred Stock
On
January 26, 2017, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred
Stock, or the “Series A Certificate of Designation,” with the Delaware Secretary of State. The Series A Certificate
of Designation fixes the rights, preferences, powers, restrictions and limitations of the Series A Preferred.
Each
share of Series A Preferred shall be convertible, at any time and from time to time, at the option of the holder thereof, into
that number of shares of common stock determined by dividing the Stated Value (as defined in the Series A Certificate of Designation)
of such share of Series A Preferred (which is $6.00) by the conversion price. The conversion price (which was initially $6.00,
and was subsequently adjusted to $4.99) shall be adjusted in the event we (i) pay a stock dividend or otherwise make a distribution
or distributions payable in shares of common stock on shares of common stock or any other Common Stock Equivalents (as defined
in the Series A Certificate of Designation) (which, for avoidance of doubt, shall not include any shares of common stock issued
by us upon conversion of, or payment of a dividend on, the Series A Preferred), (ii) subdivide outstanding shares of common stock
into a larger number of shares, (iii) combine (including by way of a reverse stock split) outstanding shares of common stock into
a smaller number of shares, or (iv) issue, in the event of a reclassification of shares of the common stock, any shares of our
capital stock. In addition, the conversion price is subject to weighted average anti-dilution protection. This protection is intended
to compensate the holders of the Series A Preferred Stock for the dilution they will sustain if we issue shares of common stock
or Common Stock Equivalents, such as convertible securities or warrants, having a purchase price per share of common stock which
is less than the conversion price in effect immediately prior to such issuance. Weighted average anti-dilution takes account of
the number of shares of common stock being issued, or deemed to have been issued in the case of convertible securities, options
and warrants, in relation to the then outstanding shares of common stock, and the price at which such shares are issued or deemed
issued. The application of weighted average anti-dilution protection reduces the conversion price and increases the number of
shares of common stock issuable upon conversion of the Series A Preferred.
The
holders of Series A Preferred shall be entitled to receive, when, as and if declared by our board of directors cumulative dividends
at the rate of 8% per annum of the Stated Value per share of Series A Preferred per annum. Such dividends shall accrue and cumulate
whether or not we have earnings or surplus, whether or not there are funds legally available for the payment of such dividends
and whether or not such dividends are declared by our board of directors. All accumulated and unpaid dividends shall compound
quarterly at the rate of 8% of the Stated Value per annum. Through the Dividend Payment Date (as defined in the Series A Certificate
of Designation) of April 1, 2021, the dividends shall be payable in-kind in additional shares of Series A Preferred, rounded up
to the nearest whole share. For Dividend Payment Dates occurring after the April 1, 2021 Dividend Payment Date, such dividends
shall be paid at our option in any combination of shares of Series A Preferred, cash or shares of common stock. If we determine
to pay any dividends in shares of common stock, the number of shares of common stock payable shall be equal to the quotient of
(i) the amount of the dividend per share of Series A Preferred to be paid in shares of common stock and (ii) the average of the
volume weighted average price per share for the ten (10) consecutive Trading Days (as defined in the Series A Certificate of Designation)
ending on the Trading Day that is immediately prior to the applicable Dividend Payment Date determined as of the Dividend Payment
Date.
The
holders of Series A Preferred shall have no voting rights. However, as long as any shares of Series A Preferred are outstanding,
we shall not, without the affirmative vote of holders representing at least two-thirds of the then outstanding shares of the Series
A Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend
the Series A Certificate of Designation, (ii) amend our certificate of incorporation or other charter documents in any manner
that adversely affects any rights of the holders, (iii) increase the number of authorized shares of Series A Preferred except
as to pay dividends, (iv) create any class of equity security that would rank senior to the Series A Preferred as to dividends
or rights in a Liquidation (as defined in the Series A Certificate of Designation), or (v) enter into any agreement with respect
to any of the foregoing.
In
the event of our voluntary or involuntary liquidation, dissolution or winding up or any Deemed Liquidation Event (as defined in
the Series A Certificate of Designation), the holders of shares of Series A Preferred then outstanding shall be entitled to be
paid out of our assets available for distribution to our stockholders before any payment shall be made to the holders of common
stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value, plus any dividends
accrued but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series A Preferred been
converted into common stock in accordance with the Series A Certificate of Designation immediately prior to such liquidation,
dissolution, winding up or Deemed Liquidation Event.
Series
A-1 Preferred Stock
On
August 4, 2017, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred
Stock, or the “Series A-1 Certificate of Designation,” with the Delaware Secretary of State. The Series A-1 Certificate
of Designation fixes the rights, preferences, powers, restrictions and limitations of the Series A-1 Preferred.
Each
share of Series A-1 Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof
into that number of shares of common stock determined by dividing the Stated Value (as defined in the Series A-1 Certificate of
Designation) of such share of Series A-1 Preferred (which is $4.00) by the conversion price. The conversion price is initially
$4.00 and shall be adjusted in the event we (i) pay a stock dividend or otherwise make a distribution or distributions payable
in shares of common stock on shares of common stock or any other Common Stock Equivalents (as defined in the Series A-1 Certificate
of Designation) (which, for avoidance of doubt, shall not include any shares of common stock issued by us upon conversion of,
or payment of a dividend on, the Series A-1 Preferred Stock), (ii) subdivide outstanding shares of common stock into a larger
number of shares, (iii) combine (including by way of a reverse stock split) outstanding shares of common stock into a smaller
number of shares, or (iv) issue, in the event of a reclassification of shares of the common stock, any shares of our capital stock.
The
holders of Series A-1 Preferred shall be entitled to receive, when, as and if declared by our board of directors, cumulative dividends
at the rate of 8% per annum of the Stated Value per share of Series A-1 Preferred per annum. Such dividends shall accrue and cumulate
whether or not we have earnings or surplus, whether or not there are funds legally available for the payment of such dividends
and whether or not such dividends are declared by our board of directors. All accumulated and unpaid dividends shall compound
quarterly at the rate of 8% of the Stated Value per annum. Through the Dividend Payment Date (as defined in the Series A-1 Certificate
of Designation) of April 1, 2021, the dividends shall be payable in-kind in additional shares of Series A-1 Preferred, rounded
up to the nearest whole share. For Dividend Payment Dates occurring after the April 1, 2017 Dividend Payment Date, such dividends
shall be paid at our option in any combination of shares of Series A-1 Preferred, cash or shares of common stock. If we determine
to pay any dividends in shares of common stock, the number of shares of common stock payable shall be equal to the quotient of
(i) the amount of the dividend per share of Series A-1 Preferred to be paid in shares of common stock and (ii) the average of
the volume weighted average price per share for the ten (10) consecutive Trading Days (as defined in the Series A-1 Certificate
of Designation) ending on the Trading Day that is immediately prior to the applicable Dividend Payment Date determined as of the
Dividend Payment Date.
