UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Effective as of October 21, 2026, Lucid Diagnostics Inc. (the “Lucid Diagnostics”), a subsidiary of PAVmed Inc. (the “Company”), entered into subscription agreements (each, a “Subscription Agreement”) with certain accredited investors (collectively, the “Investors”), which agreements provided for the sale to the Investors of 15,000 shares of Lucid Diagnostics’ newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), at a purchase price of $1,000 per share (collectively, the “Offering”). The closing of the transactions occurred on the same day. The gross proceeds to Lucid Diagnostics of the Offering were $15.0 million.
On the date of the closing, Lucid Diagnostics filed with the Secretary of State of the State of Delaware a Certificate of Designations of Preferences, Rights and Limitations of the Series C Preferred, which sets forth the resolutions of Lucid Diagnostics’ board of directors designating 15,000 shares of Series C Preferred Stock and fixing its terms.
Lucid Diagnostics and the Investors also executed a registration rights agreement, pursuant to which Lucid Diagnostics agreed to file a registration statement covering the resale of the shares of Lucid Diagnostics’ common stock issuable pursuant to the Series C Preferred Stock.
The Offering, including the related agreements and certificates, are described in more detail in the Current Report on Form 8-K filed by Lucid Diagnostics on October 22, 2026 (the “Lucid Diagnostics 8-K”), and such description is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information included in Item 3.02 and Item 5.03 of the Lucid Diagnostics 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Form of Registration Rights Agreement.(1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
(1) Incorporated by reference to Exhibit 10.1 of the Lucid Diagnostics 8-K.
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: October 22, 2026 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||