PAVmed Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Series B Preferred Stock dividends described in Note 12, Preferred Stock , to our accompanying unaudited condensed consolidated financial statements (the terms of which preferred stock were previously disclosed in a current report filed prior to the date of this Form 10-Q) were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving public offerings. The shares of the Company’s common stock issued upon conversion of the Series C Preferred Stock described in Note 12, Preferred Stock , to our accompanying unaudited condensed consolidated financial statements (the terms of which preferred stock were previously disclosed in a current report filed prior to the date of this Form 10-Q), were exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof. Except as disclosed above and as previously disclosed in our current and periodic reports filed prior to the date of this Form 10-Q, we did not sell any unregistered securities or repurchase any of our securities during the three months ended September 30, 2025. See Part I, Item 2 under the caption “ Liquidity and Capital Resources ” for a description of limitations on the payment of dividends. Item 3. Defaults Upon Senior Securities The information set forth in Part I, Item 2 under the caption “ Liquidity and Capital Resources — Senior Secured Convertible Notes, ” relating to the waiver of the Company’s default under the Financial Tests set forth in the September 2022 Senior Convertible Note, is incorporated herein by reference.