PAVmed Sets Terms of Previously Announced Rights Offering
Each Right Will Entitle Holder to Purchase One New Unit
Each New Unit Will be Comprised of One Share of Common Stock and One New Series Z Warrant
NEW YORK--(BUSINESS WIRE)-- PAVmed Inc. (Nasdaq: PAVM, PAVMW) (the “Company”), a highly differentiated, multiproduct medical device company, today announced that the Company has set the terms of its previously announced rights offering (the “Rights Offering”).
Pursuant to the Rights Offering, the Company will distribute to the holders of outstanding shares of its Common Stock (Nasdaq: PAVM), for no consideration, one transferable right (the “Right”) to purchase a new unit of the Company’s securities (the “New Unit”) for each share of Common Stock outstanding.
Each New Unit will be comprised of one share of Common Stock and one Series Z Warrant (the “Z Warrant”).
Each Z Warrant will entitle its holder to purchase one share of Common Stock for $3.00 per share for a period of six years.
The Rights will be exercisable at a price of $2.25 per New Unit.
The Rights will be freely tradeable upon issuance. The New Units will trade promptly upon issuance and for 90 days, at which point they will mandatorily split and their underlying shares of Common Stock and Z Warrants will trade separately.
The Company will file a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) relating to the Rights, the New Units and securities underlying the New Units.
The Rights Offering will begin upon effectiveness of the registration statement, but only upon expiration of the currently ongoing warrant offer (the “Warrant Offer”) pursuant to which the cash exercise price of each tendered Series W Warrant (Nasdaq:PAVMW) has been temporarily reduced to $2.00 per share. The Warrant Offer extends until February 8, 2018, subject to extension at the Company’s sole discretion.
Each holder of Common Stock on the record date of the Rights Offering will receive a Right, including those whose shares of Common Stock were issued pursuant to the Warrant Offer. The Rights Offering will extend for 30 days, subject to extension at the Company’s sole discretion.
No Offer or Solicitation
This announcement 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.
The discussion of the Rights Offering contained in this press release is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell securities.
A registration statement relating to the securities to be issued in the Rights Offering will be filed with the SEC. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement is declared effective. The Rights Offering will be made only by means of a prospectus which will be a part of such registration statement. Copies of the Rights Offering registration statement and prospectus, when available, may be obtained from the SEC at http://www.sec.gov, or from the Company at 60 E. 42nd Street, Suite 4600, New York, New York 10165, Telephone: (212) 949-4319.
PAVmed Inc. is a highly differentiated, multiproduct medical device company employing a unique business model designed to advance products from concept 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, have attractive regulatory pathways and market opportunities and encompass a broad spectrum of clinical areas including carpal tunnel syndrome (CarpX™), interventional radiology (PortIO™ and NextCath™), pediatric ear infections (DisappEAR™) medical infusions (NextFlo™ and NextCath™), and tissue ablation and cardiovascular intervention (Caldus™). The Company intends 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 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.
Source: PAVmed Inc.
Released January 17, 2018