NEW YORK--(BUSINESS WIRE)--PAVmed Inc. (Nasdaq: PAVM, PAVMZ) (the “Company” or “PAVmed”), a highly differentiated, multiproduct medical device company, today announced its previously announced equity subscription rights offering (the “Rights Offering”) expired at 5:00 p.m. Eastern Time on Thursday, June 7, 2018 and, as such, the rights are no longer exercisable. The Company received subscriptions that exceeded the number of rights available to be exercised under the Rights Offering and has accepted all valid subscriptions including up to 9 million units of the total oversubscribed amount. Allocations will be determined in accordance with the provisions disclosed in the Company’s registration statement on Form S-1 as filed with the Securities Exchange Commission (“SEC”) (SEC File No. 333-222581). PAVmed expects the Rights Offering will result in gross proceeds to be received by the Company of approximately $10.4 million.
The results of the Rights Offering and estimates regarding gross proceeds are subject to finalization and verification by the Company’s subscription agent.
PAVmed anticipates that the closing of the Rights Offering will occur on or about June 12, 2018 subject to satisfaction or waiver of all conditions to closing. Upon the closing, the subscription agent will distribute, by way of direct registration in book-entry form or through the facilities of DTCC, as applicable, shares of common stock and Series Z Warrants to holders of rights who have validly exercised their rights and paid the subscription price in full. No physical stock or warrant certificates will be issued to such holders.
Each right entitled the holder to purchase one unit at a subscription price of $1.15 per unit, with each unit consisting of one share of common stock (Nasdaq: PAVM) and one Series Z Warrant (Nasdaq: PAVMZ) to purchase one share of common stock with an exercise price of $1.60. The Series Z Warrants expire on April 30, 2024 and have certain volume and price redemption features. The units will immediately split into their underlying securities and the common stock and the Series Z Warrants will be immediately tradeable upon their issuance.
PAVmed engaged Maxim Group LLC and Dawson James Securities, Inc. as dealer-managers in the offering. Questions about the rights offering may be directed to Maxim Group LLC at 405 Lexington Avenue, New York, NY 10174, Attention Syndicate Department, or via email at firstname.lastname@example.org or telephone at (212) 895-3745, or to Dawson James Securities, Inc., Attention: Prospectus Department, 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432, via email at email@example.com or telephone (toll free) at (866) 928-0928.
The Rights Offering was made pursuant to the Company’s effective registration statement on Form S-1 (File No. 333-222581) as filed with the SEC. The registration statement was declared effective by the SEC on May 23, 2018 and is available on the SEC’s web site at http://www.sec.gov. The Rights Offering was made only by means of a written prospectus. Copies of the written prospectus for the Rights Offering may be obtained by contacting Morrow Sodali Global LLC, the Information Agent for the Rights Offering, at:
Stockholders please call toll-free: (800) 662-5200
Banks and Brokerage Firms please call: (203) 658-9400
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other 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.
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™), precancerous conditions of the esophagus (EsoCheck), 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.
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 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.