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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): October 21, 2026
| 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.) |
| 360
Madison Avenue, 25th
Floor, New York,
New York |
|
10017 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (917) 813-1828
| 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 |
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 ☐
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. Entry into a Material Definitive Agreement.
Effective
as of October 21, 2026, Lucid Diagnostics Inc. (the “Lucid Diagnostics”), a subsidiary of PAVmed Inc. (the “Company”),
entered into subscription agreements (each, a “Subscription Agreement”) with certain accredited investors (collectively,
the “Investors”), which agreements provided for the sale to the Investors of 15,000 shares of Lucid Diagnostics’
newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”),
at a purchase price of $1,000 per share (collectively, the “Offering”). The closing of the transactions occurred on
the same day. The gross proceeds to Lucid Diagnostics of the Offering were $15.0 million.
On
the date of the closing, Lucid Diagnostics filed with the Secretary of State of the State of Delaware a Certificate of Designations of
Preferences, Rights and Limitations of the Series C Preferred, which sets forth the resolutions of Lucid Diagnostics’ board of
directors designating 15,000 shares of Series C Preferred Stock and fixing its terms.
Lucid
Diagnostics and the Investors also executed a registration rights agreement, pursuant to which Lucid Diagnostics agreed to file a registration
statement covering the resale of the shares of Lucid Diagnostics’ common stock issuable pursuant to the Series C Preferred Stock.
The
Offering, including the related agreements and certificates, are described in more detail in the Current Report on Form 8-K filed by
Lucid Diagnostics on October 22, 2026 (the “Lucid Diagnostics 8-K”), and such description is incorporated herein by
reference.
Item
3.03. Material Modification to Rights of Security Holders.
The
information included in Item 3.02 and Item 5.03 of the Lucid Diagnostics 8-K is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Registration Rights Agreement.(1) |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
(1)
Incorporated by reference to Exhibit 10.1 of the Lucid Diagnostics 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: October 22, 2026 |
PAVMED INC. |
| |
|
| |
By: |
/s/
Dennis McGrath |
| |
|
Dennis McGrath |
| |
|
President and Chief Financial Officer |
