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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): June 23, 2025
| 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
June 23, 2025, Veris Health Inc. (“Veris”), a majority owned subsidiary of PAVmed Inc. (the “Company”),
entered into subscription agreements (each, a “Veris Subscription Agreement”) with certain accredited investors (collectively,
the “Investors”), pursuant to which Veris agreed to sell and the Investors agreed to purchase (the “Offering”)
1,785,714 shares of common stock, par value $0.001 per share, of Veris (“Veris Common Stock”) and warrants to purchase
1,785,714 shares of Veris Common Stock (“Veris Warrants”), at a purchase price of $1.40 per share of Veris Common
Stock.
On
the same day, Veris consummated the Offering, generating gross proceeds to Veris of approximately $2.5 million. The proceeds of the offering
will be used to continue development activities related to Veris’ implantable physiological monitor and for general working capital
purposes. After the Offering, the Company owns 75.3% of the Veris Common Stock on a fully-diluted basis.
The
Subscription Agreement contains customary representations, warranties, covenants and indemnities of Veris and the Investors, as well
as a covenant by Veris to provide the Investors with protection against subsequent equity raises by Veris at a lower valuation (solely
to the extent the Investors continue to hold the shares issued in the Offering), with such protection to be effected through the issuance
of additional shares of Veris Common Stock. In addition, Veris granted certain of the Investors a 100% participation right in future
offerings of equity securities by Veris, subject to existing participation rights of the Company’s debt holder, and agreed not
to incur any indebtedness until December 23, 2026, subject to certain exceptions. In accordance with the Subscription Agreement, Veris
also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant
to which Veris granted the Investors customary demand and piggyback registration rights. The Investors may exercise the demand registration
rights only if Veris consummates a going public transaction.
The
Veris Warrants become exercisable six months after issuance and expire on the earlier of (i) the five-year anniversary of the initial
exercise date and (ii) the 60th day following receipt by Veris of FDA approval of its implantable physiological monitor. The
Veris Warrants have an exercise price of $1.40 per share, subject to adjustment as described below. The Veris Warrants may be exercised
only for cash. The exercise price and number and type of securities or other property issuable on exercise of the Veris Warrants may
be adjusted in certain circumstances, including in the event of a stock split or combination, stock dividend, or a recapitalization,
reorganization, merger or similar transaction. In addition, if Veris completes a subsequent equity raises at a lower valuation, the exercise
price of the Veris Warrants will be reduced to such lower valuation and the number of shares issuable on exercise of the Veris Warrants
will be increased so that the aggregate exercise price remains the same. In addition, a holder of the Veris Warrants will be entitled
to participate in rights offerings or pro rata distributions by Veris.
The
offer and sale of Veris Common Stock and Veris Warrants, and the offer and sale of the shares of Veris Common Stock issuable upon exercise
of the Veris Warrants, are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, because, among
other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the
securities for investment and not resale, and Veris took appropriate measures to restrict the transfer of the securities.
The
securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration
or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 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: June 24, 2025 |
PAVMED INC. |
| |
|
| |
By: |
/s/
Dennis McGrath |
| |
|
Dennis McGrath |
| |
|
President and Chief Financial Officer |
