Current Report Filing (8-k)
May 15 2019 - 9:16AM
Edgar (US Regulatory)
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
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001-37685
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47-1214177
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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One
Grand Central Place, Suite 4600, New York, New York
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10165
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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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. [ ]
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.
Dated:
May 15, 2019
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PAVMED
INC.
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By:
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/s/
Dennis M. McGrath
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Dennis
M. McGrath
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Executive
Vice President and Chief Financial Officer
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