PAVMED INC. (NASDAQ:PAVM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Securities Purchase Agreement

On January 26, 2017 (the Closing Date), PAVmed Inc., a
Delaware corporation (the Corporation), entered into a
Securities Purchase Agreement (the Purchase Agreement) to
which the Corporation may issue and sell to investors
(collectively, Purchasers) up to an aggregate of
$3,000,000 of units (each, a Unit and collectively, the
Units) at a price of $6.00 per Unit (the Offering),
provided, however, that upon the written consent of the
Corporation and the placement agent for the Offering, the
aggregate dollar amount of the Units offered may be increased. At
closings which took place on January 26, 2017 and January 31,
2017, 251,334 of Units were sold for aggregate gross proceeds of
$1,508,004. Additional closings may occur in the future.

Each Unit consists of (i) one share of the Corporations Series A
Convertible Preferred Stock, par value $0.001 per share (the
Series A Preferred Stock), that is initially convertible
into one share of the Corporations Common Stock, $0.001 per share
(Common Stock), and (ii) one Series A Warrant (Series A
Warrant) exercisable for one share of Common Stock. Each
Series A Warrant is also exchangeable for four Series X Warrants
(each a Series X Warrant). The shares of Series A
Preferred Stock and Series A Warrants are immediately separable
upon their issuance. Further descriptions of the shares of Series
A Preferred Stock, Series A Warrants and Series X Warrants are
set forth in Item 5.03 below and in this Item 1.01.

The forms of the Purchase Agreement, the Series A Warrant and
Series X Warrant are filed as Exhibit 10.1, Exhibit 4.1 and
Exhibit 4.2, respectively, hereto and are incorporated by
reference into this Item 1.01. The foregoing descriptions of the
Purchase Agreement, the Series A Warrants and the Series X
Warrants are qualified in their entirety by reference to the full
text of the forms of the Purchase Agreement, the Series A Warrant
and the Series X Warrant, respectively.

Registration Rights Agreement

In accordance with the terms of the Purchase Agreement, the
Corporation also entered into aregistration rights agreementwith
the Purchasers dated January 26, 2017 (the Registration Rights
Agreement), to which the Corporation is obligated to file
with the Securities and Exchange Commission (the SEC) as
soon as practicable, but in any event by the date that is sixty
days after the Closing Date, a registration statement (the
Registration Statement) covering the resale of the shares
of Common Stock and Series X Warrants issuable to the terms of
the securities issued in the Offering, including securities that
may be issued in the future as dividends on the Series A
Preferred Stock. The Corporation is obligated to use its
commercially reasonable best efforts to cause the Registration
Statement to be declared effective by the SEC as soon as
practicable, but in no event later than the date that is one
hundred and fifty days after the Closing Date.

The form of Registration Rights Agreement is filed as Exhibit
10.2 hereto and is incorporated into this Item 1.01 by reference.
The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to its full text.

Series A Warrants

The Series A Warrants are exercisable at any time after the date
the approval of the stockholders of the Corporation has been
obtained under Nasdaq Stock Market Rule 5635(d). Such approval is
required inasmuch as the potential exists for the Corporation
issuing 20% or more of its outstanding shares of Common Stock at
a price below its current market price. The Series A Warrants
remain exercisable until April 30, 2024. Each Series A Warrant is
exercisable for one share of Common Stock (each, a Series A
Warrant Share) at an initial exercise price of $8.00 (the
Series A Exercise Price).The Series A Exercise Price is
subject to weighted average anti-dilution protection and the
Series A Exercise Price and number of shares of Common Stock
issuable upon exercise of a Series A Warrant are subject to
adjustment in the event of stock dividends, stock splits or
similar events affecting the Common Stock.

Holders may exercise Series A Warrants by paying the exercise
price in cash or, if at any time after the six month anniversary
of the Closing Date, there is no effective Registration Statement
registering, or no current prospectus available for, the resale
of the Series A Warrant Shares by the holder, then each Series A
Warrant may also be exercised, in whole or in part, at such time
by means of a cashless exercise.

Series A Warrants Exchange Option

Each Series A Warrant constituting a component of each Unit can
be exchanged through April 30, 2024 for four Series X Warrants.
Each Series X Warrant is exercisable for one share of Common
Stock at an initial exercise price of $6.00 per share (the Series
X Exercise Price). The Series X Warrants are exercisable at any
time after the later of (i) the date the final stockholder
approval has been obtained under Nasdaq Stock Market Rule 5635(d)
and (ii) October 31, 2018, and until April 30, 2024.The Series X
Exercise Price and number of shares of Common Stock issuable upon
exercise of a Series X Warrant are subject to appropriate
adjustment in the event of stock dividends, stock splits or
similar events affecting the Common Stock. Holders may exercise
Series X Warrants by paying the exercise price in cash or, at any
time after the six month anniversary of the Closing Date, there
is no effective Registration Statement registering, or no current
prospectus available for, the resale of the Series X Warrant
Shares by the holder, then the Series X Warrant may also be
exercised, in whole or in part, at such time by means of a
cashless exercise. At any time after April 30, 2019, the
Corporation, may at its option, redeem all, but not less than
all, of the outstanding Series X Warrants at a price of $0.01 per
Series X Warrant if the volume weighted average price per share
of the Common Stock has been at least $18.00 (as adjusted for
stock splits, stock dividends, or similar events occurring after
the Closing Date) for twenty Trading Days out of the thirty
Trading Day period ending three Business Days prior to the notice
of redemption in addition to certain other conditions.

Item 3.02 Unregistered Sales of Equity
Securities.

