NEW YORK--(BUSINESS WIRE)--PAVmed Inc. (Nasdaq: PAVM, PAVMZ) (the “Company”), a highly differentiated, multiproduct medical device company, today announced that the Company has filed a preliminary prospectus as part of a registration statement on Form S-1 with the Securities and Exchange Commission for a rights offering (the “Rights Offering”) to stockholders of record on Monday, May 21, 2018.
Under the proposed Rights Offering, the Company will distribute non-transferable subscription rights to purchase a new unit (the “Unit”) for each share of Common Stock outstanding, at a subscription price per Unit of $2.25, to its stockholders on the record date. The subscription rights will be exercisable for up to an aggregate of 9 million Units (approximately $20.25 million), with aggregate participation to be allocated among holders on a pro rata basis if in excess of that threshold.
Each Unit will be comprised of one share of Common Stock and one publicly traded Series Z Warrant (PAVMZ) (the “Z Warrant”).
Each Z Warrant will entitle its holder to purchase one share of Common Stock for $3.00 per share until April 30, 2024.
The Rights will be exercisable at a price of $2.25 per Unit (proposed ticker PAVMU). The Company expects the Units will trade promptly upon issuance and for up to 90 days, at which point they will mandatorily split and their underlying shares of Common Stock and Z Warrants will then trade separately. Holders who fully exercise their basic subscription right will be entitled, if available, to subscribe for an additional amount of Units that are not purchased by other holders, on a pro rata basis and subject to the 9 million unit aggregate offering threshold and ownership limitations. The subscription rights are non-transferable and may be exercised only during the anticipated subscription period of Tuesday, May 22, 2018 through 5:00 PM EDT on Tuesday, June 5, 2018, unless extended.
The issuance of the Units will be subject to the Units being listed on the Nasdaq Capital Market. If the Units do not qualify for listing, the shares of Common Stock and Series Z Warrants underlying the Units will be separately issued upon the closing of the Rights Offering.
Investors are advised to ensure they own PAVmed’s stock as of 4:00 PM EDT on Thursday, May 17, 2018 to be considered a stockholder of record on Monday, May 21, 2018, to take into account T+2 settlement timing.
The expected calendar for the rights offering is as follows:
- Thursday, May 17, 2018: Buy-In Deadline - to be considered a stockholder of record on Monday, May 21, 2018; shares should be acquired by this date.
- Monday, May 21, 2018: Record Date
- Tuesday, May 22, 2018: Distribution Date; Subscription Period Begins
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Tuesday, June 5, 2018: Subscription Period Ends 5:00 PM EDT *
* Unless extended in PAVmed’s sole discretion
PAVmed intends to use the proceeds from the Rights Offering for research and development, including the development of its current pipeline and other related research and development, for general corporate purposes, and for general administrative expenses, working capital and capital expenditures.
PAVmed has engaged Maxim Group LLC (“Maxim”) and Dawson James Securities, Inc. (“Dawson James”) as dealer-managers for the Rights Offering. Questions about the Rights Offering or requests for a prospectus may be directed to Morrow Sodali LLC, PAVmed’s information agent for the Rights Offering, by calling (800) 662-5200 (toll-free) or by email PAVM.info@morrowsodali.com; or to Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attention Syndicate Department, email: syndicate@maximgrp.com or telephone (212) 895-3745.
A registration statement relating to the Units and the shares of Common Stock and Series Z Warrants underlying the Units has been filed with the Securities and Exchange Commission, but has not yet become effective. These Units, shares and warrants may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. A preliminary prospectus relating to and describing the proposed terms of the rights offering has been filed with the SEC as part of a registration statement and is available on the SEC’s website at http://www.sec.gov.
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About PAVmed
PAVmed Inc. is a highly differentiated, multiproduct medical device company employing a unique business model designed to advance innovative products to commercialization much more rapidly and with significantly less capital than the typical medical device company. This proprietary model enables PAVmed to pursue an expanding pipeline strategy with a view to enhancing and accelerating value creation. PAVmed’s diversified pipeline of products address unmet clinical needs encompassing a broad spectrum of clinical areas with attractive regulatory pathways and market opportunities. Its three lead products provide groundbreaking approaches to carpal tunnel syndrome (CarpX™), vascular access (PortIO™) and pediatric ear infections (DisappEAR™). The Company is also developing innovative products in other areas, such as medical infusions and tissue ablation, while seeking to further expand its pipeline through engagements with clinician innovators and leading academic medical centers. For further information, please visit www.pavmed.com.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of the Company’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Risks and uncertainties that may cause such differences include, among other things, the Company’s ability to complete the Warrant Offer or the Rights Offering; volatility in the price of the Company’s common stock; the uncertainties inherent in research and development, including the cost and time required advance our products to regulatory submission; whether regulatory authorities will be satisfied with the design of and results from our preclinical studies; whether and when our products are cleared by regulatory authorities; market acceptance of our products once cleared and commercialized; our ability to raise additional funding and other competitive developments. PAVmed has not yet received clearance from the FDA or other regulatory body to market any of its products. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item IA, “Risk Factors,” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as the same may be updated in Part II, Item 1A, “Risk Factors” in any Quarterly Reports on Form 10-Q filed by us after our most recent Annual Report. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.
