Current Report Filing (8-k)
27 April 2022 - 7:11AM
Edgar (US Regulatory)
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2022-04-26
2022-04-26
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2022-04-26
2022-04-26
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PAVM:SeriesZWarrantsToPurchaseCommonStockMember
2022-04-26
2022-04-26
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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): April 26, 2022
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.) |
One
Grand Central Place, Suite 4600, New York, New York |
|
10165 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (212) 949-4319
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 7.01. Regulation FD Dislcosure.
As
previously disclosed, on January 28, 2021, PAVmed Inc. (the “Company”) entered into a term sheet agreement for the
settlement of a previously disclosed putative class action lawsuit commenced in November 2020, captioned Spritzer v. PAVmed Inc., et
al., C.A. No. 2020-0935-KSJM, filed in the Court of Chancery of the State of Delaware (the “Court”). The terms of
the settlement do not contemplate payment by the Company or any other defendant of any monetary damages.
The
terms of settlement are subject to final approval by the Court, and the Court has scheduled a hearing for November 3, 2022 at 1:30 p.m.,
Eastern Time, to be held in person in the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King
Street, Wilmington, Delaware 19801, to consider approval of the terms of settlement.
Stockholders
have the right to object to the settlement. The deadline for the submission by stockholders of an objection is October 20, 2022, fourteen
calendar days prior to the hearing.
Additional
information regarding the proposed terms of settlement can be found in the Notice of Pendency of Class Action, Proposed Settlement and
Settlement Hearing and the Stipulation and Agreement of Compromise, Settlement and Release, of which is included as Exhibit 99.1 to this
report and incorporated herein by reference, and on the Investor Relations page of the Company’s website, http://www.pavmed.com.
The
Company’s press release announcing the entry into the settlement agreement is included as Exhibit 99.2 to this report.
The
information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes
of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the
liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the date hereof, and regardless of any incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits:
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:
April 26, 2022
|
PAVMED
INC. |
|
|
|
|
By: |
/s/
Dennis M. McGrath |
|
|
Dennis
M. McGrath |
|
|
President
and Chief Financial Officer |
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