The Corporation issued a total of 211,334 Units on January 26,
2017 and 40,000 Units on January 31, 2017 in transactions that
were not registered under the Securities Act of 1933, as amended
(the Securities Act). The aggregate gross proceeds received by
the Corporation in connection with the foregoing was $1,508,004
in cash and the aggregate commissions paid by the Corporation
were $105,556.28 resulting in net proceeds of $1,238,343.72. Each
Series A Warrant is exchangeable, in whole or in part, for four
Series X Warrants, the terms of which are more fully described in
Item 1.01 – Exchange of Series A Warrants for Series X
Warrants.The Units were offered and sold in a private placement
to exemptions from the registration requirements of the
Securities Act, afforded by Section 4(a)(2) and Rule 506 of
Regulation D promulgated thereunder.

Item 5.03Amendments to Articles of Incorporation or
Bylaws; Change of Fiscal Year

Certificate of Designation for the Series A Convertible
Preferred Stock

On January 26, 2017, in order to authorize the shares of Series A
Preferred Stock, the Corporation filed a Certificate of
Designation of Preferences, Rights and Limitations of Series A
Convertible Preferred Stock (the Certificate of
Designation) with the Delaware Secretary of State. The
Certificate of Designation fixes the rights, preferences, powers,
restrictions and limitations of the Series A Preferred Stock. The
Series A Preferred Stock is a component of the Units being
offered to the Purchase Agreement described in Item 1.01 above.

Each share of Series A Preferred Stock shall be convertible, at
any time and from time to time, after the date final stockholder
approval has been obtained under Nasdaq Stock Market Rule 5635(d)
at the option of the holder thereof, into that number of shares
of Common Stock determined by dividing the Stated Value (as
defined in the Certificate of Designation) of such share of
Series A Preferred Stock by the Conversion Price.The Stated Value
is $6.00 and is subject to adjustment as set forth in the
Certificate of Designation. The initial Conversion Price of $6.00
shall be adjusted in the event the Corporation (i) pays a stock
dividend or otherwise makes a distribution or distributions
payable in shares of Common Stock on shares of Common Stock or
any other Common Stock Equivalents (which, for avoidance of
doubt, shall not include any shares of Common Stock issued by the
Corporation upon conversion of, or payment of a dividend on, the
Series A Preferred Stock), (ii)subdivides outstanding shares of
Common Stock into a larger number of shares, (iii)combines
(including by way of a reverse stock split) outstanding shares of
Common Stock into a smaller number of shares, or (iv)issues, in
the event of a reclassification of shares of the Common Stock,
any shares of capital stock of the Corporation. In addition, the
Conversion Price is subject to weighted average anti-dilution
protection.

The holders of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Corporations Board of
Directors cumulative dividends at the rate of 8% per annum of the
Stated Value per share of Series A Preferred Stock per annum.
Such dividends shall accrue and cumulate whether or not the
Corporation has earnings or surplus, whether or not there are
funds legally available for the payment of such dividends and
whether or not such dividends are declared by the Corporations
Board of Directors. All accumulated and unpaid dividends shall
compound quarterly at the rate of 8% of the Stated Value per
annum. Through the Dividend Payment Date (as defined in the
Certificate of Designation) of April 1, 2021, the dividends shall
be payable in-kind in additional shares of Series A Preferred
Stock, rounded up to the nearest whole share. For Dividend
Payment Dates occurring after the April 1, 2017 Dividend Payment
Date, such dividends shall be paid at the option of the
Corporation in any combination of shares of Series A Preferred
Stock, cash or shares of Common Stock. If the Corporation
determines to pay any dividends in shares of Common Stock, the
number of shares of Common Stock payable shall be equal to the
quotient of (i) the amount of the dividend per share of Series A
Preferred Stock to be paid in shares of Common Stock and (ii) the
average of the volume weighted average price per share for the
ten consecutive Trading Days ending on the Trading Day that is
immediately prior to the applicable Dividend Payment Date
determined as of the Dividend Payment Date.

The holders of Series A Preferred Stock shall have no voting
rights. However, as long as any shares of Series A Preferred
Stock are outstanding, the Corporation shall not, without the
affirmative vote of holders representing at least two-thirds of
the then outstanding shares of the Series A Preferred Stock,
(i)alter or change adversely the powers, preferences or rights
given to the Series A Preferred Stock or alter or amend this
Certificate of Designation, (ii)amend its certificate of
incorporation or other charter documents in any manner that
adversely affects any rights of the holders, (iii)increase the
number of authorized shares of Series A Preferred Stock except as
to pay dividends, (iv) create any class of equity security that
would

rank senior to the Series A Preferred Stock as to dividends or
rights in a Liquidation (as defined in the Certificate of
Designation), or (v)enter into any agreement with respect to any
of the foregoing.

In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation or Deemed
Liquidation Event (as defined in the Certificate of Designation),
the holders of shares of Series A Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its stockholders before
any payment shall be made to the holders of Common Stock by
reason of their ownership thereof, an amount per share equal to
the greater of (i) the Stated Value, plus any dividends accrued
but unpaid thereon, or (ii) such amount per share as would have
been payable had all shares of Series A Preferred Stock been
converted into Common Stock in accordance with the Certificate of
Designation immediately prior to such liquidation, dissolution,
winding up or Deemed Liquidation Event.

The text of the Certificate of Designation is filed as Exhibit
3.1 hereto and is incorporated by reference into this Item 5.03.
The foregoing description of the Certificate of Designation is
qualified in its entirety by reference to its full text.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

PAVMED INC. (NASDAQ:PAVM) Recent Trading Information

PAVMED INC. (NASDAQ:PAVM) closed its last trading session up +0.18 at 7.00 with 6,185 shares trading hands.