PAVmed Inc. — Capital/Financing Update 2020

Mar 31, 2020

8-K 1 form8-k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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): March 31, 2020

PAVMED INC.

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(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

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

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

| [ ] | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| --- | --- |
| [ ] | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| [ ] | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| [ ] | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, Par Value $0.01 Per Share | PAVM | The
Nasdaq Stock Market LLC |
| Series
Z Warrants to Purchase Common Stock | PAVMZ | The
Nasdaq Stock Market LLC |
| Series
W Warrants to Purchase Common Stock | PAVMW | The
Nasdaq Stock Market LLC |

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

Emerging growth company [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. [ ]

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Item 7.01. Regulation FD Disclosure

As previously disclosed, on November 4, 2019, PAVmed, Inc. (the “ Company ”) consummated the sale to two institutional investors of two series of Senior Secured Convertible Notes in a private placement (the “ Private Placement ”). Each investor received one Series A Senior Secured Convertible Note (a “ Series A Note ”) and one Series B Senior Secured Convertible Note (a “ Series B Note ”). At the consummation of the Private Placement, the investors paid for their Series A Notes by delivering $6.3 million in cash and paid for their Series B Notes by delivering secured promissory notes with an aggregate principal amount of $6.3 million (the “ Investor Notes ”). Maxim Group LLC acted as financial advisor to the Company in the transaction.

On March 30, 2020, the investors prepaid the Investor Notes in full in cash. As a result of the prepayment, the Company received cash proceeds of $6.3 million. On March 31, 2020, the Company issued a press release announcing the receipt of the cash. Attached as Exhibit 99.1 to this Current Report is a copy of the press release, which is incorporated herein by reference.

The information furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press release.

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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:
March 31, 2020 | |
| --- | --- |
| By: | /s/
Dennis M. McGrath |
| | Dennis
M. McGrath |
| | President
and Chief Financial Officer |

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