The
holders of Series A-1 Preferred shall have no voting rights. However, as long as any shares of Series A-1 Preferred are outstanding,
we shall not, without the affirmative vote of holders representing at least two-thirds of the then outstanding shares of the Series
A-1 Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series A-1 Preferred or alter or amend
the Series A-1 Certificate of Designation, (ii) amend our certificate of incorporation or other charter documents in any manner
that adversely affects any rights of the holders, (iii) increase the number of authorized shares of Series A-1 Preferred except
as to pay dividends, (iv) create any class of equity security that would rank senior to the Series A-1 Preferred as to dividends
or rights in a Liquidation (as defined in the Series A-1 Certificate of Designation), or (v) enter into any agreement with respect
to any of the foregoing.
In
the event of our voluntary or involuntary liquidation, dissolution or winding up or any Deemed Liquidation Event (as defined in
the Series A-1 Certificate of Designation), the holders of shares of Series A-1 Preferred then outstanding shall be entitled to
be paid out of our assets available for distribution to our stockholders before any payment shall be made to the holders of common
stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value, plus any dividends
accrued but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series A-1 Preferred been
converted into common stock in accordance with the Series A-1 Certificate of Designation immediately prior to such liquidation,
dissolution, winding up or Deemed Liquidation Event.
Series
S Warrants
On
June 30, 2017, we entered into a Note and Securities Purchase Agreement, or the “NSPA,” with Scopia Holdings, LLC,
or “Scopia.” Effective July 3, 2017, we consummated the sale of securities pursuant to the NSPA, upon the issuance
by us of a 15.0% senior secured promissory note with a principal amount of $5,000,000 to Scopia; the issuance by us of an aggregate
of 2,660,000 Series S Warrants to purchase shares of our common stock to Scopia and its designees; and the delivery by Scopia
to us of $4.8 million in cash, representing the principal amount of the secured promissory note net of Scopia’s costs. Each
Series S Warrant is exercisable immediately for one share of common stock and will remain exercisable until June 30, 2032. The
exercise price (which is $0.01) and number of shares of common stock issuable upon exercise of the Series S Warrants are subject
to adjustment in the event of stock dividends, stock splits, pro rata distributions or similar events affecting the common stock.
The Series S Warrants may also be exercised, in whole or in part, on a cashless basis. Any Series S Warrants outstanding on the
expiration date of the warrants shall be automatically exercised via cashless exercise.
Series
A Warrants
Each
Series A Warrant is exercisable immediately for one share of common stock and will remain exercisable until April 30, 2024. The
exercise price (which was initially $8.00 per share, and was subsequently adjusted to $6.65 per share) of the Series A Warrants
is subject to weighted average anti-dilution protection which could cause the exercise price to decrease upon any issuances of
shares of common stock or common stock equivalents at less than the current exercise price. No such reduction, however, shall
cause the number of shares issuable upon exercise of a Series A Warrant to increase. Holders may exercise Series A Warrants by
paying the exercise price in cash or, if at any time after February 4, 2017, there is no effective registration statement registering,
or no current prospectus available for, the resale of the shares of common stock underlying the Series A Warrants, then each Series
A Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”. In addition,
each Series A Warrant can be exchanged through April 30, 2024 for four Series X Redeemable Warrants.
Series
A-1 Warrants
Each
Series A-1 Warrant is exercisable immediately for one share of common stock and will remain exercisable until April 30, 2024.
The exercise price (which is $6.67) and number of shares of common stock issuable upon exercise of the Series A-1 Warrants are
subject to adjustment in the event of stock dividends, stock splits or similar events affecting the common stock. Holders may
exercise Series A-1 Warrants by paying the exercise price in cash or, if at any time there is no effective Registration Statement
registering, or no current prospectus available for, the resale of the shares of common stock underlying the Series A-1 Warrants,
then each Series A-1 Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”.
In addition, each Series A-1 Warrant can be exchanged through April 30, 2024 for four Series X Redeemable Warrants.
Series
X Redeemable Warrants
Each
Series X Redeemable Warrant will be exercisable for one share of common stock at an exercise price of $6.00 per share, subject
to adjustment, commencing at 9:00 a.m., New York City time, on the first trading day following October 31, 2018 and ending at
5:00 p.m., New York City time, on April 30, 2024, or earlier upon redemption. The Series X Redeemable Warrants have no anti-dilution
protection.
Holders
may exercise Series X Redeemable Warrants by paying the exercise price in cash or, if at any time after July 26, 2017, there is
no effective registration statement registering, or no current prospectus available for, the issuance or resale of the shares
of common stock underlying the Series X Redeemable Warrants, then each Series X Redeemable Warrant may also be exercised, in whole
or in part, at such time by means of a “cashless exercise”. At any time after April 30, 2019, we may at our option,
redeem all, but not less than all, of the outstanding Series X Redeemable Warrants at a price of $0.01 per Series X Redeemable
Warrant if the volume weighted average price per share of the common stock has been at least $18.00 (as adjusted for stock splits,
stock dividends, or similar events) for twenty trading days out of the thirty trading day period ending three business days prior
to the notice of redemption in addition to certain other conditions.
Each
Series X Redeemable Warrant outstanding as of April 30, 2024 will be automatically exercised as a cashless exercise unless the
exercise price of the Series X Redeemable Warrant (subject to adjustment as set forth in this prospectus) is greater than the
volume weighted average price per share of common stock as of April 30, 2024.
