Full Press Release Details
PAVmed Announces Filing of Exchange Offer
Registration Statement with the SEC
Exchange Structured to Reward Current
Security Holders and Incentivize Long-term Ownership by Both Existing and New Investors
NEW YORK (April 10, 2017) - PAVmed
Inc. (Nasdaq: PAVM, PAVMW), a highly differentiated, multi-product medical device company, today announced that it filed a
registration statement on Form S-4 with the Securities and Exchange Commission relating to the Company's previously announced
intention to effectuate a registered exchange offer (the "Exchange") whereby PAVmed's Common Stock will become
exchangeable for units (the "New Units").
Pursuant to the Exchange, each New Unit
will be comprised of one share of Common Stock, identical to the currently outstanding Common Stock, and one newly-issued warrant
(the "New Unit Warrant"). Each holder of Common Stock will be entitled to receive one New Unit for each share of Common
Stock tendered. The Exchange will be available to all holders of the Company's outstanding Common Stock. Holders of Common
Stock may tender all, some, or none of their Common Stock. Any shares of Common Stock which are not tendered shall remain outstanding
The Exchange is being structured to reward
current holders of our securities and to provide incentives for long-term ownership of our securities by both existing and new
investors. There will be no cash or other consideration required to participate in the Exchange.
Each New Unit Warrant is exercisable for
one share of Common Stock at an exercise price of $6.00 per share. The New Unit Warrants are exercisable, subject to certain approvals
required to satisfy Nasdaq regulations, any time after October 31, 2018 through April 30, 2024. At any time after April 30, 2019,
the Company may, at its option, redeem all of the New Unit Warrants if the Common Stock trades at or above $18.00 per share, subject
to certain other conditions.
The securities contained within the New
Units shall become separately tradeable after one year from the closing of the Exchange. The Company may allow for separate trading
of the securities contained within the New Units at an earlier date in its sole discretion.
The Company also announced today that it
filed an information statement with the Securities and Exchange Commission relating to an approval process required to satisfy
a Nasdaq rule in connection with the Company's previously announced private placement. The Company further announced today
that it filed an amendment to its annual report to include certain additional information.
This press release is issued pursuant to
Rule 135 of the Securities Act, is for informational purposes only and is neither an offer to exchange nor a solicitation of an
offer to exchange any of the Company's securities. The offer to exchange will be made only pursuant to a Registration Statement
on Form S-4, a Tender Offer Statement on Schedule TO, which will be filed with the Securities and Exchange Commission, and an Offer
Letter that will be mailed to holders of Common Stock eligible to be tendered in the Exchange. All of these documents will be available
at no charge at the Securities and Exchange Commission's website at www.sec.gov. Holders of securities eligible to be tendered
in the Exchange should read those materials and the documents incorporated therein by reference carefully because they will contain
important information, including the various terms of, and conditions to, the Exchange.
PAVmed Inc. (Nasdaq: PAVM, PAVMW) is a
highly differentiated, multi-product 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 multi-product 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 ), medical
infusions (NextFlo and NextCath ), interventional radiology (PortIO and NextCath), tissue ablation and cardiovascular
intervention (Caldus ) and pediatric ear infections (DisappEAR ). For further information, please visit www.pavmed.com.
Safe Harbor Statement
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 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 pre-clinical 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; and whether the closing conditions for the exchange
offer will be satisfied or waived. 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
Kim Sutton Golodetz, 212-838-3777
Kate Barrette, 212-223-0561