Full Press Release Details
Madison Avenue, 25th Floor
New York, New York 10017
PAVmed Inc. Stockholders:
November 28, 2023, the board of directors of PAVmed Inc. (NASDAQ: PAVM) ("PAVmed") approved a distribution
by special dividend to PAVmed's stockholders of approximately 3,331,771 shares of common stock of Lucid Diagnostics Inc. (NASDAQ:
LUCD) ("Lucid Diagnostics") held by PAVmed. The Lucid Diagnostics shares being distributed by PAVmed represent
approximately 6.9% of Lucid Diagnostics' common stock outstanding as of the date hereof. After the distribution, PAVmed will continue
to own approximately 65.2% of Lucid Diagnostics' common stock.
of PAVmed's common stock and preferred stock are entitled to receive Lucid Diagnostics shares in the Distribution. The holder of
PAVmed's senior convertible notes has waived its right to participate in the Distribution.
on the number of shares of PAVmed's stock outstanding as of January 15, 2024, the record date, each PAVmed stockholder will be
entitled to receive 0.37709668 of a share of Lucid Diagnostics' common stock for each share of PAVmed's common stock held
(in the case of PAVmed's preferred stock, as if such preferred stock had been converted into common stock) as of 5:00 p.m. Eastern
Time on the record date. PAVmed will not distribute fractional shares of Lucid Diagnostics' common stock. Instead, PAVmed will
round each PAVmed stockholders' entitlement to Lucid Diagnostics shares to the nearest whole number of shares. PAVmed will distribute
the Lucid Diagnostics shares on February 15, 2024, the distribution date.
on closing market price on January 15, 2024, the record date, the special dividend reflects a distribution of Lucid Diagnostics shares
with a market value of approximately $0.57 per share of PAVmed's common stock.
the distribution, Lucid Diagnostics' common stock will continue to be listed on the Capital Market of The Nasdaq Stock Market LLC
("Nasdaq") under the symbol LUCD, and PAVmed's common stock will continue to be listed on the Nasdaq
Capital Market under the symbol PAVM. You need not take any action to receive your Lucid Diagnostics shares. You do not need to pay any
consideration, or surrender or exchange your PAVmed shares, to receive your distribution of Lucid Diagnostics shares.
attached information statement provides you with important information concerning the distribution of the Lucid Diagnostics shares, including
(i) the expected U.S. federal income tax treatment of Lucid Diagnostics shares you will receive; (ii) how we determined the number of
Lucid Diagnostics shares you will receive; and (iii) how fractional shares will be treated.
appreciate your continued interest and support.
of Approximately 3,331,771 Shares of
Lucid Diagnostics Inc. Common Stock
are sending you this Information Statement because we are distributing by special dividend approximately 3,331,771 shares of common stock
of Lucid Diagnostics Inc. (NASDAQ: LUCD), a Delaware corporation ("Lucid Diagnostics"), held by us (the "Distribution").
The Lucid Diagnostics shares being distributed by us represent approximately 6.9% of Lucid Diagnostics' common stock outstanding
as of the date hereof. After the distribution, we will continue to own approximately 65.2% of Lucid Diagnostics' common stock.
of the common stock and preferred stock of PAVmed Inc., a Delaware corporation ("PAVmed"), are entitled to
receive Lucid Diagnostics shares in the Distribution. The holder of PAVmed's senior convertible notes has waived its right to participate
in the Distribution.
on the number of shares of PAVmed's stock outstanding as of January 15, 2024, the record date (the "Record Date"),
holders of shares of PAVmed stock will be entitled to receive 0.37709668 of a share of Lucid Diagnostics' common stock for each
share of PAVmed's common stock held (in the case of PAVmed's preferred stock, as if such preferred stock had been converted
into common stock) as of 5:00 p.m. Eastern Time on the Record Date. We will not distribute fractional shares of Lucid Diagnostics'
common stock. Instead, we will round each PAVmed stockholders' entitlement to Lucid Diagnostics shares to the nearest whole number
of shares. The Distribution will be made on February 15, 2024 (the "Distribution Date").
on closing market price on the Record Date, the special dividend reflects a distribution of Lucid Diagnostics shares with a market value
of approximately $0.57 per share of PAVmed's common stock.
