UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 13, 2023, Lucid Diagnostics Inc. (the “Lucid Diagnostics”), a majority owned subsidiary of PAVmed Inc. (the “Company”), entered into a securities purchase agreement (the “SPA”) with an accredited investor, for the sale of up to $11,111,110 in initial principal amount of Senior Secured Convertible Notes (the “Notes”), in a private placement (the “Note Offering”). The Notes, the SPA and the Note Offering, including certain other ancillary agreements related thereto, are described in more detail in the Current Report on Form 8-K filed by Lucid Diagnostics on March 14, 2023 (the “Note Offering 8-K”), and such description is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of the Note Offering 8-K is incorporated by reference into this Item 2.03 of this Current Report to the extent required.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information included in Item 1.01 of the Note Offering 8-K is incorporated by reference into this Item 3.03 of this Current Report to the extent required.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 4.1* | Form of Senior Secured Convertible Promissory Note (1) | |
| 10.1* | Form of Securities Purchase Agreement (1) | |
| 10.2* | Form of Security Agreement (1) | |
| 10.3* | Form of Guaranty (1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedule and exhibits to this exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
| (1) | Incorporated by reference to Exhibits 4.1, 10.1, 10.2 and 10.3 of the Note Offering 8-K filed by Lucid Diagnostics on March 14, 2023. |
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: March 14, 2023 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||