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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): September 9, 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.
On
September 9, 2026, PAVmed Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”)
with A.G.P./Alliance Global Partners, as sales agent (the “Agent”), pursuant to which the Company may offer and sell,
from time to time through or to the Agent (the “Offering”), shares of its common stock (the “Shares”).
Under
the Agreement, the Agent may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined
in Rule 415 promulgated under Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement,
the Company may not issue or sell through the Agent a number or dollar amount of Shares that would exceed (a) the number or dollar amount
of shares registered on the registration statement pursuant to which the offering is being made, (b) the number of authorized but unissued
shares of common stock, (c) the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 or (d) the number
or dollar amount of shares for which the Company has filed a prospectus supplement. As of the date of this report, such maximum amount
is $9,400,000 of Shares, the amount of Shares set forth in the prospectus supplement described below.
The
Company will pay the Agent a commission of 3.0% of the aggregate gross sales prices of the Shares. The Company will also reimburse the
Agent for fees and disbursements of its legal counsel (i) in an amount not to exceed $65,000 in connection with the execution of the
Agreement, (ii) in an amount not to exceed $7,500 per calendar quarter thereafter payable in connection with each representation date
with respect to which the Company is obligated to deliver a certificate to the Agent pursuant to the Agreement for which no waiver is
applicable and excluding the date of the Agreement, and (iii) in an amount not to exceed $12,500 payable in connection with each program
“refresh” (such as the filing of a new registration statement, prospectus, or prospectus supplement relating to the Offering
or an amendment to the Agreement). The Agreement contains customary representations and warranties, covenants and indemnification and
contribution obligations, including indemnification and contribution for liabilities under the Securities Act. The Agreement may be terminated
by us or by the Agent at any time in our or its sole discretion by giving ten business days’ written notice to the other party,
or by the Agent immediately in certain circumstances.
The
Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The
Shares are being offered and sold pursuant to the Company’s effective shelf registration statement under the Securities Act on
Form S-3 (File No. 333-283994), which was declared effective by the Securities and Exchange Commission (the “SEC”)
on April 15, 2025, and a prospectus supplement relating to the Shares, dated September 9, 2026, which the Company filed with the SEC
pursuant to Rule 424(b)(3) under the Securities Act on September 9, 2026.
The
Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A copy of the opinion of Graubard Miller relating
to the legality of the issuance and sale of the securities in the Offering is attached hereto as Exhibit 5.1. The foregoing description
of the Agreement and the Offering does not purport to be complete and is qualified in its entirety by reference to such exhibit.
The
Agreement has been included to provide investors and security holders with information regarding its terms. The Agreement is not intended
to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement
were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements,
may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the
contracting parties.
This
report shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation,
or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 1.1 |
|
Sales agreement. |
| 5.1 |
|
Opinion of Graubard Miller. |
| 23.1 |
|
Consent of Graubard Miller (included in Exhibit 5.1). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
September 9, 2026 |
PAVMED
INC. |
| |
|
| |
By:
|
/s/
Dennis McGrath |
| |
|
Dennis
McGrath |
| |
|
President
and Chief Financial Officer |