PAVmed is not expected to have any current or accumulated earnings and profits, the Distribution is expected to be treated as a non-taxable
return of capital to PAVmed's shareholders. A return of capital is a non-dividend distribution that is not paid out of the earnings
and profits of the issuing corporation. As a result, your receipt of the Distribution should be subject to federal income taxation only
to the extent that the fair market value of the Lucid Diagnostics common stock you receive exceeds the adjusted tax basis in your shares
of PAVmed common stock. A return of capital distribution will reduce your cost basis in your shares of PAVmed common stock, which may
increase your tax liability upon the sale of your shares of PAVmed common stock or upon subsequent distributions in respect of your investment
in PAVmed. For a fuller discussion of the tax consequences of the Distribution to you, see "Federal Income Tax Consequences"
beginning on page 6. You are urged to consult your own tax advisor to determine the particular tax consequences of the Distribution to
you, including the applicability and effect of any U.S. federal, state and local and foreign tax laws.
vote of PAVmed stockholders is required in connection with the Distribution. Therefore, you are not required to take any action. We are
sending you this Information Statement, which contains information about the terms of the Distribution, for your information only.
the Securities and Exchange Commission nor any state securities regulators have approved or disapproved of the Lucid Diagnostics shares
to be distributed to you pursuant to this Distribution or determined if this Information Statement is accurate or adequate. Any representation
to the contrary is a criminal offense.
information statement is first being transmitted to PAVmed stockholders on or about February 9, 2024.
AND ANSWERS ABOUT THE DISTRIBUTION
I own shares of PAVmed stock. What will I receive as a result of the Distribution?
of the common stock and preferred stock of PAVmed are entitled to receive Lucid Diagnostics shares in the Distribution. PAVmed will distribute
by special dividend 0.37709668 of a share of Lucid Diagnostics' common stock for each share of PAVmed's common stock held
(in the case of PAVmed's preferred stock, as if such preferred stock had been converted into common stock) as of 5:00 p.m. Eastern
Time on the Record Date. The distribution ratio is based on the total number of Lucid Diagnostics shares to be distributed divided by
the PAVmed shares outstanding (in the case of PAVmed's preferred stock, as if such preferred stock had been converted into common
stock) at that time. PAVmed will not distribute fractional shares of Lucid Diagnostics' common stock. Instead, PAVmed will round
each PAVmed stockholders' entitlement to Lucid Diagnostics shares to the nearest whole number of shares.
How is the number of Lucid Diagnostics shares that I will receive calculated?
each share of PAVmed common stock held of record by you (in the case of PAVmed's preferred stock, as if such preferred stock had
been converted into common stock) at 5:00 p.m. Eastern Time on the Record Date, you will be entitled to receive that number of shares
of Lucid Diagnostics' common stock equal to the quotient obtained by dividing the total number of shares of Lucid Diagnostics'
common stock to be distributed in the Distribution (or 3,331,771 shares) by the total number of shares of PAVmed's common stock
outstanding (in the case of PAVmed's preferred stock, as if such preferred stock had been converted into common stock) at 5:00
p.m. Eastern Time on the Record Date (or 8,835,323 shares). Based on these numbers, you will be entitled to receive 0.37709668 of a share
of Lucid Diagnostics' common stock for each share of PAVmed's common stock held of record by you (in the case of PAVmed's
preferred stock, as if such preferred stock had been converted into common stock) at 5:00 p.m. Eastern Time on the Record Date.
number of Lucid Diagnostics shares being distributed by us is equal to the number of shares issued to us by Lucid Diagnostics on or about
January 26, 2024 in satisfaction of certain intercompany obligations. For more information, see "Where You Can Find Additional
Information" on page 10.
How will fractional shares be treated?
will not distribute fractional shares of Lucid Diagnostics' common stock. Instead, PAVmed will round each PAVmed stockholders'
entitlement to Lucid Diagnostics shares to the nearest whole number of shares.
What is the Record Date for the Distribution, and when will the Distribution occur?
Record Date was January 15, 2024, and ownership was determined as of 5:00 p.m. Eastern Time on that date. Shares of Lucid Diagnostics'
common stock will be distributed on February 15, 2024. We refer to this date as the Distribution Date.
What do I have to do to participate in the Distribution and receive my Lucid Diagnostics shares?
need not take any action to receive your shares of Lucid Diagnostics' common stock. You do not need to pay any consideration, or
surrender or exchange your PAVmed shares, to receive your distribution of Lucid Diagnostics shares.
If I sell my shares of PAVmed's common stock before the Distribution Date, will I still be entitled to receive Lucid Diagnostics
shares in the Distribution?
"regular way" market for shares of PAVmed's common stock is the Capital Market of The Nasdaq Stock Market LLC ("Nasdaq").
Since January 11, 2024 (the "ex-dividend date"), trades in PAVmed's common stock in the regular way market
have not included any entitlement to shares of Lucid Diagnostics' common stock to be distributed pursuant to the Distribution.
Holders of shares of PAVmed's common stock who sell PAVmed shares in the regular way market after the ex-dividend date retain their
right to receive Lucid Diagnostics shares pursuant to the Distribution.
of Lucid Diagnostics' common stock will trade in the same manner that has been in existence since Lucid Diagnostics' common
stock began trading on Nasdaq. Lucid Diagnostics' common stock currently trades on the Nasdaq Capital Market under the symbol LUCD.
are encouraged to consult with your financial advisors regarding the specific implications of trading PAVmed's common stock or
Lucid Diagnostics' common stock before the Distribution Date.
How will the Distribution affect the number of shares of PAVmed I currently hold?