PAVmed to Offer Opportunity to Exchange Outstanding Warrants
12 Fevereiro 2018 - 10:30AM
Business Wire
New Warrants to be Identical to Those Issuable
in Recently Announced Rights Offering
Exchange Designed to Streamline Capital
Structure
PAVmed Inc. (Nasdaq: PAVM, PAVMW) (the “Company”), a
highly differentiated, multiproduct medical device company, today
announced it intends to file exchange offer materials (the
“Exchange”) providing the holders of the Company’s outstanding
Series W Warrants (Nasdaq: PAVMW, the “W Warrant”) with the
opportunity to exchange 2 W Warrants for 1 Series Z Warrant (the “Z
Warrant”).
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.
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.
As compared to the W Warrants, the Z Warrants provide holders a
lower exercise price, an over two-year longer term and over one
year of hard call protection.
Each holder of W Warrants will be entitled to receive 1 Z
Warrant for every 2 W Warrants tendered. The Exchange 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 Exchange.
The Exchange 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 5,283,922.
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 Exchange. 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
Exchange.
Additional Information
The discussion of the proposed Exchange 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
Exchange has not yet commenced. The Exchange will be made only
pursuant to a written offer and other related materials that are
expected to be mailed to all holders of the Company’s W Warrants
shortly after commencement of the Exchange, at no expense to the
holders. Holders of the Company’s outstanding W Warrants should
read those materials and the documents incorporated therein by
reference carefully when they become available because they will
contain important information, including the various terms and
conditions of the Exchange. The Company will file a Tender Offer
Statement on Schedule TO-I (the “Tender Offer Statement”) with the
U.S. Securities and Exchange Commission (the “SEC”). The Tender
Offer Statement, including the written offer and other related
materials, will also be available to holders of the W Warrants at
no charge on the SEC’s website at www.sec.gov or from the Company.
Holders of the Company’s W Warrants are urged to read those
materials carefully prior to making any decisions with respect to
the Exchange.
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
PAVmed’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
Exchange; the Company’s ability to obtain listing of the Z
Warrants; volatility in the price of PAVmed’s common stock and
Series W Warrants; the uncertainties inherent in research and
development, including the cost and time required advance PAVmed’s
products to regulatory submission; whether regulatory authorities
will be satisfied with the design of and results from PAVmed’s
preclinical studies; whether and when PAVmed’s products are cleared
by regulatory authorities; market acceptance of PAVmed’s 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 PAVmed’s control. For a further list and description of
these and other important risks and uncertainties that may affect
PAVmed’s future operations, see “Risk Factors” in the Offer to
Exercise and Part I, Item IA, “Risk Factors,” in PAVmed’s 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
PAVmed after its most recent Annual Report. PAVmed disclaims any
intention or obligation to publicly update or revise any
forward-looking statement to reflect any change in its 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/20180212005445/en/
InvestorsLHAKim Sutton Golodetz,
212-838-3777kgolodetz@lhai.comorMediaPAVmed Inc.212-949-4319info@pavmed.com
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