PAVmed Inc. — Regulatory Filings 2021

Mar 3, 2021

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 2, 2021

| 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)). |

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 $0.001 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 1.02. Termination of a Material Definitive Agreement.

On March 2, 2021, PAVmed Inc. (the “Company”) repaid in full those certain outstanding convertible notes (the “Notes”) issued by the Company and held by Alto Opportunity Master Fund, SPC-Segregated Master Portfolio B (the “Alto B”), which Notes represented all of the Company’s outstanding convertible debt. The amount of the repayment was $14,466,250.

The Notes had been issued on April 30, 2020 and August 6, 2020 in private placements pursuant to Securities Purchase Agreements with Alto B dated April 30, 2020 and August 5, 2020, respectively. Upon receipt of the repayment, all obligations of the Company under the Notes were deemed satisfied.

| Item
9.01. | Financial
Statements and Exhibits. |
| --- | --- |
| (d) | Exhibits: |

| Exhibit
No. | 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 3, 2021 | |
| --- | --- |
| PAVMED
INC. | |
| By: | /s/
Dennis M. McGrath |
| | Dennis
M. McGrath |
| | President
and Chief Financial Officer |

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