UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
TO
(Amendment
No. 5)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PAVMED
INC.
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
WARRANTS
TO PURCHASE COMMON STOCK
(Title
of Class of Securities)
70423R
110
(CUSIP
Number of Class of Securities)
Lishan
Aklog, M.D.
Chairman and Chief Executive Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York 10165
Telephone: (212) 949-4319
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)
WITH
A COPY TO:
David
Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
New York, New York 10174
Telephone: (212) 818-8800
CALCULATION
OF FILING FEE
|
Transaction valuation
(1)
|
|
Amount of filing fee
(1)(2)(3)
|
|
|
$
|
3,160,050
|
|
$
|
393.43
|
|
|
(1)
|
Estimated
for purposes of calculating the amount of the filing fee only, for an offer to exchange (the “
Offer to Exercise
”)
10,533,500 warrants to purchase common stock, governed by that certain warrant agreement dated April 28, 2016 (the “
Series
W Warrants
”), which were issued in the Company’s initial public offering (“
IPO
”) and in
private placements prior to the IPO. The transaction value is calculated pursuant to Rule 0-11 using $0.30 per Series W Warrant,
which represents the average of the high and low sales price of the Series W warrants on February 16, 2018, as reported by
the Nasdaq Capital Market.
|
|
|
|
|
(2)
|
Calculated
by multiplying the transaction value by 0.0001245.
|
|
|
|
|
(3)
|
Previously
paid.
|
[X]
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of
its filing.
|
|
Amount
Previously Paid: $393.43
|
|
Filing
Party: PAVmed Inc.
|
|
|
|
|
|
|
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Form
or Registration Number: Schedule TO-I
|
|
Date
Filed: February 20, 2018
|
[ ]
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check
the appropriate boxes below to designate any transactions to which the statement relates:
|
[ ]
|
third
party tender offer subject to Rule 14d-1.
|
|
|
|
|
[X]
|
issuer
tender offer subject to Rule 13e-4.
|
|
|
|
|
[ ]
|
going
private transaction subject to Rule 13e-3.
|
|
|
|
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[ ]
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amendment
to Schedule 13D under Rule 13d-2.
|
Check
the following box if the filing is a final amendment reporting the results of a tender offer: [X]
If
applicable, check the appropriate box(es) below to designate the appropriate note provision(s):
|
[ ]
|
Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
|
|
|
|
|
[ ]
|
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer)
|
This
Amendment No. 5 (“
Amendment
”) amends and supplements the Tender Offer Statement on Schedule TO originally
filed by PAVmed Inc., a Delaware corporation (the “
Company
”), on February 20, 2018 (the “
Original
Schedule TO
”) and amended on February 21, 2018, March 5, 2018, March 16, 2018 and April 4, 2018 (as further amended
hereby, the “
Schedule TO
”), in connection with the offer by the Company to all holders of the Company’s
outstanding warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “
Common
Stock
”), issued pursuant to that certain warrant agreement dated April 28, 2016 (the “
Series W Warrants
”),
to exchange each such Series W Warrant for 0.5 Series Z warrants (the “
Series Z Warrants
”), upon the terms
and subject to the conditions set forth in the Offer to Exchange, dated February 20, 2018, which was filed as Exhibit (a)(1)(A)
to the Original Schedule TO, as amended by Amendment No. 2 and Amendment No. 3 to the Schedule TO (the “
Offer to Exchange
”),
and the related Letter of Transmittal (the “
Letter of Transmittal
”), which was filed as Exhibit (a)(1)(B) to
the Original Schedule TO. The Offer to Exchange and the Letter of Transmittal, together, as amended and supplemented, constitute
the “
Offer
.”
The purpose of this Amendment
is to amend and supplement the Schedule TO with respect to Items 1 through 9 and 12 only. Except as specifically provided herein,
the information contained in the Schedule TO, the Offer to Exchange and the Letter of Transmittal remains unchanged. This Amendment
should be read in conjunction with the Schedule TO, the Offer to Exchange and the Letter of Transmittal.
This Amendment is the final
amendment to the Schedule TO and is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) under the Exchange
Act.
ITEMS 1 THROUGH 9.
The information set forth under these Items
of the Schedule TO is hereby supplemented by adding the following:
The Offer expired at
5:00 P.M., Eastern Time, on April 2, 2018. According to Continental Stock Transfer & Trust Company, the depositary for
the Offer, 10,151,682 Series W Warrants were validly tendered and not validly withdrawn, representing approximately
96.4% of the outstanding Series W Warrants. The Company accepted for exchange all of such Series W Warrants and will
issue approximately 5,075,849 Series Z Warrants in exchange for such Series W Warrants (including rounding up for
fractional shares).
On April 5, 2018, the Company
issued a press release announcing the final results of the Offer. A copy of the press release is filed as Exhibit (a)(5)(F) to
this Amendment and is incorporated herein by reference.
ITEM 12. EXHIBITS.
This Item is hereby amended
and supplemented by including the exhibits set forth in the Exhibit Index, which is incorporated by reference herein.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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PAVMED INC.
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By:
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/s/
Lishan Aklog, M.D.
|
|
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Name:
|
Lishan
Aklog, M.D.
|
|
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Title:
|
Chairman
and Chief Executive Officer
|
EXHIBIT
INDEX
Exhibit
(a)(5)(G)
PAVMED
ANNOUNCES FINAL RESULTS OF OFFER TO EXCHANGE SERIES W WARRANTS FOR
SERIES Z WARRANTS
NEW
YORK (April 5, 2018) – PAVmed Inc. (Nasdaq: PAVM, PAVMW
) (the “Company”), a highly differentiated, multiproduct
medical device company, today announced the final results of its previously disclosed offer to exchange each of its Series W Warrants
(Nasdaq: PAVMW, the “Series W Warrant”) for 0.5 Series Z Warrants (the “Offer”). The Offer expired at
5:00 p.m. Eastern time on April 2, 2018.
According
to Continental Stock Transfer & Trust Company, the depositary for the Offer, 10,151,682 Series W Warrants were validly tendered
and not validly withdrawn, representing approximately 96.4% of the outstanding Series W Warrants. PAVmed has accepted for exchange
all of such Series W Warrants. Approximately 5,075,849 Series Z Warrants will be issued in exchange for such Series W Warrants
(including rounding up for fractional shares). Settlement is expected to occur on or about April 5, 2018.
The
Offer was made pursuant to an Offer to Exchange, dated February 20, 2018, as amended on March 5, 2018 and March 16, 2018, and
the related Letter of Transmittal, dated February 20, 2018. This press release is for informational purposes only and is not an
offer to purchase or a solicitation of an offer to sell securities.
About
PAVmed
PAVmed
Inc. is a highly differentiated, multiproduct medical device company employing a unique business model designed to advance innovative
products 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 encompassing a broad spectrum of clinical areas with
attractive regulatory pathways and market opportunities. Its three lead products provide groundbreaking approaches to carpal tunnel
syndrome (CarpX™), vascular access (PortIO™) and pediatric ear infections (DisappEAR™). The company is also
developing innovative products in other areas, such as medical infusions and tissue ablation, while seeking 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, volatility in the price of PAVmed’s
common stock, Series W Warrants and Series Z 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.
Contacts
Investors
LHA
Investor Relations
Kim
Sutton Golodetz
(212)
838-3777
kgolodetz@lhai.com
Media
PAVmed
Inc.
212-949-4319
info@pavmed.com
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