PAVmed Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the fiscal quarter ended June 30, 2026, we issued new shares of our Series B Preferred Stock in payment of in-kind dividends on our outstanding Series B Preferred Stock, in accordance with the previously disclosed terms of the preferred stock and as described in Note 11, Preferred Stock , to our accompanying unaudited condensed consolidated financial statements (the terms of which preferred stock were previously disclosed in a current report filed prior to the date of this Form 10-Q). The issuances were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving public offerings. Except as disclosed above and as previously disclosed in our current and periodic reports filed prior to the date of this Form 10-Q, we did not sell any unregistered securities or repurchase any of our securities during the three months ended June 30, 2026. As long as the 2026 Note is outstanding, we may not, directly or indirectly, redeem, or declare or pay any cash dividend or cash distribution on, any of our securities without the prior express written consent of a majority-in-interest of the holders of the 2026 Note (subject to limited exceptions). Furthermore, our common stock is junior to our preferred stock with respect to certain in-kind dividends payable to the holders of such preferred stock.