PAVmed Initiates Offer to Exchange Outstanding Warrants
February 21 2018 - 7:30AM
Business Wire
Warrant Exchange Offer to Extend Until March
19, 2018
New Warrants to be Identical to Those Issuable
in Recently Announced Rights Offering
PAVmed Inc. (Nasdaq: PAVM, PAVMW) (the “Company”), a
highly differentiated, multiproduct medical device company, today
announced the filing of a warrant exchange offer (the “Warrant
Offer”) with the U.S. Securities and Exchange Commission (the
“SEC”) providing holders of the Company’s outstanding Series W
Warrants (Nasdaq: PAVMW, the “W Warrant”) the right to exchange
every two W Warrants for one Series Z Warrant (the “Z
Warrant”).
The Warrant Offer begins today and will extend to 11:59 p.m.,
Eastern Time, on March 19, 2018, subject to extension at the
Company’s sole discretion. The Warrant Offer will be available to
all holders of the Company’s outstanding W Warrants. Holders of W
Warrants may tender all, some, or none of their Warrants. Any W
Warrants not tendered shall remain outstanding and unmodified.
There will be no cash or other consideration required to
participate in the Warrant Offer. The Warrant Offer is not
conditioned on any minimum number of W Warrants being tendered but
is subject to certain customary conditions.
Each of the Company’s outstanding W Warrants is currently
exercisable for one share of Common Stock (the “Common Stock”) at
an exercise price of $5.00 per share until January 29, 2022. All W
Warrants are currently redeemable at the Company’s discretion if
the Common Stock trades at or above $10.00 per share, subject to
certain other conditions.
Each Z Warrant will be exercisable for one share of Common Stock
at an exercise price of $3.00 per share until April 30, 2024. After
April 30, 2019, the Z Warrants will become redeemable at the
Company’s discretion if the Common Stock trades at or above $9.00
per share, subject to certain other conditions. The Company intends
to apply to have the Z Warrants listed to trade on Nasdaq.
As compared to the W Warrants, the Z Warrants provide holders a
lower exercise price, a more than two-year longer term and over one
year of hard call protection.
The Z Warrants are identical to the warrants issuable pursuant
to the Company’s recently announced rights offering, which will
commence upon effectiveness of the applicable registration
statement previously filed with the Securities and Exchange
Commission.
The Warrant Offer is designed to provide existing warrant
holders enhanced value and streamline the Company’s capital
structure. If all W Warrants are exchanged, the Company’s fully
diluted shares of Common Stock will be reduced by 5,266,750.
Neither the Company nor its board of directors or officers makes
any recommendations to W Warrant holders as to whether to tender or
refrain from tendering their W Warrants in the Warrant Offer. Each
W Warrant holder must make his, her or its own decision as to
whether to tender some or all of his, her or its W Warrants in the
Warrant Offer.
No Offer or Solicitation
This announcement is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
Additional Information
The discussion of the Warrant Offer and the proposed Rights
Offering contained in this press release is for informational
purposes only and is neither an offer to buy nor a solicitation of
an offer to sell securities.
The Warrant Offer is being made only pursuant to a written offer
to exchange and other related materials that are being mailed to
all holders of the Company’s W Warrants. Holders of the Company’s
outstanding W Warrants should read those materials and the
documents incorporated therein by reference, carefully, because
they will contain important information, including the various
terms and conditions of the Warrant Offer. The Company has filed a
Tender Offer Statement on Schedule TO-I (the “Tender Offer
Statement”) with the SEC. The Tender Offer Statement, which
includes the offer to exchange and other related materials, will
also be available to warrant holders at no charge on the SEC’s
website at www.sec.gov or from the Company at 60 E. 42nd Street,
Suite 4600, New York, New York 10165, Telephone: (212)
949-4319.
About PAVmed
PAVmed Inc. is a highly differentiated, multiproduct 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 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™),
interventional radiology (PortIO™ and NextCath™), pediatric ear
infections (DisappEAR™) medical infusions (NextFlo™ and NextCath™),
and tissue ablation and cardiovascular intervention (Caldus™). The
Company intends to further expand its pipeline through engagements
with clinician innovators and leading academic medical centers. For
further information, please visit www.pavmed.com.
Forward-Looking Statements
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 Company’s ability to complete the
Warrant Offer; volatility in the price of the Company’s common
stock; 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 preclinical
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. 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 statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20180221005410/en/
InvestorsLHA Investor RelationsKim
Sutton Golodetz, 212-838-3777kgolodetz@lhai.comorMediaPAVmed Inc.212-949-4319info@pavmed.com
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