What changed in this filing

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Item 3. Legal Proceedings

2022-04-06 compared with 2021-03-15 · 37 added, 72 removed, 6 unchanged (95% of the section changed)

Legal Proceedings

November 2020, a stockholder of the Company, on behalf of himself and other similarly situated stockholders, filed a complaint

in the Delaware Court of Chancery alleging broker non-votes were not properly counted in accordance with the Company’s bylaws

at the Company’s Annual Meeting of Stockholders on July 24, 2020, and, as a result, asserted certain matters deemed to have

been approved were not so approved (including matters relating to the increase in the size of the 2014 Equity Plan and the ESPP).

The relief sought under the complaint includes certain corrective actions by the Company, but does not seek any specific monetary

The Company does not believe it is clear the prior approval of these matters is invalid or otherwise ineffective.

on January 5, 2021, the Company’s Board of Directors determined, in order to avoid any uncertainty and to avoid the cost

and expense of further litigation of the issue, it would be advisable and in the best interests of the Company and its stockholders

to re-submit these proposals to the Company’s stockholders for ratification and/or approval.

In this regard, the

Company held a special meeting of stockholders on March 4, 2021, at which such matters were ratified and approved.

The parties have reached agreement on a proposed term sheet to settle the complaint, the terms of which do not contemplate payment

of monetary damages to the putative class in the proceeding.

The settlement of the complaint is pending and is subject to court

November 2, 2020, a stockholder of the Company, on behalf of himself and other similarly situated stockholders, filed a complaint in

the Delaware Court of Chancery alleging broker non-votes were not properly counted in accordance with the Company’s bylaws at the

Company’s Annual Meeting of Stockholders on July 24, 2020, and, as a result, asserted certain matters deemed to have been approved

were not so approved (including matters relating to the increase in the size of the 2014 Equity Plan and the ESPP).

The relief sought

under the complaint includes certain corrective actions by the Company, but did not seek any specific monetary damages.

The Company did

not believe it was clear the prior approval of these matters was invalid or otherwise ineffective.

However, to avoid any uncertainty

and the expense of further litigation, on January 5, 2021, the Company’s Board of Directors determined it would be advisable and

in the best interests of the Company and its stockholders to re-submit these proposals to the Company’s stockholders for ratification

and/or approval.

In this regard, the Company held a special meeting of stockholders on March 4, 2021, at which such matters were ratified

and approved.

The parties have reached agreement on a proposed Settlement Term Sheet Agreement, dated January 28, 2021, to settle the

complaint, the terms of which do not contemplate payment of monetary damages to the putative class in the proceeding.

The settlement

of the complaint is pending approval by the Court.

December 23, 2020, Benchmark Investments, Inc.

filed a complaint against the Company in the U.S.

District Court of the Southern

District of New York alleging the registered direct offerings of shares of common stock of the Company completed in December 2020

were in violation of provisions set forth in an engagement letter between the Company and the plaintiff.

The plaintiff is seeking

monetary damages of up to $1.3 million.

The Company disagrees with the allegations set forth in the complaint and intends to

vigorously contest the complaint.

Additionally,

in the ordinary course of our business, particularly as we begin commercialization of our products, we may be subject to certain

other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise

from time to time.

Except as otherwise noted herein, we do not believe we are currently a party to any other pending legal proceedings.

District Court of the Southern District

of New York alleging the registered direct offerings of shares of common stock of the Company completed in December 2020 were in violation

of provisions set forth in an engagement letter between the Company and the Kingswood Capital Markets, a “division” of Benchmark

Investments, Inc.

On December 16, 2021, the court granted PAVmed’s motion to dismiss the case for lack of subject matter jurisdiction.

On February 7, 2022, Benchmark Investments LLC, which claimed to be affiliated with Benchmark Investments, Inc., filed a new complaint

in the Supreme Court of the State of New York, New York County, asserting claims similar to those in the federal action, and adding to

its allegations that financings conducted by the Company in January 2021 and February 2021 also violated the Company’s engagement

letter with Kingswood Capital Markets.

The Company disagrees with the allegations set forth in the complaint and intends to vigorously

contest the complaint.

the ordinary course of our business, particularly as it begins commercialization of its products, the Company may be subject to certain

other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from

time to time.

Except as otherwise noted herein, the Company does not believe it is currently a party to any other pending legal proceedings.

Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages,

and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on our business, financial

position, results of operations, and /or cash flows.

Additionally, although we have specific insurance for certain potential risks,

we may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on our business,

and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business,

financial position, results of operations, and /or cash flows.

Additionally, although the Company has specific insurance for certain

potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse

impact on the Company’s business, financial position, results of operations, and /or cash flows.

Mine Safety Disclosures

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

for Common Equity

common stock is traded on the Nasdaq Capital Market under the symbol “PAVM.”

Our Series Z Warrants and Series W Warrants

are also traded on the Nasdaq Capital Market under the symbols “PAVMZ”

and “PAVMW,”

respectively.

of March 12, 2021, there were 82,460,720 shares of our common stock outstanding.

Our shares of common stock are

held by an estimated 9,000 holders of record and we believe our shares of common stock are held by more than beneficial

have not paid any cash dividends on our common stock to date.

Any future decisions regarding dividends will be made by our board

of directors.

We do not anticipate paying dividends in the foreseeable future but expect to retain earnings to finance the growth

of our business.

Our board of directors has complete discretion on whether to pay dividends.

Even if our board of directors decides

to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and

surplus, general financial condition, contractual restrictions and other factors the board of directors may deem relevant.

B Convertible Preferred Stock

Series B Convertible Preferred Stock is issued pursuant to the PAVmed Inc.

Certificate of Designation of Preferences, Rights,

and Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”),

has a par value of $0.001 per share, no voting rights, a stated value of $3.00 per share, and at the holders’

shares of Series B Convertible Preferred Stock is immediately convertible upon issuance into a corresponding number of shares

of common stock of PAVmed Inc.

Series B Convertible Preferred Stock Certificate of Designation provides for dividends at a rate of 8% per annum based on the

$3.00 per share stated value, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared

by the Company’s board of directors, with the dividends earned from April 1, 2018 through October 1, 2021 payable-in-kind

(“PIK”) by the issue of additional shares of Series B Convertible Preferred Stock.

The dividends may be settled after

October 1, 2021, at the election of the Company, through any combination of the issuance of shares of Series B Convertible Preferred

Stock, shares of common stock of the Company, and /or cash payment.

the year ended December 31, 2020, the Company’s board-of-directors declared Series B Convertible Preferred Stock dividends,

earned as of December 31, 2019, March 31, 2020, June 30, 2020, and September 30, 2020, of an aggregate of approximately $284,000,

which were settled by the issue of an additional aggregate 94,866 shares of Series B Convertible Preferred Stock.

the prior year ended December 31, 2019, the Company’s board-of-directors declared of Series B Convertible Preferred Stock

dividends earned as of December 31, 2018, March 31, 2019, June 30, 2019, and September 30, 2019, of an aggregate of approximately

$265,000 which were settled by the issue of an additional aggregate 88,268 shares of Series B Convertible Preferred Stock.

to December 31, 2020, in January 2021, the Company’s board-of-directors declared a Series B Convertible Preferred Stock

dividend earned as of December 31, 2020 and payable as of January 1, 2021, of approximately $73,000 to be settled by the issue

of an additional 24,198 shares of Series B Convertible Preferred Stock

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings