What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-14 compared with 2022-04-06 · 34 added, 37 removed, 12 unchanged (86% of the section changed)

1 unchanged sentence

for Common Equity

common equity is traded on the Nasdaq Capital Market under the symbols:

“PAVM.” with respect to our

common stock;

“PAVMZ” and “PAVMW” with respect to each of our Series Z Warrants and Series W Warrants,

respectively.

Subsequent to December 31, 2021 the Series W Warrants issued and outstanding as of December 31, 2021, expired unexercised

on January 29, 2022.

common stock is traded on the Nasdaq Capital Market under the symbol “PAVM” and our Series Z Warrants are traded on the Nasdaq

Capital Market under the symbol “PAVMZ.” On December 29, 2022, we received a notice from the Listing Qualifications Department

of Nasdaq stating that, for the prior 30 consecutive business days (through December 28, 2022), the closing bid price of our common stock

had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

The notification letter stated that the Company would be afforded 180 calendar days (until June 27, 2023) to regain compliance.

Developments—Business—Nasdaq Notice ” in Item 7 below for more information.

of March 9, 2023, there were 98,419,795 shares of our common stock outstanding.

Our shares of common stock are held by an estimated

17,000 holders of record and we believe our shares of common stock are held by more than beneficial owners.

214 holders of record and we believe our shares of common stock are held by significantly more beneficial owners.

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

1 unchanged sentence

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, amongst and other factors deemed relevant.

Subject to the restrictions described below and applicable law, 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, amongst and other factors deemed relevant.

long as the Senior Convertible Notes (see “ Liquidity and Capital Resources ” in Item 7 below) are 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 the purchasers of the Senior Convertible Notes (other than as required by the Series B Convertible Preferred

Furthermore, our common stock is junior to the Series B Convertible Preferred Stock with respect to dividends.

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’ election, 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 years ended December 31, 2021 and 2020, respectively, at each of the respective holders’ election, a total of

210,448 and 25,000 shares of Series B Convertible Preferred Stock were converted into the same number of shares of common stock

of PAVmed Inc.

the year ended December 31, 2021, the Company’s board-of-directors declared an aggregate of approximately $288 of Series B Convertible

Series B Convertible Preferred Stock has a par value of $0.001 per share, no voting rights, a stated value of $3.00 per share, and at

the holders’ election, is convertible into shares of our common stock at a conversion price of $3.00 per share.

Series B Convertible Preferred Stock accrues dividends at a rate of 8% per annum based on the $3.00 per share stated value.

are payable in arrears on January 1, April 1, July 1, and October 1, 2023.

Dividends accrue and cumulate whether or not declared by our

board of directors.

All accumulated and unpaid dividends compound quarterly at the rate of 8% of the stated value per annum.

are payable at our election in any combination of shares of Series B Convertible Preferred Stock, cash or shares of our common stock.

the periods ended December 31, 2022 and 2021, respectively, at each of the respective holders’ election, a total of 45 and 210,448

shares of Series B Convertible Preferred Stock were converted into the same number of shares of common stock of PAVmed Inc.

the period ended December 31, 2022, the Company’s board of directors declared an aggregate of approximately $276 of Series B Convertible

Preferred Stock dividends, earned as of December 31, 2021, March 31, 2022, June 30, 2022, and September 30, 2022, which have been settled

by the issue of an additional aggregate 91,885 shares of Series B Convertible Preferred Stock.

During the year ended December 31,

2020, the Company’s board-of-directors declared an aggregate of approximately $284 of Series B Convertible Preferred Stock dividends,

earned as of December 31, 2019, March 31, 2020, June 30, 2020, and September 30, 2020, which have been settled by the issue of an additional

aggregate 94,866 shares of Series B Convertible Preferred Stock.

the period ended December 31, 2021, the Company’s board of directors declared an aggregate of approximately $288 of Series B Convertible

Preferred Stock dividends, earned as of December 31, 2020, March 31, 2021, June 30, 2021, and September 30, 2021, which have been settled

by the issue of an additional aggregate 96,262 shares of Series B Convertible Preferred Stock.

to December 31, 2022, in January 2023, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend

earned as of December 31, 2021 and payable as of January 1, 2022, of approximately $67, which will be settled by the issue of an additional

22,291 shares of Series B Convertible Preferred Stock (with such dividend not recognized as a dividend payable as of December 31, 2021,

as the Company’s board of directors had not declared such dividends payable as of such date).

earned as of December 31, 2022 and payable as of January 1, 2023, of approximately $72, to be settled by the issue of an additional 24,128

shares of Series B Convertible Preferred Stock (with such dividend not recognized as a dividend payable as of December 31, 2022, as the

Company’s board of directors had not declared such dividends payable as of such date).

Sales of Unregistered Securities

as previously disclosed in our current reports on Form 8-K and quarterly reports on Form 10-Q, we did not sell any unregistered securities

or repurchase any of our securities during the fiscal year ended December 31, 2021.

as previously disclosed in our current reports on Form 8-K and quarterly reports on Form 10-Q or as described under the heading “ Recent

Developments—Financing ” in Item 7 below, we did not sell any unregistered securities or repurchase any of our securities

during the fiscal year ended December 31, 2022.

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 5. Market for Registrant’s Common Equity