Item
8.01. Other Events
The
Offering
On
May 8, 2019, PAVmed, Inc. (the “
Company
”) entered into subscription agreements (the “
Subscription
Agreements
”) with the investors (the “
Purchasers
”) in its public offering of 2,000,000 shares (the
“
Shares
”) of its common stock at a public offering price of $1.00 per share (the “
Offering
”).
The Offering was made by the Company directly to potential purchasers, without an underwriter or placement agent, on a best efforts
basis.
The
Subscription Agreements provide for the sale of all 2,000,000 Shares offered in the Offering. The Subscription Agreements contain
customary representations and warranties and covenants of the Company. The Company estimates that the net proceeds of the Offering,
after deducting the estimated expenses of the Offering, will be approximately $1,985,000.
The
Offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-220549),
which was filed with the Securities and Exchange Commission (“
SEC
”) on September 21, 2017 and declared effective
by the SEC on October 6, 2017, and is described in more detail in a prospectus supplement (dated May 8, 2019) and accompanying
base prospectus (dated October 6, 2017) filed with the SEC.
In
connection with the Offering, on May 8, 2019, Lishan Aklog, M.D., the Company’s Chairman and Chief Executive Officer, and
Pavilion Venture Partners LLC, an entity controlled by Dr. Aklog, waived the right to exercise the 2,453,596 Series Z Warrants
held by them, until the Company’s stockholders have approved an increase in the number of shares of common stock the Company
is authorized to issue. In addition, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, the holder of the Senior
Secured Convertible Note issued by the Company on December 27, 2019 (the “
Note
”), waived its right to participate
in the Offering under the securities purchase agreement pursuant to which it purchased the Note.
The
form of the Subscription Agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference. The foregoing
description of the form of Subscription Agreement does not purport to be complete and is qualified in its entirety by reference
to the exhibit. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the securities in
the Offering is attached hereto as Exhibit 5.1.
The
form of Subscription Agreement has been included to provide investors and security holders with information regarding its terms.
The form is not intended to provide any other factual information about the Company. The representations, warranties and covenants
contained in the form of Subscription Agreement were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to the Subscription Agreements, may have been made in some cases solely for the allocation of risk
between the parties and may be subject to limitations agreed upon by the contracting parties.
Other
Information
As
previously disclosed, the Company agreed to voluntarily reduce the conversion price of the Note for a maximum of 1,000,000 shares
for the 21-day period commencing March 20, 2019 and ending on April 9, 2019 and for a maximum of 2,000,000 shares for the 21-day
period commencing on April 23, 2019 and ending on May 14, 2019. As of May 6, 2019, Alto had converted $571,676 of principal and
interest thereon into 528,469 shares of the Company’s common stock pursuant to reduced conversion prices.
Certain
Financial Information
On
May 8, 2019, the Company disclosed certain estimated financial information as of and for the three months ended March 31, 2019,
in the prospectus supplement for the Offering filed by the Company with the Securities and Exchange Commission, under the section
entitled “
Prospectus Supplement Summary — Recent Developments — First Quarter Financial Information
,”
which section is incorporated herein by reference.