[8-K] PAVmed Inc. Series Z Warrant Reports Material Event

Rhea-AI Filing Summary

Roblox Corporation (RBLX) – Form 144 filing dated June 25, 2025

The notice discloses the intent to sell 9,586 Class A common shares through Morgan Stanley Smith Barney on or after 06/25/2025, with an estimated market value of $1,004,421.08. The filing lists David Brent Baszucki and related entities (family foundation, gift trusts) as recent sellers.

Recent insider activity (past three months)

• 44 separate sales transactions from 04/07/2025 – 06/24/2025.
• Approximate aggregate volume: ~7.7 million shares, equal to roughly 1.2 % of the 629,990,658 shares outstanding.
• Largest single-day sale: 1,375,002 shares on 05/05/2025 under a Rule 10b5-1 plan, generating proceeds of about $99.3 million.
• Total disclosed gross proceeds for the period exceed $600 million (sum of table values).

The filer represents that no undisclosed material adverse information is known and indicates reliance on Rule 10b5-1 trading plans for several transactions.

Key take-aways for investors

• The CEO and affiliated parties have disposed of a significant number of shares in a short period, continuing with a new 9,586-share sale.
• Although sales are under pre-arranged 10b5-1 plans, sustained insider selling can signal reduced insider exposure and may add share-supply pressure.
• No operational or financial performance metrics are included in Form 144; the filing serves solely as notice of proposed sales.

Positive

• None.

Negative

• Large-scale insider selling: Approximately 7.7 million shares sold by CEO David Baszucki and affiliates in the past three months, representing ≈1.2 % of shares outstanding and generating >$600 million in proceeds.
• Continued share disposition: New notice to sell an additional 9,586 shares, extending the selling trend.
• Market perception risk: Persistent insider sales may exert downward pressure on sentiment despite 10b5-1 plans.

Insights

Equity Research Analyst

TL;DR Insider group sold ~7.7 m shares (≈1.2 %) in 3 months; another 9.6 k shares queued—net negative sentiment.

The Form 144 extends an already active selling program by CEO David Baszucki and related entities. With roughly 7.7 million shares disposed since April—highlighted by a 1.38 million-share block on 05/05/25—the cumulative transactions top $600 million. While Rule 10b5-1 plans reduce information-asymmetry risk, the sheer volume and frequency of sales, relative to the float, may pressure near-term supply/demand dynamics and be interpreted as waning insider confidence. No offsetting positive catalysts are cited. For valuation models, dilution impact is minimal at 1.2 % of shares outstanding, but sentiment impact is material.

Corporate Governance Specialist

TL;DR Routine disclosure under Rule 144; transparency intact, but optics of sustained CEO selling remain a concern.

The filing follows statutory requirements, demonstrating adherence to Rule 144 and 10b5-1 protocols. The CEO attests to no undisclosed MNPI. Nonetheless, governance best practice suggests boards monitor cumulative divestitures to assure alignment with shareholder interests. Given the magnitude of sales, investors may press for clarification on the executive’s remaining ownership stake and long-term commitment.

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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 60^th 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

FAQ

How many Roblox (RBLX) shares are proposed for sale in the latest Form 144?

The notice covers 9,586 Class A common shares to be sold on or after 06/25/2025.

Who is selling the Roblox shares disclosed in Form 144?

The selling group includes David Brent Baszucki (CEO) and related entities such as family foundations and gift trusts.

What is the value of the proposed Roblox share sale?

The 9,586 shares have an aggregate market value of approximately $1,004,421.08.

How many Roblox shares have insiders sold over the past three months?

Insiders disclosed sales totaling roughly 7.7 million shares between 04/07/2025 and 06/24/2025.

Do the Roblox insider sales rely on Rule 10b5-1 trading plans?

Yes. Multiple transactions are identified as "10b5-1 Sales", indicating they were executed under pre-arranged trading plans.

What percentage of Roblox's outstanding shares were sold by insiders recently?

The ~7.7 million shares sold equal about 1.2 % of the 629,990,658 shares outstanding.