What changed in this filing

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Item 3. Legal Proceedings

2024-03-25 compared with 2023-03-14 · 3 added, 61 removed, 8 unchanged (89% of the section changed)

Legal Proceedings

Note 12, Commitment and Contingencies - Legal Proceedings , of the consolidated financial statements included in this Annual Report,

for a description of certain material legal proceedings involving the Company, which description is incorporated herein by reference.

Court of Chancery Complaint

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 PAVmed Inc.

2014 Long-Term Incentive Equity Plan

and the PAVmed Inc.

Employee Stock Purchase Plan).

The relief sought under the complaint included 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 reached agreement on a Settlement Term Sheet

Agreement, dated January 28, 2021, to settle the complaint, the terms of which did not contemplate payment of monetary damages to the

putative class in the proceeding.

In connection with the foregoing, on August 3, 2022, the parties agreed that plaintiff’s counsel

would not seek an award from the Court in excess of $450,000, to be paid by the Company, upon Court approval, as compensation for the

benefits conferred by the settlement, and the Company would not object to an award of up to such maximum amount.

The settlement and a

plaintiff’s fee award of $450,000 were approved by the Court on November 3, 2022, with such award having been subsequently paid

by the Company in December 2022.

Investments, Inc.

/ Benchmark Investments LLC

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 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 a successor to 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.

In November 2022, the Company filed its answer to such complaint and asserted certain counterclaims

against Kingswood Capital Markets, including for fraudulent inducement and breach of contract.

The Company disagrees with the allegations

made by Kingswood Capital Markets set forth in the complaint and intends to vigorously contest the complaint.

On February 13, 2023, the

Company entered into a settlement agreement (the “Settlement Agreement”) with EF Hutton, a division of Benchmark Investments,

LLC (f/k/a Kingswood Capital Markets, a division of Benchmark Investments, Inc.) (“EF Hutton”) and Benchmark Investments,

LLC (f/k/a Benchmark Investments, Inc.).

Under the Settlement Agreement, the Company agreed to pay EF Hutton $450,000 in full and final

satisfaction of all claims and disputes the parties made or could have made against one another arising out of or relating in any way

to the above described actions.

The Settlement Agreement also included a mutual release and certain other covenants that are customary

for agreements of this nature.

On February 17, 2023, the Company wired the settlement payment to EF Hutton.

On that same date, the parties

filed a stipulation of discontinuance, ending the action and resolving the dispute.

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.

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

actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time.

The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company.

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

6 unchanged sentences

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