PAVmed Inc. Files Definitive Proxy Statement

TL;DR

PAVmed filed its proxy statement, shareholders get to vote on company stuff.

AI Summary

PAVmed Inc. filed its definitive proxy statement (DEF 14A) on December 6, 2024, for its fiscal year ending December 31, 2024. The filing, which is not subject to a filing fee, outlines information for shareholders regarding company matters. The company's principal executive offices are located at 360 Madison Avenue, New York, NY.

Why It Matters

This filing provides shareholders with essential information for upcoming votes and decisions, ensuring transparency and participation in corporate governance.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) and does not contain new financial or operational information that would inherently increase risk.

Key Numbers

• 20241206 — Filing Date (Date the definitive proxy statement was filed with the SEC.)
• 1231 — Fiscal Year End (The company's fiscal year concludes on December 31st.)

Key Players & Entities

• PAVmed Inc. (company) — Registrant
• 360 Madison Avenue, 25th Floor, New York, NY 10017 (location) — Business and Mail Address
• 1934 Act (regulation) — SEC Act

FAQ

Key Financial Figures

• $22,347,543.00 — Agreement provides for the exchange of $22,347,543.00 in principal amount of the Convertible
• $1.068 — r the Convertible Note will be reset to $1.068. The maturity date will be extended t
• $8.0 million — t of our available cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the
• $75 million — alization shall at no time be less than $75 million (the " Financial Tests "). 6 Stockh
• $0.85 — er share of Lucid common stock equal to $0.85 per share (as adjusted for stock splits

Filing Documents

• formdef14a.htm (DEF 14A) — 316KB
• formdef14a_001.jpg (GRAPHIC) — 13KB
• proxy_001.jpg (GRAPHIC) — 547KB
• proxy_002.jpg (GRAPHIC) — 326KB
• 0001493152-24-049070.txt ( ) — 1536KB

From the Filing

DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 PAVMED INC. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: PAVMED INC. 360 Madison Avenue, 25 th Floor New York, New York 10017 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 15, 2025 To the Stockholders of PAVmed Inc.: NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “ Special Meeting ”) of PAVmed Inc., a Delaware corporation (the “ Company ”), will be held on January 15, 2025 at 10:00 a.m., Eastern time. The Special Meeting will be a virtual meeting. You will be able to attend and participate in the Special Meeting online by visiting https://www.cstproxy.com/pavmed/sm2024. Please see the “ Questions and Answers ” in the accompanying proxy statement for more details. The Special Meeting is being held for the following purposes: 1. The Stock Issuance Proposals . To approve, for the purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC (“ Nasdaq ”): a. Debt Exchange Proposal . The issuance of shares of the Company’s common stock upon conversion of the Series C Convertible Preferred Stock (the “ Series C Preferred Stock ”) of the Company pursuant to the Certificate of Designations for such Series C Preferred Stock (the “ Certificate of Designations ”), which shares of Series C Preferred Stock are to be issued by the Company under the Exchange Agreement, dated as of November 15, 2024 (the “ Debt Exchange Agreement ”). b. Securities Purchase Proposal . The issuance of shares of the Company’s common stock upon conversion of the Series C Preferred Stock of the Company pursuant to the Certificate of Designations, which shares of Series C Preferred Stock are to be issued by the Company under the Securities Purchase Agreement, dated as of November 20, 2024 (the “ Securities Purchase Agreement ”). 2. The Authorized Capital Proposal . To approve an amendment to the Company’s certificate of incorporation, as amended (the “ Certificate of Incorporation ”), to increase the total number of shares of common stock the Company is authorized to issue by 200,000,000 shares, from 50,000,000 shares to 250,000,000 shares. 3. The Adjournment Proposal . To approve the adjournment of the Special Meeting to the extent there are insufficient votes at the Special Meeting to approve the foregoing proposals. The Board has set the close of business on November 25, 2024 as the record date for the determination of stockholders who will be entitled to notice of and to vote at the Special Meeting (the “ record date ”). The list of stockholders entitled to vote at the Special Meeting will be available for inspection at the Company’s headquarters at least ten days before the Special Meeting. Your vote is important no matter how many shares you own. Whether or not you expect to attend the meeting virtually, please submit a proxy electronically by Internet by following the instructions in these proxy materials or complete, sign and date the accompanying proxy card and return it promptly in the enclosed postage paid reply envelope. Your prompt response is necessary to ensure that your shares are represented at the meeting. You can change your vote and revoke your proxy at any time before the meeting by following the procedures described in the accompanying proxy state

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View this DEF 14A filing on SEC EDGAR