We
provide certain rights to a holder if we fail to deliver the shares of common stock underlying the Series X Redeemable Warrants
by the third trading day after the date on which the holder of such warrant delivers a notice of exercise and the original warrant
to us. If we fail to meet this deadline, then we must pay the holder for each trading day that elapses until the shares are delivered
or until the holder rescinds the exercise of the Series X Redeemable Warrant a cash penalty between $10 and $20 for each $1,000
of shares subject to such exercise. Additionally, if we fail to deliver the shares to a holder by the prescribed date and the
holder is required by its brokerage firm to purchase, or the holder’s brokerage firm purchases, shares of common stock to
satisfy a prior sale of the shares by the holder, then we will (i) pay the amount lost by having to cover the sale and (ii) at
the holder’s option (x) reissue the Series X Redeemable Warrant in an amount equal to the number of shares exercised by
the holder thereby rescinding the prior exercise or (y) deliver shares of common stock to the holder that would have been issued
if we had timely delivered the shares of common stock to the holder by the prescribed delivery date.
In
the event of a stock dividend or stock split, the number of shares of common stock issuable on exercise of the Series X Redeemable
Warrants will be adjusted, but the aggregate exercise price will remain unchanged.
If
we declare or make a dividend or other distribution of its assets to holders of shares of common stock after a Series X Redeemable
Warrant is issued, then the holder of a Series X Redeemable Warrant will be entitled to participate in such dividend or distribution
as if they actually held the number of shares of common stock they would be entitled to if they had exercised their Series X Redeemable
Warrant.
If
we, directly or indirectly, in one or more related transactions enters into a Fundamental Transaction (as defined in the warrant
agreement governing the Series X Redeemable Warrants), then upon the subsequent exercise of a Series X Redeemable Warrant, the
holder (at its option) will be entitled to receive, for each share that would have been issuable upon the holder’s exercise
of such warrant immediately prior to the Fundamental Transaction, the number of shares of common stock of the successor or surviving
company or of us (if we survive the Fundamental Transaction) and any additional consideration receivable in connection with the
Fundamental Transaction by a holder of the number of shares of common stock for which the Series X Redeemable Warrant is exercisable
immediately prior to the Fundamental Transaction.
The
Series X Redeemable Warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer &
Trust Company, as warrant agent, and us. The warrant agreement will require the written consent of us and the holders of Series
X Redeemable Warrants representing at least two-thirds of the shares of common stock issuable upon exercise of such Series X Redeemable
Warrants in order to amend the terms of the Series X Redeemable Warrants. Under the terms of the warrant agreement, we will agree
to use our commercially reasonable best efforts to meet these conditions and to maintain a current prospectus relating to the
shares of common stock issuable upon exercise of the Series X Redeemable Warrants until the expiration of the Series X Redeemable
Warrants.
IPO
Warrants
Each
IPO Warrant entitles the registered holder to purchase one share of our common stock at a price of $5.00 per share, subject to
adjustment as discussed below. Each IPO Warrant is currently exercisable and will expire on January 29, 2022 at 5:00 p.m., New
York City time, or earlier upon redemption. However, no IPO Warrants will be exercisable for cash unless we have an effective
and current registration statement covering the shares of common stock issuable upon exercise of the IPO Warrants and a current
prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares
of common stock issuable upon exercise of the IPO Warrants is not effective when the IPO Warrants become exercisable, IPO Warrant
holders may, until such time as there is an effective registration statement and during any period when we shall have failed to
maintain an effective registration statement, exercise IPO Warrants on a cashless basis in the same manner as if we called the
IPO Warrants for redemption and required all holders to exercise their IPO Warrants on a “cashless basis.” In such
event, each holder would pay the exercise price by surrendering the IPO Warrants for that number of shares of common stock equal
to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the IPO Warrants, multiplied
by the difference between the exercise price of the IPO Warrants and the “fair market value” (defined below) by (y)
the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of
the shares of common stock for the 10 trading days ending on the trading day prior to the date of exercise. Pursuant to an agreement
between us and our founders (HCFP/Capital Partners III LLC and Pavilion Venture Partners LLC, affiliates of certain of our officers
and directors), the 8,083,049 IPO Warrants originally issued to our founders prior to our IPO shall be exercisable on a “cashless”
basis in their hands.
We
may redeem the outstanding IPO Warrants (other than those outstanding prior to our IPO held by our management, founders and members
thereof, but including IPO Warrants originally issued to other investors prior to our IPO), at our option, in whole or in part,
at a price of $0.01 per IPO Warrant:
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at
any time while the IPO Warrants are exercisable;
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upon
a minimum of 30 days’ prior written notice of redemption;
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if,
and only if, the volume weighted average price of our common stock equals or exceeds $10.00 (subject to adjustment) for any
20 consecutive trading days ending three business days before we send the notice of redemption, provided that the average
daily trading volume in the stock is at least 20,000 shares per day; and
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if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such
IPO Warrants.
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The
right to exercise will be forfeited unless the IPO Warrants are exercised prior to the date specified in the notice of redemption.
On and after the redemption date, a record holder of an IPO Warrant will have no further rights except to receive the redemption
price for such holder’s warrant upon surrender of such IPO Warrant.
If
we call the IPO Warrants for redemption as described above, we will have the option to require all holders that wish to exercise
IPO Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering
the IPO Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of common stock underlying the IPO Warrants, multiplied by the difference between the exercise price of the IPO Warrants
and the “fair market value” (defined below) by (y) the fair market value. In this case, the “fair market value”
shall mean the average reported last sale price of the shares of common stock for the ten (10) trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of IPO Warrants. Whether we will exercise
our option to require all holders to exercise their IPO Warrants on a “cashless basis” will depend on a variety of
factors including the price of our shares of common stock at the time the IPO Warrants are called for redemption, our cash needs
at such time and concerns regarding dilutive stock issuances.
The
IPO Warrants have been issued in registered form under a Warrant Agreement, or the “IPO Warrant Agreement,” between
Continental Stock Transfer & Trust Company, or the “IPO Warrant Agent,” and us. The IPO Warrant Agreement provides
that the terms of the IPO Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding IPO Warrants
in order to make any change that adversely affects the interests of the registered holders.
The
exercise price and number of shares of common stock issuable on exercise of the IPO Warrants may be adjusted in certain circumstances
including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation.
However, the IPO Warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise
prices.
The
IPO Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the
IPO Warrant Agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of IPO Warrants
being exercised. The IPO Warrant holders do not have the rights or privileges of holders of shares of common stock and any voting
rights until they exercise their IPO Warrants and receive shares of common stock. After the issuance of shares of common stock
upon exercise of the IPO Warrants, each holder will be entitled to one vote for each share held of record on all matters to be
voted on by stockholders.
