UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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of Report (Date of earliest event reported):
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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).
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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 1.01. | Termination of a Material Definitive Agreement. |
As previously disclosed, on March 13, 2023, Lucid Diagnostics Inc. (the “Lucid”), a majority owned subsidiary of PAVmed Inc. (the “Company”), entered into a securities purchase agreement (the “SPA”) with an accredited investor (the “Investor”), for the sale of a Senior Secured Convertible Note in initial principal amount of up to $11,111,110 (the “Note”), in a private placement (the “Offering”). The Offering, including the SPA, the Note and certain ancillary agreements, are more fully described in the Company’s Current Report on Form 8-K (the “Prior Company Form 8-K”) and Lucid’s Current Report on Form 8-K (the “Prior Lucid Form 8-K”), each filed on March 14 , 2023, and such descriptions are incorporated herein by reference.
Effective as of March 21, 2023, Lucid consummated the sale of the Note to the Investor. In connection with the consummation of the sale, Lucid entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor and a voting agreement (“Voting Agreement”) with the Company. The Registration Rights Agreement and the Voting Agreement are more fully described in Lucid’s Current Report on Form 8-K filed on March 24, 2023 (the “Concurrent Lucid Form 8-K”), and such description is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of the Prior Lucid Form 8-K and the Concurrent Lucid Form 8-K is incorporated by reference into this Item 2.03 of this Current Report to the extent required.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information included in Item 1.01 of the Prior Lucid Form 8-K and the Concurrent Lucid Form 8-K is incorporated by reference into this Item 2.03 of this Current Report to the extent required.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1* | Form of Registration Rights Agreement.(1) | |
| 10.2* | Form of Voting Agreement.(1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedule and exhibits to this exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
| (1) | Incorporated by reference to Exhibits 10.1 and 10.2 of the Concurrent Lucid Form 8-K. |
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 24, 2023 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||