What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-25 compared with 2023-03-14 · 42 added, 22 removed, 24 unchanged (73% of the section changed)

2 unchanged sentences

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.

Capital Market under the symbol “PAVMZ.” On March 7, 2024, the Company received a notice from the Nasdaq Listing Qualifications

Department stating that, for the preceding 30 consecutive business days (through March 6, 2024), the market value of the Company’s

listed securities had been below the minimum of $35 million required for continued inclusion on the Nasdaq Capital Market under Nasdaq

Listing Rule 5550(b)(2).

The notification letter stated that the Company would be afforded 180 calendar days (until September 3, 2024)

to regain compliance.

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

of March 21, 2024, there were 9,172,331 shares of our common stock outstanding.

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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.

future decisions regarding cash dividends will be made by our board of directors.

We do not anticipate paying cash 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 cash dividends.

Even if our board of directors

decides to pay cash 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

long as the Senior Convertible Notes (see “ Liquidity and Capital Resources ” in Item 7 below) are outstanding, we may

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

We have paid one in-kind dividend on our common stock to date.

On February 15, 2024, we distributed by special dividend

to our stockholders 3,331,747 shares of Lucid common stock held by us.

On such date, each of our stockholders as of the January 15, 2024

record date received a stock dividend of approximately 38 shares of Lucid common stock for every 100 shares of PAVmed common stock they

held as of such date.

Our board of directors has no present intention to pay any further in-kind dividends.

B Convertible Preferred Stock

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 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, every fifteen shares of Series B Convertible Preferred Stock is convertible into one whole share of our

common stock .

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

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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

the period ended December 31, 2022 at each of the respective holders’ election, a total of 45 shares of Series B Convertible Preferred

Stock were converted into 3 shares of common stock of PAVmed Inc, adjusted for the 1-for-15 reverse stock split effective December 7,

2023, as disclosed in Note 3, Summary of Significant Accounting Policies .

There were no Series B Convertible Preferred Stock converted

during the year ended December 31, 2023.

the year ended December 31, 2023, the Company’s board of directors declared an aggregate of approximately $298 of Series B Convertible

Preferred Stock dividends, earned as of December 31, 2022;

March 31, 2023;

June 30, 2023;

and September 30, 2023, which have been settled

by the issue of an additional aggregate 99,454 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

the year 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.

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).

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

earned as of December 31, 2023, of $78, to be settled by the issue of 26,123 additional shares of Series B Convertible Preferred Stock.

Sales of Unregistered Securities

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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