Except
as described above, no IPO Warrants will be exercisable and we will not be obligated to issue shares of common stock unless at
the time a holder seeks to exercise such IPO Warrant, a prospectus relating to the shares of common stock issuable upon exercise
of the IPO Warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the
securities laws of the state of residence of the holder of the IPO Warrants. Under the terms of the Warrant Agreement, we have
agreed to use our commercially reasonable best efforts to meet these conditions and to maintain a current prospectus relating
to the shares of common stock issuable upon exercise of the IPO Warrants until the expiration of the IPO Warrants.
No
fractional shares will be issued upon exercise of the IPO Warrants. If, upon exercise of the IPO Warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares
of common stock to be issued to the IPO Warrant holder.
Unit
Purchase Options
On
April 28, 2016, we issued the UPOs to the selling agents in our IPO. The UPOs provide for the purchase of 53,000 units at an exercise
price of $5.50 per unit. Each unit covered by the UPOs is identical to the units sold in our IPO and consists of one share of
common stock and one IPO Warrant.
Dividends
We
have not paid any cash dividends on our shares of common stock to date. The payment of cash dividends in the future will be dependent
upon our revenues and earnings, if any, capital requirements and general financial condition and will be within the discretion
of our board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our
business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future.
Limitation
on Directors’ Liability and Indemnification
Our
certificate of incorporation provides that no director of ours will be personally liable to us or any of our stockholders for
monetary damages arising from the director’s breach of fiduciary duty as a director. However, this does not apply with respect
to any action in which the director would be liable under Section 174 of the DGCL nor does it apply with respect to any liability
in which the director (i) breached his duty of loyalty to us or our stockholders; (ii) did not act in good faith or, in failing
to act, did not act in good faith; (iii) acted in a manner involving intentional misconduct or a knowing violation of law or,
in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law; or (iv) derived
an improper personal benefit. This provision could have the effect of reducing the likelihood of derivative litigation against
our directors and may discourage or deter our stockholders or management from bringing a lawsuit against our directors for breach
of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders.
Our
certificate of incorporation and bylaws provide that all directors and officers shall be entitled to be indemnified by such company
to the fullest extent permitted by law. The certificate of incorporation provides that we may indemnify to the fullest extent
permitted by law all employees. Our bylaws provide that, if authorized by our board of directors, we may indemnify any other person
whom it has the power to indemnify under section 145 of the DGCL. We have entered, and intend to continue to enter, into separate
indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our certificate
of incorporation and bylaws. We also maintain directors’ and officers’ liability insurance.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or person controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
Anti-Takeover
Provisions
Provisions
of the DGCL and our certificate of incorporation and bylaws could make it more difficult to acquire us by means of a tender offer,
a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected
to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate
and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the
benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire
or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation
of these proposals could result in improved terms for our stockholders.
Delaware
Anti-Takeover Statute.
We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the
DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested
stockholder” for a period of three years following the time the person became an interested stockholder, unless the business
combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed
manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting
in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together
with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own)
15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover
effect with respect to transactions not approved in advance by the board of directors, including discouraging attempts that might
result in a premium over the market price for the shares of common stock held by stockholders.
Amendments
to Our Certificate of Incorporation.
Under the DGCL, the affirmative vote of a majority of the outstanding shares entitled
to vote thereon and a majority of the outstanding stock of each class entitled to vote thereon is required to amend a corporation’s
certificate of incorporation. Under the DGCL, the holders of the outstanding shares of a class of our capital stock shall be entitled
to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if
the amendment would:
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increase
or decrease the aggregate number of authorized shares of such class;
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increase
or decrease the par value of the shares of such class; or
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alter
or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.
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If
any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class of our
capital stock so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so
affected by the amendment shall be considered a separate class for the purposes of this provision.
Classified
Board
. Our board of directors is divided into three classes. The number of directors in each class is as nearly equal as possible.
Directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election. The existence of a classified board may extend the time required to make
any change in control of the board when compared to a corporation with an unclassified board. It may take two annual meetings
for our stockholders to effect a change in control of the board, because in general less than a majority of the members of the
board will be elected at a given annual meeting. Because our board is classified and our certificate of incorporation does not
otherwise provide, under Delaware law, our directors may only be removed for cause.
Vacancies
in the Board of Directors.
Our certificate of incorporation and bylaws provide that, subject to limitations, any vacancy occurring
in our board of directors for any reason may be filled by a majority of the remaining members of our board of directors then in
office, even if such majority is less than a quorum. Each director elected to fill a vacancy resulting from the death, resignation
or removal of a director shall hold office until the expiration of the term of the director whose death, resignation or removal
created the vacancy.
Special
Meetings of Stockholders.
Under our bylaws, special meetings of stockholders may be called by the directors, or the president
or the chairman, and shall be called by the secretary at the request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and outstanding and entitled to vote.
No
Cumulative Voting.
The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors
unless our certificate of incorporation provides otherwise. Our certificate of incorporation does not provide for cumulative voting.
Listing
Our
common stock and IPO Warrants are traded on the NASDAQ Capital Market under the symbols “PAVM” and “PAVMW”,
respectively. As of the date of this prospectus, no other class of capital stock that we may offer by this prospectus is listed
on any national securities exchange or automated quotation system.
Transfer
Agent and Registrar and Warrant Agent
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. The transfer agent and registrar
for any series of preferred stock will be set forth in the applicable prospectus supplement. The warrant agent for our IPO Warrants
is Continental Stock Transfer & Trust Company. The warrant agent for any class of warrants, if any, will be set forth in the
applicable prospectus supplement.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock, preferred stock, debt securities or any other security offered hereby. Warrants
may be issued independently or together with other securities and may be attached to or separate from any offered securities.
We may issue the warrants directly or under warrant agreements to be entered into between a warrant agent and us. Any warrant
agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency
or trust for or with any holders or beneficial owners of warrants.
The
following outlines some of the general terms and provisions of the warrants that we may issue. A prospectus supplement will describe
the particular terms of any warrants offered from time to time, and may supplement or change the terms outlined below. We will
file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, a form of the warrant or form of the warrant agreement and warrant certificate that sets forth the
terms of the particular warrants we are offering. The summary of such terms contained in this prospectus and in the applicable
prospectus supplement is qualified in its entirety by reference to such warrant or warrant agreement and warrant certificate.
