Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market
for Common Equity
Our
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. See “ Recent
Developments—Business—Nasdaq Notice ” in Item 7 below for more information.
Holders
As
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
214 holders of record and we believe our shares of common stock are held by significantly more beneficial owners.
Dividends
Common
Stock
We
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.
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.
As
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
Stock). Furthermore, our common stock is junior to the Series B Convertible Preferred Stock with respect to dividends.
Series
B Convertible Preferred Stock
The
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.
The
Series B Convertible Preferred Stock accrues dividends at a rate of 8% per annum based on the $3.00 per share stated value. Dividends
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. Dividends
are payable at our election in any combination of shares of Series B Convertible Preferred Stock, cash or shares of our common stock.
During
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.
During
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 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.
Subsequent
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, 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).
Recent
Sales of Unregistered Securities
Except
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.
Item
6. [Reserved]
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