PAVmed Inc. (Nasdaq: PAVM, PAVMW) (the “Company”), a
highly differentiated, multiproduct medical device company, today
announced that its previously disclosed offer to exchange Series W
Warrants (Nasdaq: PAVMW, the “W Warrant”) for Series Z Warrants
(the “Offer”) has been extended, in accordance with applicable
rules and regulations governing tender offers, until 5:00 P.M.,
Eastern Time, on April 2, 2018, unless further extended or
terminated. The Offer was previously scheduled to expire at 11:59
P.M., Eastern Time, on March 19, 2018.
Under the Offer, PAVmed is offering the holders of its
outstanding Series W Warrants, which were issued in its initial
public offering (“IPO”) and in private placements prior to its IPO,
the opportunity to exchange each Series W Warrant for 0.5 Series Z
Warrants, upon the terms and subject to the conditions set forth in
the Offer to Exchange, dated February 20, 2018, as amended and
supplemented (the “Offer to Exchange”), and the related Letter of
Transmittal. To date, 8,573,068 of the 10,533,500 outstanding
Series W Warrants of have been tendered and not withdrawn.
Each of the outstanding Series W Warrants is currently
exercisable for one share of common stock at an exercise price of
$5.00 per share until January 29, 2022. All Series W Warrants are
currently redeemable at PAVmed’s discretion if the common stock
trades at or above $10.00 per share, subject to certain other
conditions. Each Series 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 Series Z Warrants will become
redeemable at PAVmed’s discretion if the common stock trades at or
above $9.00 per share, subject to certain other conditions. PAVmed
has applied to have the Series Z Warrants listed to trade on the
Nasdaq Capital Market.
The extension of the expiration date of the Offer is being made
in compliance with the rules and procedures of the Securities and
Exchange Commission (“SEC”). In addition, the Offer to Exchange is
being amended and supplemented to include financial information
from the fiscal year ended December 31, 2017. Except for such
extension and such supplemental financial information, all of the
terms and conditions set forth in the Offer to Exchange as amended
and supplemented prior to the date hereof, the related Letter of
Transmittal and the other offer materials filed with the SEC
(collectively, as amended and supplemented from time to time, the
“Offer Documents”) remain unchanged.
Tenders of the Series W Warrants in the Offer must be made prior
to the extended expiration date (or in accordance with the
procedures for guaranteed delivery described in the Offer
Documents) and may be withdrawn at any time prior to the extended
expiration date in accordance with the terms described in the Offer
Documents.
The Offer is subject to the conditions and other terms set forth
in the Offer Documents. There is no minimum participation
requirement with respect to the Offer.
PAVmed’s common stock and Series W Warrants are currently listed
on the Nasdaq Capital Market under the symbols “PAVM” and “PAVMW”,
respectively. As of March 15, 2018, the last reported closing
prices of the common stock and Series W Warrants were $1.71 per
share and $0.40 per warrant, respectively.
The depositary for the tender offer is Continental Stock
Transfer & Trust Company. The Offer Documents and related
documents have been distributed to the holders of the Series W
Warrants. For questions and information, please call the depositary
at (917) 262-2378.
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,
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 Offer 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 Offer is being made only pursuant to the Offer Documents
that were mailed to all holders of the Series W Warrants. Holders
of the outstanding Series W Warrants should carefully read those
materials and the documents incorporated therein by reference, as
amended and supplemented, because they contain important
information, including the various terms and conditions of the
Offer. PAVmed 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 Documents, is also available to
holders of the Series W Warrants at no charge on the SEC’s website
at www.sec.gov or from PAVmed at the address below. Holders of the
Series W Warrants are urged to read those materials carefully prior
to making any decisions with respect to the Offer.
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, PAVmed’s ability to complete the
Offer; 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 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/20180316005795/en/
InvestorsLHA Investor RelationsKim
Sutton Golodetz212-838-3777kgolodetz@lhai.comorMediaPAVmed Inc.212-949-4319info@pavmed.com
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