We urge you to read the warrant or warrant agreement and warrant certificate and the additional description of the terms of the
warrants included in the prospectus supplement.
General
The
prospectus supplement relating to a particular issue of warrants will describe the terms of the warrants, including the following:
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the
title of the warrants;
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the
offering price for the warrants, if any;
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the
aggregate number of the warrants;
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the
designation and terms of the common stock, preferred stock or other class of security that may be purchased upon exercise
of the warrants;
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if
applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued
with each security;
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if
applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
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the
number of shares and price of common stock or preferred stock, or the designation and number or amount of other debt securities,
that may be purchased upon exercise of a warrant;
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the
dates on which the right to exercise the warrants commence and expire;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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if
applicable, a discussion of material U.S. federal income tax considerations;
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anti-dilution
provisions of the warrants, if any;
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redemption
or call provisions, if any, applicable to the warrants; and
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any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the
warrants.
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Exercise
of Warrants
Each
warrant will entitle the holder of the warrant to purchase at the exercise price set forth in the applicable prospectus supplement
the principal amount of debt securities or shares of common stock or preferred stock being offered. Holders may exercise warrants
at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close
of business on the expiration date, unexercised warrants will be void. Holders may exercise warrants as set forth in the prospectus
supplement relating to the warrants being offered.
Until
a holder exercises the warrants to purchase any securities underlying the warrants, the holder will not have any rights as a holder
of the underlying securities by virtue of ownership of warrants.
DESCRIPTION
OF DEBT SECURITIES
We
may offer any combination of senior debt securities or subordinated debt securities. We may issue the senior debt securities and
the subordinated debt securities under separate indentures between us, as issuer, and the trustee or trustees identified in a
prospectus supplement. Further information regarding the trustee may be provided in the prospectus supplement. The form for each
type of indenture is filed as an exhibit to the registration statement of which this prospectus is a part.
The
following outlines some of the general terms and provisions of the debt securities that we may issue. A prospectus supplement
will describe the particular terms of any debt securities offered from time to time, and may supplement or change the terms outlined
below. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from reports that we file with the SEC, a form of the indenture supplement that sets forth the terms of the particular debt securities
we are offering. The summary of such debt securities contained in this prospectus and in the applicable prospectus supplement
is qualified in its entirety by reference to the indentures and the applicable indenture supplement. We urge you to read the indentures,
the applicable indenture supplement and the additional description of the debt securities in the prospectus supplement.
General
Within
the total dollar amount of this shelf registration statement, we may issue an unlimited principal amount of debt securities in
separate series. We may specify a maximum aggregate principal amount for the debt securities of any series. The debt securities
will have terms that are consistent with the indentures. Senior debt securities will be unsubordinated obligations and will rank
equal with all our other unsubordinated debt. Subordinated debt securities will be paid only if all payments due under our senior
indebtedness, including any outstanding senior debt securities, have been made.
The
indentures might not limit the amount of other debt that we may incur or whether that debt is senior to the debt securities offered
by this prospectus, and might not contain financial or similar restrictive covenants. The indentures might not contain any provision
to protect holders of debt securities against a sudden or dramatic decline in our ability to pay our debt.
The
prospectus supplement will describe the debt securities and the price or prices at which we will offer the debt securities. The
description will include:
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the
title and form of the debt securities;
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any
limit on the aggregate principal amount of the debt securities or the series of which they are a part;
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the
date or dates on which we must repay the principal, the maturity date and the principal amount due at maturity and whether
the securities will be offered at a price such that they will be deemed an “original issue discount”;
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the
person to whom any interest on a debt security of the series will be paid;
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the
rate or rates at which the debt securities will bear interest;
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if
any, the date or dates from which interest will accrue, and the dates on which we must pay interest;
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the
place or places where we must pay the principal and any premium or interest on the debt securities;
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the
terms and conditions on which we may redeem any debt security, if at all;
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any
obligation to redeem or purchase any debt securities, and the terms and conditions on which we must do so;
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the
denominations in which we may issue the debt securities;
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the
currency in which we will pay the principal of and any premium or interest on the debt securities and whether we may pay in
property other than cash, including our securities;
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the
principal amount of the debt securities that we will pay upon declaration of acceleration of their maturity;
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whether
and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a
United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;
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if
applicable, that the debt securities are defeasible and the terms of such defeasance;
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if
applicable, the terms of any right to convert debt securities into, or exchange debt securities for, debt securities, preferred
stock and common stock or other securities or property;
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whether
we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for
the global securities and the terms of the global securities;
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the
subordination provisions that will apply to any subordinated debt securities;
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any
addition to or change in the events of default applicable to the debt securities and any change in the right of the trustee
or the holders to declare the principal amount of any of the debt securities due and payable;
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any
addition to or change in the covenants in the indentures; and
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any
other terms of the debt securities not inconsistent with the applicable indentures.
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We
may sell the debt securities at a substantial discount below their stated principal amount. We will describe U.S. federal income
tax considerations, if any, applicable to debt securities sold at an original issue discount in the prospectus supplement. An
“original issue discount security” is any debt security sold for less than its face value, and which provides that
the holder cannot receive the full face value if maturity is accelerated. The prospectus supplement relating to any original issue
discount securities will describe the particular provisions relating to acceleration of the maturity upon the occurrence of an
event of default. In addition, we will describe U.S. federal income tax or other considerations applicable to any debt securities
that are denominated in a currency or unit other than U.S. dollars in the prospectus supplement.
Conversion
and Exchange Rights
The
prospectus supplement will describe, if applicable, the terms on which you may convert debt securities into or exchange them for
debt securities, preferred stock and common stock or other securities or property. The conversion or exchange may be mandatory
or may be at our option or at your option. The prospectus supplement will describe how the amount of debt securities, number of
shares of preferred stock and common stock or other securities or property to be received upon conversion or exchange would be
calculated.
Subordination
of Subordinated Debt Securities
The
indebtedness underlying any subordinated debt securities will be payable only if all payments due under our senior indebtedness,
as defined in the applicable indenture and any indenture supplement, including any outstanding senior debt securities, have been
made. If we distribute our assets to creditors upon any dissolution, winding-up, liquidation or reorganization or in bankruptcy,
insolvency, receivership or similar proceedings, we must first pay all amounts due or to become due on all senior indebtedness
before we pay the principal of, or any premium or interest on, the subordinated debt securities. In the event the subordinated
debt securities are accelerated because of an event of default, we may not make any payment on the subordinated debt securities
until we have paid all senior indebtedness or the acceleration is rescinded. If the payment of subordinated debt securities accelerates
because of an event of default, we must promptly notify holders of senior indebtedness of the acceleration.
