Item 1.01. Entry into a Material Definitive Agreement.

On January 5, 2021, PAVmed Inc. (the "Company") entered into a placement agency agreement (the "Placement Agency Agreement") with Maxim Group LLC (the "Placement Agent"). Under the Placement Agency Agreement, the Placement Agent agreed to act as the placement agent, on a reasonable best efforts basis, for a proposed offering by the Company of shares of its common stock (the "Offering"). As compensation for such services, the Company agreed to pay the Placement Agent a fee of 7% of the aggregate gross proceeds from the sale of such shares, and to reimburse the Placement Agent for its out-of-pocket accountable expenses, up to a maximum of $15,000. The Placement Agency Agreement is subject to customary closing conditions. In addition, the Company agreed to indemnify the Placement Agent against certain liabilities, including for certain liabilities under the Securities Act of 1933, as amended.

On the same date, in connection with the Offering, the Company entered into subscription agreements (the "Subscription Agreements") with the purchasers in the Offering (the "Investors"). Under the Subscription Agreements, the Investors agreed to purchase, and the Company agreed to sell, an aggregate of 6,000,000 shares (the "Shares") of the Company's common stock, at a purchase price of $2.24 per Share (which is greater than the average Nasdaq Official Closing Price of the common stock (as reported on Nasdaq.com) for the five trading days immediately preceding the signing of the Subscription Agreements), for aggregate gross proceeds of $13,440,000. The Subscription Agreements contain customary representations and warranties and covenants of the Company. In addition, the Company agreed to indemnify each Investor against certain liabilities, including for certain liabilities under the Securities Act of 1933, as amended.

The Company estimates that the net proceeds of the Offering, after deducting the Placement Agent's fees and the other estimated expenses of the Offering, will be approximately $12,400,000. The Offering is expected to close on or about January 8, 2021, subject to customary closing conditions.

The Offering was made pursuant to the Company's existing shelf registration statement on Form S-3 (Registration No. 333-248709), which was filed with the Securities and Exchange Commission ("SEC") on September 10, 2020 and declared effective by the SEC on September 17, 2020, and is described in more detail in a prospectus supplement (to be dated January 5, 2021) and accompanying base prospectus (dated September 17, 2020) to be filed with the SEC.

The Placement Agency Agreement and form of the Subscription Agreement are attached hereto as Exhibits 1.1 and 10.1, respectively, and are incorporated herein by reference. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the securities in the Offering is attached hereto as Exhibit 5.1. The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such exhibits.

The Placement Agency Agreement and the form of Subscription Agreement have been included to provide investors and security holders with information regarding their terms. The agreements are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Placement Agency Agreement and the Subscription Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties.




Item 8.01. Other Events.

On January 6, 2021, the Company issued a press release announcing that it had signed the Subscription Agreements. The press release is attached to this Current Report as Exhibit 99.1.





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Item 9.01. Financial Statement and Exhibits.





(d) Exhibits:



Exhibit   Description
1.1         Placement Agency Agreement.

5.1         Opinion of Graubard Miller.

10.1        Form of Subscription Agreement.

23.1        Consent of Graubard Miller (included as part of Exhibit 5.1)

99.1        Press release.




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