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

Rhea-AI Filing Summary

PAVmed Inc. disclosed that its subsidiary, Lucid Diagnostics, completed an underwritten public offering of 28,750,000 shares of Lucid Diagnostics common stock at $1.00 per share, including full exercise of a 3,750,000-share underwriter option. After underwriting discounts and estimated offering expenses, the transaction is expected to generate approximately $26.9 million in net proceeds. Lucid Diagnostics intends to use the proceeds for working capital and general corporate purposes.

The filing is a straightforward capital raise by a subsidiary rather than PAVmed directly and provides a liquidity infusion for Lucid Diagnostics to support operations or near-term needs. No additional financial results, changes in ownership percentages, or specific allocations of the proceeds were disclosed in the text provided.

Positive

• Net proceeds of approximately $26.9 million provide Lucid Diagnostics with increased liquidity for operations
• Full exercise of the 3,750,000-share underwriter option indicates the offering was upsized and fully subscribed

Negative

• Issuance of 28,750,000 new shares is dilutive to existing Lucid Diagnostics equity holders
• Filing does not disclose pre- or post-offering ownership percentages, limiting assessment of control and dilution impact on PAVmed

Insights

Securities Analyst

TL;DR: A $1.0 per-share offering raised about $26.9M net for Lucid Diagnostics via its parent PAVmed, improving near-term liquidity.

The transaction represents a standard equity capital raise executed through a firm-underwritten public offering with full exercise of the underwriters' option, increasing share count by 28.75 million. The net proceeds of approximately $26.9 million provide Lucid Diagnostics with additional working capital flexibility, which can be beneficial for operations or product development needs. The filing does not disclose dilution impact on PAVmed shareholders, any changes to control, use of proceeds beyond broad purposes, or valuation context. For investors, key missing details include pre-offering share counts, resulting ownership percentages, and any registration or resale restrictions.

Corporate Finance Specialist

TL;DR: The subsidiary completed an at-the-market style priced offering at $1.00, raising meaningful but not transformational capital for near-term needs.

From a capital-structure perspective, the offering is accretive to Lucid Diagnostics' cash position but dilutive to existing equity holders given the large share issuance. The full exercise of the 3.75 million share option signals underwriter demand or prior agreement terms were fulfilled. The disclosure limits assessment of strategic impact because it omits the subsidiary's cash runway, burn rate, and the parent-company accounting treatment. Impact is material to the subsidiary's liquidity but appears neutral to PAVmed's consolidated capital position absent further detail.

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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 11, 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
Series Z Warrants to Purchase Common Stock		PAVMZ		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 8.01. Other Events.

On September 11, 2025, Lucid Diagnostics Inc. (the “Lucid Diagnostics”), a subsidiary of PAVmed Inc. (the “Company”), closed on the sale of 28,750,000 shares (the “Shares”) of Lucid Diagnostics’ common stock, at a price of $1.00 per share, in its previously announced underwritten offering to the public (the “Offering”). The Shares include 3,750,000 shares of Lucid Diagnostics’ common stock subject to the underwriters’ option, which was exercised in full at the closing. The net proceeds from the Offering, after deducting the underwriting discount and other estimated expenses of the Offering, are expected to be approximately $26.9 million. Lucid Diagnostics intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Offering was made pursuant to Lucid Diagnostics’ existing shelf registration statement on Form S-3 (Registration No. 333-268560) and a prospectus supplement thereto dated September 10, 2025.

The Offering, including the related agreements, are described in more detail in the Current Reports on Form 8-K filed with the SEC by Lucid Diagnostics on September 10, 2025 and September 11, 2025, and such description is incorporated herein by reference.

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: September 11, 2025	PAVMED INC.
	By:	/s/ Dennis McGrath
		Dennis McGrath
		President and Chief Financial Officer

FAQ

What did PAVMZ disclose in this 8-K about Lucid Diagnostics' offering?

The filing states Lucid Diagnostics sold 28,750,000 shares at $1.00 per share, including full exercise of a 3,750,000-share underwriter option, with net proceeds expected to be about $26.9 million.

How will the net proceeds from the offering be used?

Lucid Diagnostics intends to use the net proceeds for working capital and general corporate purposes as stated in the filing.

Was the underwriters' option exercised in full?

Yes. The filing explicitly states the 3,750,000-share underwriters' option was exercised in full at closing.

Does the 8-K disclose the effect on ownership or share counts for PAVmed or Lucid Diagnostics?

No. The provided text does not disclose pre- or post-offering share counts, ownership percentages, or any change in control.

When did the offering close?

The transaction is dated and reported as closed on September 11, 2025 in the filing.