Securities Registration: Employee Benefit Plan (s-8)
April 13 2022 - 4:31PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 13, 2022
Registration
No. 333-__________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
PAVMED
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
47-1214177 |
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
One Grand Central Place, Suite 4600
New York, NY 10165
(Address of Principal Executive Offices) (Zip Code)
PAVMED
INC. EMPLOYEE STOCK PURCHASE PLAN
(Full
title of the plan)
Dr.Lishan
Aklog, Chief Executive Officer
PAVmed Inc.
One
Grand Central Place, Suite 4600
New York, NY 10165
(Name
and address of agent for service)
(212)
949-4319
(Telephone
number, including area code, of agent for service)
with
a copy to:
David
Alan Miller, Esq.
Eric
T. Schwartz, Esq.
Graubard
Miller
The
Chrysler Building
405
Lexington Avenue, 11th floor
New
York, NY 10174
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
|
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
|
|
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
In
accordance with the provisions of Rule 462 promulgated under the Securities Act of 1933, as amended, the Registration Statement will
become effective upon filing with the Securities and Exchange Commission.
EXPLANATORY
NOTE
This
registration statement is filed by PAVmed Inc. (the “Company”) to register additional securities issuable pursuant to the Company’s Employee Stock Purchase Plan, as amended (the “Plan”), in accordance
with Section 3 thereof, and consists of only those items required by General Instruction E to Form S-8. The Company hereby incorporates
by reference into this registration statement the contents of the prior registration statements on Form S-8 relating to the Plan, filed
with the Securities and Exchange Commission (the “SEC”) on May 22, 2019 (File No. 333-231674), September 1, 2020 (File No. 333-248529), and August 4, 2021 (File No.
333-258458).
PART
I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. | Plan
Information.* |
| |
Item
2. | Registrant
Information and Employee Plan Annual Information.* |
* |
The
information required by this Part I is omitted from this registration statement in
accordance with rules and regulations under the Securities Act of 1933, as amended (“Securities Act”), and the Note to
Part I of Form S-8. The documents containing the information specified in this Part I will be sent or given to employees, officers,
directors or others as specified by Rule 428(b)(1) under the Securities Act. Such documents and the documents incorporated by reference
herein pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act. |
PART
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. | Incorporation
of Documents by Reference. |
The
following documents that we have previously filed with the SEC are incorporated by reference in this registration statement (excluding
any reports or portions thereof that are furnished under Item 2.02 or Item 7.01 and any exhibits included with such items):
|
● |
Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 (filed on April 6, 2022). |
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|
|
|
● |
Current
Reports on Form 8-K dated February 11, 2022 (filed on February 15, 2022), February 22, 2022 (filed on February 24, 2022), February
25, 2022 (filed on March 3, 2022), March 28, 2022 (filed on April 1, 2022) and March 31, 2022 (filed on April 4, 2022). |
|
|
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|
● |
Form
8-A filed on January 29, 2016, registering our common stock, and Form 8-A filed on April 5, 2018, registering our Series Z Warrants,
under Section 12(b) of the Exchange Act. |
All
documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”), prior to the filing of a post-effective amendment which indicates that all the securities offered have
been sold or which deregisters all securities then remaining unsold (excluding any reports or portions thereof that are furnished under
Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such items), will be deemed to be incorporated
by reference in this registration statement and to be a part of this registration statement from the respective date of filing. Any statement
contained in a document incorporated by reference in this registration statement will be modified or superseded for all purposes to the
extent that a statement contained in this registration statement or in any other subsequently filed document which is incorporated by
reference modifies or replaces the statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this registration statement.
| Item
5. | Interests
of Named Experts and Counsel. |
Graubard
Miller issued the opinion as to the legality of the shares of our common stock being registered pursuant to this registration statement.
Graubard Miller and its partners own warrants to purchase shares of our common stock which represent, in the aggregate, beneficial ownership
of less than 1% of our common stock.
See
the Exhibit Index, which is incorporated herein by reference.
(a) |
The
undersigned Registrant hereby undertakes: |
|
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
|
|
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(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement; |
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|
|
|
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(iii)
|
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
Provided,
however, that: Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
|
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
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|
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(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing procedures, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in New York, New York on this 13th day of April, 2022.
|
PAVMED INC. |
|
|
|
|
By: |
/s/
Lishan Aklog, M.D. |
|
|
Lishan
Aklog, M.D. |
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|
Chairman
and Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lishan Aklog, M.D. and Dennis M. McGrath,
and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full
power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign this registration
statement, any and all amendments thereto (including post-effective amendments), and any amendments thereto and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary
or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signatures |
|
Title |
|
Date |
By: |
/s/ Lishan Aklog |
|
Chairman of the Board of Directors
and Chief Executive Officer |
|
April
13, 2022 |
|
Lishan Aklog, M.D. |
|
(Principal
Executive Officer) |
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By: |
/s/ Dennis M. McGrath |
|
President
and Chief Financial Officer |
|
April
13, 2022 |
|
Dennis
M. McGrath |
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(Principal
Financial and Accounting Officer) |
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By: |
/s/ Michael J. Glennon |
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Vice
Chairman and Director |
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April
13, 2022 |
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Michael
J. Glennon |
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By: |
/s/ Tim Baxter |
|
Director |
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April
13, 2022 |
|
Tim
Baxter |
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By: |
/s/ James Cox, M.D. |
|
Director |
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April
13, 2022 |
|
James
L. Cox, M.D. |
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By: |
/s/ Joan B. Harvey |
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Director |
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April
13, 2022 |
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Joan B. Harvey |
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By: |
/s/ Ronald M. Sparks |
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Director |
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April
13, 2022 |
|
Ronald
M. Sparks |
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By: |
/s/ Debra J. White |
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Director |
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April
13, 2022 |
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Debra
J. White |
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EXHIBIT
INDEX
Exhibit
No. |
|
Description |
|
|
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3.1 |
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Certificate of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-203569) |
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3.2 |
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Certificate of Amendment to Certificate of Incorporation, dated April 19, 2015 (incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-203569) |
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3.3 |
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Certificate of Amendment to Certificate of Incorporation, dated October 1, 2018 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 2, 2018) |
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3.4 |
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Certificate of Amendment to Certificate of Incorporation, dated June 26, 2019 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 27, 2019) |
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3.5 |
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Certificate of Amendment to Certificate of Incorporation, dated July 24, 2020 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 27, 2020) |
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3.6 |
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Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed on April 20, 2018) |
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3.7 |
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Certificate of Elimination of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed on April 20, 2018) |
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3.8 |
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Amended and Restated Bylaws (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 15, 2021) |
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4.1 |
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Specimen PAVmed Inc. Common Stock Certificate (incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-203569) |
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10.1 |
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PAVmed Inc. Employee Stock Purchase Plan, as Amended and Restated Effective as of June 15, 2021 (incorporated by reference to Annex B of the Definitive Proxy Statement on Schedule 14A filed on April 30, 2021). |
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5.1 |
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Opinion of Graubard Miller (filed herewith). |
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23.1 |
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Consent of Marcum LLP (filed herewith). |
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23.3 |
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Consent of Graubard Miller (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (included on the signature page hereto). |
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107 |
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Calculation of Filing Fee Table |
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