UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2021

Registrant’s telephone number, including area code: (212) 949-4319

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

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 13(a) of the Exchange Act.  [  ]

Item 8.01.Other Events.

On May 28, 2021, PAVmed Inc. (the “Company”), through a newly formed subsidiary, Veris Health Inc. (“Veris”), acquired Oncodisc Inc. (“Oncodisc”), a digital health company with groundbreaking tools to improve personalized cancer care through remote patient monitoring.

The acquisition was completed pursuant to a stock purchase agreement dated May 28, 2021, by and among Veris, the Company, Oncodisc Holdings LLC (“Oncodisc Holdings”), James Mitchell, M.D., and Andrew Thoreson, M.D. Upon the closing of the acquisition, Veris issued approximately 19.6% of its equity interests to Oncodisc Holdings in exchange for all of the issued and outstanding equity interests of Oncodisc. The Company owns the remaining 80.4% of Veris’ equity interests. The Company also provided $155,250 in cash to pay off two Oncodisc convertible notes. The stock purchase agreement contains certain customary representations and warranties and covenants, including indemnification obligations and five-year non-compete provisions to which Drs. Mitchell and Thoreson will be subject.

Oncodisc was founded by Dr. Mitchell, who is joining Veris as its full-time Chief Medical Officer, and Dr. Thoreson, who will serve as a Veris consultant. Oncodisc’s core technologies include an intelligent implantable vascular access port with biologic sensors and wireless communication, combined with an oncologist-designed remote digital healthcare platform that provides patients and physicians with new tools to improve outcomes and optimize the delivery of cost-effective care through remote monitoring and data analytics. PAVmed will manage Veris through a management services agreement (as more fully described below) until such time that the Veris board of directors decides to engage a dedicated management team, and will finance its operations through intercompany advances until Veris decides to raise its own capital.

In connection with the acquisition, Veris, the Company and Oncodisc Holdings entered into a shareholders agreement. The shareholders agreement includes transfer restrictions, rights of co-sale, drag-along rights, voting provisions and other customary rights and obligations of the Company and Oncodisc Holdings with respect to their shares of Veris common stock. The shareholders agreement also provides that:

The shareholders agreement, including the anti-dilution rights described above, terminates, subject to the survival of certain provisions, (i) upon the consummation of any transaction whereby any class of securities of Veris, any successor to Veris or any affiliate of the foregoing becomes publicly traded or listed on a securities exchange, market or quotation system (including a direct listing), (ii) upon the sale of all or substantially all the assets, business or capital stock of Veris, or (iii) upon the exercise by Veris of its redemption rights described above.

The Company and Veris also entered into a management services agreement, which provides for Veris to compensate the Company in exchange for the Company providing certain administrative, management and other services to Veris, including management and oversight of research and development and regulatory matters.

Dr. Mitchell entered into an employment agreement with the Company to serve as Vice President, Digital Health of the Company and the Chief Medical Officer of Veris, and Dr. Thoreson entered into a consulting agreement with Veris to continue to support the development of the Oncodisc technology. As compensation for their future services, subject to approval of the Company’s compensation committee, Drs. Mitchell and Thoreson will receive options to purchase 100,000 shares and 50,000 shares, respectively, of the Company’s common stock, to be granted under the Company’s Fourth Amended and Restated 2014 Long-Term Incentive Equity Plan. The agreements include intellectual property assignment and confidentiality provisions. The employment agreement also includes non-compete provisions.

On June 2, 2021, the Company issued a press release announcing the launch of Veris and the acquisition of Oncodisc. A copy of the press release is attached as Exhibit 99.1 to this current report and is incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 2, 2021