If
we experience a bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders
of subordinated debt securities may receive less, ratably, than our other creditors. The indenture for subordinated debt securities
may not limit our ability to incur additional senior indebtedness.
Form,
Exchange and Transfer
We
will issue debt securities only in fully registered form, without coupons, and only in denominations of $1,000 and integral multiples
thereof, unless the prospectus supplement provides otherwise. The holder of a debt security may elect, subject to the terms of
the indentures and the limitations applicable to global securities, to exchange them for other debt securities of the same series
of any authorized denomination and of similar terms and aggregate principal amount.
Holders
of debt securities may present them for exchange as provided above or for registration of transfer, duly endorsed or with the
form of transfer duly executed, at the office of the transfer agent we designate for that purpose. We will not impose a service
charge for any registration of transfer or exchange of debt securities, but we may require a payment sufficient to cover any tax
or other governmental charge payable in connection with the transfer or exchange. We will name the transfer agent in the prospectus
supplement. We may designate additional transfer agents or rescind the designation of any transfer agent or approve a change in
the office through which any transfer agent acts, but we must maintain a transfer agent in each place where we will make payment
on debt securities.
If
we redeem the debt securities, we will not be required to issue, register the transfer of or exchange any debt security during
a specified period prior to mailing a notice of redemption. We are not required to register the transfer of or exchange of any
debt security selected for redemption, except the unredeemed portion of the debt security being redeemed.
Global
Securities
The
debt securities may be represented, in whole or in part, by one or more global securities that will have an aggregate principal
amount equal to that of all debt securities of that series. Each global security will be registered in the name of a depositary
identified in the prospectus supplement. We will deposit the global security with the depositary or a custodian, and the global
security will bear a legend regarding the restrictions on exchanges and registration of transfer.
No
global security may be exchanged in whole or in part for debt securities registered, and no transfer of a global security in whole
or in part may be registered, in the name of any person other than the depositary or any nominee or successor of the depositary
unless:
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the
depositary is unwilling or unable to continue as depositary; or
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the
depositary is no longer in good standing under the Securities Exchange Act of 1934, as amended, or “Exchange Act,”
or other applicable statute or regulation.
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The
depositary will determine how all securities issued in exchange for a global security will be registered.
As
long as the depositary or its nominee is the registered holder of a global security, we will consider the depositary or the nominee
to be the sole owner and holder of the global security and the underlying debt securities. Except as stated above, owners of beneficial
interests in a global security will not be entitled to have the global security or any debt security registered in their names,
will not receive physical delivery of certificated debt securities and will not be considered to be the owners or holders of the
global security or underlying debt securities. We will make all payments of principal, premium and interest on a global security
to the depositary or its nominee. The laws of some jurisdictions require that some purchasers of securities take physical delivery
of such securities in definitive form. These laws may prevent you from transferring your beneficial interests in a global security.
Only
institutions that have accounts with the depositary or its nominee and persons that hold beneficial interests through the depositary
or its nominee may own beneficial interests in a global security. The depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its
participants. Ownership of beneficial interests in a global security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the depositary or any such participant.
The
policies and procedures of the depositary may govern payments, transfers, exchanges and other matters relating to beneficial interests
in a global security. We and the trustee will assume no responsibility or liability for any aspect of the depositary’s or
any participant’s records relating to, or for payments made on account of, beneficial interests in a global security.
Payment
and Paying Agents
We
will pay principal and any premium or interest on a debt security to the person in whose name the debt security is registered
at the close of business on the regular record date for such interest.
We
will pay principal and any premium or interest on the debt securities at the office of our designated paying agent. Unless the
prospectus supplement indicates otherwise, the corporate trust office of the trustee will be the paying agent for the debt securities.
Any
other paying agents we designate for the debt securities of a particular series will be named in the prospectus supplement. We
may designate additional paying agents, rescind the designation of any paying agent or approve a change in the office through
which any paying agent acts, but we must maintain a paying agent in each place of payment for the debt securities.
The
paying agent will return to us all money we pay to it for the payment of the principal, premium or interest on any debt security
that remains unclaimed for a specified period. Thereafter, the holder may look only to us for payment, as an unsecured general
creditor.
Consolidation,
Merger and Sale of Assets
Under
the terms of the indentures, so long as any securities remain outstanding, we may not consolidate or enter into a share exchange
with or merge into any other person, in a transaction in which we are not the surviving corporation, or sell, convey, transfer
or lease our properties and assets substantially as an entirety to any person, unless:
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the
successor assumes our obligations under the debt securities and the indentures; and
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we
meet the other conditions described in the indentures.
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Events
of Default
Each
of the following will constitute an event of default under each indenture:
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failure
to pay any interest on any debt security when due, for more than a specified number of days past the due date;
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failure
to pay any principal or deposit any sinking fund payment when due;
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failure
to perform any covenant or agreement in the indenture that continues for a specified number of days after written notice has
been given by the trustee or the holders of a specified percentage in aggregate principal amount of the debt securities of
that series;
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events
of bankruptcy, insolvency or reorganization; and
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any
other event of default specified in the prospectus supplement.
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If
an event of default occurs and continues, both the trustee and holders of a specified percentage in aggregate principal amount
of the outstanding securities of that series may declare the principal amount of the debt securities of that series to be immediately
due and payable. The holders of a majority in aggregate principal amount of the outstanding securities of that series may rescind
and annul the acceleration if all events of default, other than the nonpayment of accelerated principal, have been cured or waived.
Except
for its duties in case of an event of default, the trustee will not be obligated to exercise any of its rights or powers at the
request or direction of any of the holders, unless the holders have offered the trustee reasonable indemnity. If they provide
this indemnification and subject to conditions specified in the applicable indenture, the holders of a majority in aggregate principal
amount of the outstanding securities of any series may direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities
of that series.
