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Item 5. Market for Registrant’s Common Equity

2025-03-24 compared with 2024-03-25 · 44 added, 38 removed, 28 unchanged (75% of the section changed)

1 unchanged sentence

for Common Equity

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 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.

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 January 23, 2025, the Company received a notice from the Listing

Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business days (through January 22, 2025), the closing

bid price of the Company’s 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 July 22, 2025) to regain compliance.

The Series Z Warrants expire by their terms on April 30, 2025.

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

of March 20, 2025, there were 16,787,173 shares of our common stock outstanding.

2 unchanged sentences

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

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

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.

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.

Any 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 relevant.

long as the Series C Convertible Preferred Stock or the September 2022 Senior Convertible Note (see “ Liquidity and

Capital Resources ” in Item 7 below) is 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 holders thereof (other than

as required by the Series B Convertible Preferred Stock).

Furthermore, our common stock is junior to the Series B Convertible Preferred

Stock and the Series C Convertible Preferred Stock with respect to dividends.

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

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.

5 unchanged sentences

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

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, 2024, the Company’s board of directors declared an aggregate of approximately $323,000 of Series B Convertible

10 unchanged sentences

by the issue of an additional aggregate 99,454 shares of Series B Convertible Preferred Stock.

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.

to December 31, 2024, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend, earned as of December

31, 2024, of $85,000, to be settled by the issue of 28,270 additional shares of Series B Convertible Preferred Stock.

C Convertible Preferred Stock

to December 31, 2024, on January 17, 2025, the Company issued 25,000 of Series C Convertible Preferred Stock.

Each share of Series C

Preferred Stock has a stated value of $1,000, and entitles the holder thereof to a preferred dividend at a rate of 7.875% per annum,

payable quarterly in arrears.

Dividends on each share of Series C Convertible Preferred Stock may be settled in shares of the Company’s

common stock (subject to satisfaction of certain equity-related conditions) or by capitalizing the dividend by increasing the stated

value of such share.

Sales of Unregistered Securities

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, 2023.

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 equity securities registered under Section 12 of the Exchange Act during the fiscal year ended December 31,

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