PAVmed Inc. 8-K

What Happened
PAVmed Inc. announced on February 3, 2026 that it completed a $30.0 million private offering of newly designated Series D Convertible Preferred Stock and related warrants, selling 30,000 Series D shares and warrants to purchase an additional 30,000 Series D shares. Concurrently the company redeemed all outstanding Series C preferred shares and refinanced its prior senior secured convertible note (the “2022 Note”) by paying approximately $22.35 million in cash and issuing an amended and restated secured note due February 3, 2029 (the “2026 Note”) with a $15.0 million principal. The company will hold a special stockholder meeting on or before April 30, 2026 to seek related shareholder approvals.

Key Details

• Offering size: $30.0 million for 30,000 shares of Series D Preferred Stock plus warrants to buy 30,000 Series D shares; each $100,000 investment = 100 Series D shares + warrant for 100 Series D shares.
• Series D terms: initial conversion price $6.50 per common share; Stated Value $1,000 per Series D share; beneficial ownership cap default 4.99% (can be increased up to 19.99% pre‑issuance); mandatory conversion tied to stockholder approval or company notice.
• 2026 Note: $15.0M principal, 15.0% annual interest (quarterly cash payments), maturity Feb 3, 2029; secured by company assets (excluding subsidiary Lucid); convertible into common stock at $450.00 per share subject to ownership limits. Financial covenants include minimum available cash ($5M, rising to $8M on/after July 1, 2026) and limits tied to value of Lucid shares.
• Other investor protections: holders of Series D have certain voting and protective rights, the right to appoint one director while ≥10,000 Series D shares outstanding, redemption rights beginning Feb 3, 2029 with escalating cash multiples (300%–500% depending on timing), and warrants exercisable at $1,000 per Series D share (expire Feb 3, 2031) that are callable after a MolDx Medicare draft coverage event for Lucid’s Esoguard product. The holder also received rights to 300,000 shares of Lucid common stock under the amendment agreement.

Why It Matters
This filing describes a substantial capital raise and simultaneous debt restructuring that materially changes PAVmed’s capital structure: $30M of new preferred capital, a secured $15M long‑dated note with high interest and conversion features, and redemption/ownership limits that affect dilution timing. Investors should note the conversion mechanics (Series D conversion price and ownership caps), the company’s plan to seek shareholder approval by April 30, 2026 (which may trigger automatic conversion), the material covenants and default provisions in the 2026 Note (including key financial tests and executive‑service covenants), and the significant redemption rights and protective provisions that favor Series D holders. These items affect potential dilution, governance (preferred director and charter amendment vote), and the company’s liquidity/repayment obligations.