No
holder of a debt security of any series may institute any proceeding with respect to the indentures, or for the appointment of
a receiver or a trustee, or for any other remedy, unless:
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the
holder has previously given the trustee written notice of a continuing event of default;
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the
holders of a specified percentage in aggregate principal amount of the outstanding securities of that series have made a written
request upon the trustee, and have offered reasonable indemnity to the trustee, to institute the proceeding;
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the
trustee has failed to institute the proceeding for a specified period of time after its receipt of the notification; and
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the
trustee has not received a direction inconsistent with the request within a specified number of days from the holders of a
specified percentage in aggregate principal amount of the outstanding securities of that series.
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Modification
and Waiver
We
and the trustee may change an indenture without the consent of any holders with respect to specific matters, including:
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to
fix any ambiguity, defect or inconsistency in the indenture; and
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to
change anything that does not materially adversely affect the interests of any holder of debt securities of any series.
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In
addition, under the indentures, the rights of holders of a series of notes may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series
that is affected. However, we and the trustee may only make the following changes with the consent of the holder of any outstanding
debt securities affected:
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extending
the fixed maturity of the series of notes;
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reducing
the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon the redemption,
of any debt securities; or
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reducing
the percentage of debt securities the holders of which are required to consent to any amendment.
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The
holders of a majority in principal amount of the outstanding debt securities of any series may waive any past default under the
indenture with respect to debt securities of that series, except a default in the payment of principal, premium or interest on
any debt security of that series or in respect of a covenant or provision of the indenture that cannot be amended without each
holder’s consent.
Except
in limited circumstances, we may set any day as a record date for the purpose of determining the holders of outstanding debt securities
of any series entitled to give or take any direction, notice, consent, waiver or other action under the indentures. In limited
circumstances, the trustee may set a record date. To be effective, the action must be taken by holders of the requisite principal
amount of such debt securities within a specified period following the record date.
Defeasance
To
the extent stated in the prospectus supplement, we may elect to apply the provisions in the indentures relating to defeasance
and discharge of indebtedness, or to defeasance of restrictive covenants, to the debt securities of any series. The indentures
provide that, upon satisfaction of the requirements described below, we may terminate all of our obligations under the debt securities
of any series and the applicable indenture, known as legal defeasance, other than our obligation:
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to
maintain a registrar and paying agents and hold monies for payment in trust;
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to
register the transfer or exchange of the notes; and
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to
replace mutilated, destroyed, lost or stolen notes.
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In
addition, we may terminate our obligation to comply with any restrictive covenants under the debt securities of any series or
the applicable indenture, known as covenant defeasance.
We
may exercise our legal defeasance option even if we have previously exercised our covenant defeasance option. If we exercise either
defeasance option, payment of the notes may not be accelerated because of the occurrence of events of default.
To
exercise either defeasance option as to debt securities of any series, we must irrevocably deposit in trust with the trustee money
and/or obligations backed by the full faith and credit of the United States that will provide money in an amount sufficient in
the written opinion of a nationally recognized firm of independent public accountants to pay the principal of, premium, if any,
and each installment of interest on the debt securities. We may only establish this trust if, among other things:
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no
event of default shall have occurred or be continuing;
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in
the case of legal defeasance, we have delivered to the trustee an opinion of counsel to the effect that we have received from,
or there has been published by, the Internal Revenue Service a ruling or there has been a change in law, which in the opinion
of our counsel, provides that holders of the debt securities will not recognize gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
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in
the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of
the debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not occurred; and
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we
satisfy other customary conditions precedent described in the applicable indenture.
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Notices
We
will mail notices to holders of debt securities as indicated in the prospectus supplement.
Title
We
may treat the person in whose name a debt security is registered as the absolute owner, whether or not such debt security may
be overdue, for the purpose of making payment and for all other purposes.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York.
DESCRIPTION
OF THE UNITS
We
may issue units comprised of one or more of the other classes of securities offered hereby in any combination. Each unit will
be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit
will have the rights and obligations of a holder of each included security.
The
units may be, but are not required to be, issued under unit agreements to be entered into between us and a unit agent, as detailed
in the prospectus supplement relating to the units being offered. We will file as an exhibit to the registration statement of
which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, a form of the unit agreement
and unit certificate, if any, that sets forth the terms of the particular units we are offering. The summary of such terms contained
in this prospectus and in the applicable prospectus supplement is qualified in its entirety by reference to such unit agreement
and unit certificate. We urge you to read the unit agreement and unit certificate, if any, and the additional description of the
terms of the units included in the prospectus supplement.
The
prospectus supplement will describe the units and the price or prices at which we will offer the units. The description will include:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
the securities comprising the units may be held or transferred separately;
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a
description of the terms of any unit agreement governing the units;
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a
description of the provisions for the payment, settlement, transfer or exchange of the units;
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a
discussion of material federal income tax considerations, if applicable; and
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whether
the units if issued as a separate security will be issued in fully registered or global form.
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The
descriptions of the units in this prospectus and in any prospectus supplement are summaries of the material provisions of the
applicable agreements.
PLAN
OF DISTRIBUTION OF SECURITIES
We
may sell or issue the securities offered by this prospectus from time to time in any one or more of the following ways:
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through
underwriters or dealers;
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through
agents;
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directly
to purchasers or a single purchaser; or
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through
a combination of any of these methods.
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The
manner in which we may sell some or all of the securities covered by this prospectus includes, without limitation, through:
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a
rights offering;
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exercises
of warrants or other rights;
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an
“at the market” offering, within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the
“Securities Act,” to or through a market maker or into an existing trading market on an exchange or otherwise;
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a
block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as
principal, in order to facilitate the transaction;
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purchases
by a broker-dealer, as principal, and resale by the broker-dealer for its account;
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ordinary
brokerage transactions and transactions in which a broker solicits purchasers; and
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privately
negotiated transactions.
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The
distribution of the securities may be effected from time to time in one or more transactions:
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at
a fixed price, or prices, which may be changed from time to time;
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at
market prices prevailing at the time of sale;
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at
varying prices determined at the time of sale; or
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at
negotiated prices.
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For
each offering of securities hereunder, we will describe the method of distribution of such securities, among other things, in
a prospectus supplement. A prospectus supplement will set forth the terms of the offering of the securities, including:
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the
name or names of any agents or underwriters;
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the
purchase price of the securities being offered and the proceeds we will receive from the sale;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
securities exchanges or markets on which such securities may be listed.
