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.
Effective as of March 12, 2024, PAVmed Inc. (the “Company”), entered into an amendment and waiver (the “Amendment and Waiver”) with the holder of the senior secured convertible note issued by the Company as of April 4, 2022 (the “April 2022 Note”) and the secured convertible note issued by the Company as of September 8, 2022 (the “September 2022 Note,” and together with the April 2022 Note, the “Notes”).
Pursuant to the Amendment and Waiver, the maturity date of the April 2022 Note was extended to April 4, 2025 and the maturity date of the September 2022 Note was extended to September 8, 2025, in each case subject to further extension in certain circumstances. The holder of the Notes also waived, for the period commencing on December 1, 2023 and ending on August 31, 2024, the financial covenant contained in the Notes requiring that the ratio of (a) the outstanding principal amount of the Notes, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, not exceed 30%; provided that the Company’s market capitalization not be less than $75 million. In consideration of the Amendment and Waiver, the Company agreed to pay the holder of the Notes $2,000,000 in cash (or in such other form as may be mutually agreed in writing) by April 25, 2024.
Item 3.03. Material Modification to Rights of Security Holders.
The information included in Item 1.01 is incorporated by reference into this Item 3.03 to the extent required.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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, 2024 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||