As filed with the Securities and Exchange Commission on February 23, 2021
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
PAVMED
INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 47-1214177 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
One Grand Central Place, Suite 4600 New
York, New York 10165 |
Lishan
Aklog, M.D. New
York, New York 10165 | |
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office) | (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) |
Copies to:
David Alan Miller, Esq.
Jeffrey
M. Gallant, Esq.
Eric T. Schwartz, Esq.
Graubard
Miller
405 Lexington Avenue, 11th Floor
New York, New York 10174
Telephone: (212) 818-8800
Fax: (212) 818-8881
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-248709
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | |
| Non-accelerated filer [X] | Smaller reporting company [X] | |
| Emerging Growth Company [X] |
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 7(a)(2)(B) of Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered(1) | Proposed maximum aggregate offering price | Amount of registration fee(2) | ||||||
| Common stock, par value $.0001 per share | $ | 8,904,800 | $ | 971.51 | ||||
| (1) | The registrant previously registered the offering, issuance and sale of securities of up to $75,000,000 under the registration statement on Form S-3 (File No. 333-248709), which was filed by the registrant on September 10, 2020 and declared effective on September 17, 2020 (the “Registration Statement”). In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $8,904,800 is hereby registered representing no more than 20% of the maximum aggregate offering price of securities that remain available for issuance under the Registration Statement. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover such additional number of securities as may be offered or issued in connection with any stock splits, stock dividends or similar transactions. |
| (2) | Calculated pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of PAVmed Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-3 (File No. 333-248709), which was declared effective by the Commission on September 17, 2020 are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in New York, New York on February 23, 2021.
| PAVMED INC. | ||
| By: | /s/ Lishan Aklog, M.D. | |
| Name: | Lishan Aklog, M.D. | |
| Title: | Chairman of the Board and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Title | Date | |||
| By: | /s/ Lishan Aklog, M.D. | Chief Executive Officer and Chairman | February 23, 2021 | ||
| Lishan Aklog, M.D. | of the Board (Principal Executive Officer) | ||||
| By: | /s/ Dennis M. McGrath | President and Chief Financial Officer | February 23, 2021 | ||
| Dennis M. McGrath | (Principal Financial Officer and | ||||
| Principal Accounting Officer) | |||||
| By: | * | Vice Chairman and Director | February 23, 2021 | ||
| Michael J. Glennon | |||||
| By: | * | Director | February 23, 2021 | ||
| James L. Cox, M.D. | |||||
| By: | * | Director | February 23, 2021 | ||
| Ronald M. Sparks | |||||
| By: | * | Director | February 23, 2021 | ||
| David Weild IV | |||||
| By: | * | Director | February 23, 2021 | ||
| David S. Battleman, M.D. | |||||
| *By: | /s/ Lishan Aklog, M.D. | |
| Name: Lishan Aklog, M.D. | ||
| Title: Attorney-in-Fact |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 5.1 | Opinion of Graubard Miller. | |
| 23.1 | Consent of Marcum LLP. | |
| 23.2 | Consent of Citrin Cooperman & Company, LLP. | |
| 23.3 | Consent of Graubard Miller (included in its opinion filed as Exhibit 5.1). | |
| 24.1 | Power of Attorney.* |
| * | Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-248709) filed with the Commission on September 10, 2020. |
Exhibit 5.1
GRAUBARD MILLER
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
February 23, 2021
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York 10165
| Re: | Registration Statement |
Ladies and Gentlemen:
We have acted as counsel for PAVmed Inc., a Delaware corporation (“Company”), in connection with the preparation of the Registration Statement on Form S-3 (“Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed issuance and sale by the Company of up to $8,904,800 in shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”).
The Shares are to be issued and sold by the Company pursuant to an underwriting agreement, dated February 23, 2021 (the “Underwriting Agreement”), being entered into by and between the Company and Cantor Fitzgerald & Co., as underwriter, which will be filed with the Commission as an exhibit on a Current Report on Form 8-K.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion set forth below, we have reviewed (a) the Registration Statement, and the exhibits thereto; (b) the Underwriting Agreement; (c) the Company’s Certificate of Incorporation, as amended; (d) the Company’s Bylaws, as amended; (e) certain records of the Company’s corporate proceedings as reflected in its minute books; and (f) such statutes, records, and other documents as we have deemed relevant.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examinations of law and fact as we have deemed relevant in order to form a basis for the opinions hereinafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and when sold and issued in accordance with the Underwriting Agreement against payment therefor, will be validly issued, fully paid and non-assessable.
No opinion is expressed herein other than as to the laws of the State of New York, the corporate law of the State of Delaware, and the federal law of the United States of America.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof, and incorporation by reference into the Registration Statement. We also consent to the use of our name as counsel to the Company and to all references made to us in the Registration Statement and the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder. This opinion is expressed as of the date hereof and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
| Very truly yours, | |
| /s/ GRAUBARD MILLER |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in this Registration Statement of PAVMED Inc. (the “Company” ) on Form S-3 pursuant to Rule 462(b) under the Securities Act of 1933, of our report dated April 14, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of PAVMED Inc. as of December 31, 2019 and for the year in the period ended December 31, 2019 appearing in the Annual Report on Form 10-K of PAVMED Inc. for the year ended December 31, 2019 appearing in the Registration Statement on Form S-3 [333-248709]. We also consent to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Marcum llp
Marcum llp
New York, NY
February 23, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933 of our report dated April 1, 2019, relating to the consolidated financial statements of PAVmed Inc. and Subsidiaries (the “Company”) as of December 31, 2018 and for the year then ended, which appears in the Annual Report on Form 10-K, as amended, of the Company for the year ended December 31, 2019, and to the reference to us under the heading “Experts” in the Prospectus, which is part of the Registration Statement on Form S-3 (No. 333-248709) incorporated by reference in this Registration Statement. Our report dated April 1, 2019 includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern.
/s/ CITRIN COOPERMAN & COMPANY, LLP
New York, New York
February 23, 2021