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Sales
Through Underwriters or Dealers
If
underwriters are used in the sale of the securities, the securities will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions. The securities may be either offered to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a syndicate. Unless otherwise set forth in the applicable
prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions precedent
and the underwriters will be obligated to purchase all of the securities if any are purchased. Any initial public offering price
and any discounts or concessions allowed or paid to dealers may be changed from time to time.
If
a dealer is used in the sale of the securities, we will sell such securities to the dealer, as principal. The dealer may then
resell such securities to the public at varying prices to be determined by such dealer at the time of resale. We may negotiate
and pay dealers’ commissions, discounts or concessions for their services. Any such dealer may be deemed to be an underwriter,
as such term is defined in the Securities Act, of our securities so offered and sold.
Direct
Sales and Sales Through Agents
We
may sell the securities directly, in which case no underwriters or agents would be involved, or we may sell the securities through
agents designated by us from time to time. If agents are used in the sale of the securities, the agent will not purchase any securities
for its own account, but will arrange for the sale of the securities. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period of its appointment. We may negotiate and pay agent’s fees
or commissions for their services. If the securities are sold directly by us, we may sell the securities to institutional investors
or others who may be deemed to be underwriters within the meaning of the Securities Act, with respect to any sale of those securities.
Delayed
Delivery Contracts
We
may authorize underwriters, dealers or agents to solicit offers by institutional investors, such as commercial banks and investment
companies, to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified date in the future. The conditions to these contracts
and the commissions payable for solicitation of the contracts will be set forth in the applicable prospectus supplement.
At-the-Market
Offerings
Underwriters,
dealers or agents could make sales in an “at-the-market” offering, directly on the NASDAQ Capital Market, the existing
trading market for our common stock, or such other exchange or automated quotation system on which our securities trade, or to
or through a market maker other than on an exchange.
Rights
Offerings
We
may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders.
If we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting
agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities
they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager
to manage a subscription rights offering for us.
Compensation
In
compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, all discounts, commissions or agency
fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will
be disclosed in the applicable prospectus supplement.
Indemnification
Any
underwriters and agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect
of their liabilities.
Stabilization
Activities
During
and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions
may include over allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection
with the offering. The underwriters may also impose a penalty bid, whereby selling concessions allowed to syndicate members or
other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if such offered securities
are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open
market. If commenced, these activities may be discontinued at any time.
Passive
Market Making
Any
underwriters who are qualified market makers may engage in passive market making transactions in the securities in accordance
with Rule 103 of Regulation M.
Trading
Markets
Unless
otherwise specified in the applicable prospectus supplement, securities offered under this prospectus will be a new issue and,
other than the common stock, which is quoted on the NASDAQ Capital Market, will have no established trading market. We may elect
to list any other class or series of securities on an exchange, and in the case of the common stock, on any additional exchange,
but, unless otherwise specified in the applicable prospectus supplement, we shall not be obligated to do so. Any underwriters
to whom securities are sold for public offering and sale may make a market in the securities, but the underwriters will not be
obligated to do so and may discontinue any market making at any time without notice. The securities may or may not be listed on
a national securities exchange or a foreign securities exchange. No assurance can be given as to the liquidity of the trading
market for any of the securities.
Other
Matters
Any
underwriters, dealers and agents, and their associates and affiliates may be customers of, have borrowing relationships with,
engage in other transactions with, or perform services, including investment banking services, for us or one or more of our respective
affiliates in the ordinary course of business.
We
will bear all costs, expenses and fees associated with the registration of the securities offered.
LEGAL
MATTERS
The
validity of the securities offered will be passed on for us by our counsel, Graubard Miller, New York, New York. Graubard Miller
and its partners beneficially hold 10,000 shares of our common stock and warrants to purchase an additional 107,554 shares of
our common stock.
EXPERTS
The
consolidated financial statements of PAVmed Inc. and Subsidiary as of and for the years ended December 31, 2016 and 2015, which
are incorporated in this prospectus by reference to the Annual Report on Form 10-K, as amended, for the year ended December 31,
2016 have been so incorporated in reliance on the report of Citrin Cooperman & Company, LLP, an independent registered public
accounting firm, given on the authority of said firm as
experts in auditing and
accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission.
Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also
read and copy any document we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.
We
have filed with the SEC a registration statement under the Securities Act relating to the offering of these securities. The registration
statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus
does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement,
at prescribed rates, from the SEC at the address listed above.
The
registration statement and our SEC filings, including the documents referred to below under “
Information Incorporated
by Reference
,” are also available on our website,
www.pavmed.com
. We have not incorporated by reference into
this prospectus the information on our website, and you should not consider it to be a part of this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus,
and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates
by reference the documents listed below, all filings we make under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the initial filing date of the registration statement of which this prospectus forms a part and prior to effectiveness of such
registration statement, and all filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
effectiveness of such registration statement and prior to the sale of all of the shares offered hereby:
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our
annual report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 16, 2017, as amended
by Amendment No. 1 to our annual report on Form 10-K/A filed on April 10, 2017;
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our
quarterly reports on Form 10-Q for the fiscal quarter ended March 31, 2017 filed with the SEC on May 22, 2017 and for the
fiscal quarter ended June 30, 2017 filed with the SEC on August 11, 2017;
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our
current reports on Form 8-K filed with the SEC on February 1, 2017, February 23, 2017, March 13, 2017, March 22, 2017, April
4, 2017, April 11, 2017, July 6, 2017 and August 8, 2017;
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our
proxy statement on Schedule 14A filed with the SEC on August 30, 2017; and
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our
registration statement on Form 8-A filed on January 28, 2016, registering our common stock under Section 12(b) of the Exchange
Act.
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Any
statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus. Any information that we file after the date of this prospectus with the SEC and incorporated by reference
herein will automatically update and supersede the information contained in this prospectus and in any document previously incorporated
by reference in this prospectus. Notwithstanding the foregoing, we are not incorporating any document or portion thereof or information
deemed to have been furnished and not filed in accordance with SEC rule.
We
will provide you with a copy of any or all of the information that has been incorporated by reference in this prospectus, without
charge, upon written or oral request directed to PAVmed Inc., One Grand Central Place, Suite 4600, New York, New York 10165, telephone
number (212) 949-4319. You may also access the documents incorporated by reference as described under “
Where You Can
Find More Information
.”
2,000,000
Shares
PAVmed
Inc.
Common
Stock
Prospectus
Supplement
May
8, 2019
No
dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this
offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied
upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy
any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.
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