Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 15, 2019

PAVMED INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-37685

47-1214177

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Grand Central Place, Suite 4600, New York, New York		10165
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 949-4319

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 8.01.

Other Events

Effective as of May 15, 2019, PAVmed Inc. (the “ Company ”) elected to reduce, for a limited period of time, the conversion price of its outstanding Senior Secured Convertible Note issued on December 27, 2018 with an initial principal amount of $7,750,000 (the “ Convertible Note ”).

As previously disclosed, on December 27, 2018, the Company entered into a securities purchase agreement with an institutional investor and simultaneously consummated the sale to the institutional investor of the Convertible Note in a private placement. Under the terms of the Convertible Note, it is convertible, at the option of the holder, into shares of the Company’s common stock at an initial conversion price of $1.60 per share, subject to adjustment.

The Convertible Note also permits the Company to voluntarily reduce the conversion price. Accordingly, for the period from May 15, 2019 through June 4, 2019 (the “ Adjustment Period ”), the conversion price will be reduced from $1.60 per share to a price per share equal to the greater of (i) $1.00, and (ii) 85% of the closing sale price of the common stock on the most recent trading day (as recalculated each day during the Adjustment Period). The holder of the Convertible Note may not convert the note into more than 2,000,000 shares of the Company’s common stock at the reduced conversion price. After the end of the Adjustment Period, or upon the conversion of the Convertible Note into 2,000,000 shares of the Company’s common stock, if earlier, the conversion price will return to $1.60 per share.

The Company previously reduced the conversion price of the Convertible Note for the periods from March 20, 2019 to April 9, 2019 and April 23, 2019 to May 14, 2019. During these periods, the holder of the Convertible Note converted an aggregate of $599,000 in principal amount of the Convertible Note and interest thereon into 553,648 shares of the Company’s common stock.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.