PAVmed Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On March 11, 2025, the Company approved the issuance of 75,000 shares of the Company’s common stock to an investor relations firm it had engaged, in consideration of services to be rendered thereby. The offer and sale of these shares of common stock is 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 a transaction not involving a public offering. Except as discussed above and as previously disclosed in our current reports on Form 8-K filed prior to the date of this Form 10-Q and in Note 12, Preferred Stock , to our accompanying unaudited condensed consolidated financial statements, we did not sell any unregistered securities or repurchase any of our securities during the three months ended March 31, 2025. The offers and sales disclosed in Note 12, Preferred Stock , to our accompanying unaudited condensed consolidated financial statements 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. 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.