PAVmed Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers. |
The information disclosed under Item 5.07 is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 18, 2025, PAVmed Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). Stockholders representing approximately 77.2% of the shares outstanding and entitled to vote (including shares of the Company’s preferred stock, on an “as converted” to common stock basis subject to the limitations set forth in the applicable certificate of designations) were present in person or by proxy. At the Annual Meeting, the stockholders elected each of management’s nominees for director and approved the other matters considered. A description of the matters considered by the stockholders and a tally of the votes on each such matter are set forth below.
1. The election of two members of the Company’s board of directors (the “Board”) as Class C directors, to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. The Board is divided into three classes, Class A, Class B and Class C. As of the Annual Meeting, there were two directors in Class C, Lishan Aklog, M.D. and Michael J. Glennon, whose terms expired at the Annual Meeting, two directors in Class A, Ronald M. Sparks and Timothy Baxter, whose terms expire at the 2026 annual meeting of stockholders, and two directors in Class B, Sundeep Agrawal, M.D. and Debra J. White, whose terms expire at the 2027 annual meeting of stockholders. The board nominated Dr. Aklog and Mr. Glennon for re-election as Class C directors. Each of the board’s nominees for director was elected, as follows:
| Name | For | Authority Withheld | Broker Non-Votes | |||
| Lishan Aklog, M.D. | 7,153,661 | 2,077,858 | 5,323,902 | |||
| Michael J. Glennon | 7,224,432 | 2,007,087 | 5,323,902 |
2. A proposal to approve, for the purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC (“Nasdaq”), the issuance of shares of the Company’s common stock upon exercise of the pre-funded warrants to purchase common stock (the “Pre-Funded Warrants”) sold by the Company in a private offering (the “Private Placement”) in February 2025. Pursuant to the rules of Nasdaq, the shares of common stock issued in the Private Placement were not entitled to vote on the Stock Issuance Proposal. The issuance was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 4,653,595 | 293,887 | 1,709,687 | 5,323,902 |
A more complete description of the Pre-Funded Warrants and the Private Placement is set forth under “The Stock Issuance Proposal” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025 (the “Definitive Proxy Statement”), which description is incorporated herein by reference. The description of the Pre-Funded Warrants and the Private Placement from the Definitive Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the related agreements, which are included as exhibits to the Quarterly Report on Form 10-Q filed by the Company on May 15, 2025 and are incorporated herein by reference.
| 2 |
3. A proposal to approve an amendment to the Company’s 2014 Long-Term Incentive Equity Plan (the “2014 Plan”) to increase the total number of shares of the Company’s common stock available under the 2014 Plan by an additional 2,500,000 shares, from 2,412,140 shares to 4,912,140 shares. The amendment was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 6,356,699 | 1,165,569 | 1,709,251 | 5,323,902 |
A more complete description of the 2014 Plan, as amended, is set forth under “The 2014 Plan Proposal” in the Definitive Proxy Statement, which description is incorporated herein by reference. The description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 Plan, which is included as Annex A to the Definitive Proxy Statement and is incorporated herein by reference.
4. A proposal to approve, on an advisory basis, the compensation of the Company’s principal executive officer and two highest-paid executive officers other than the principal executive officer as disclosed in the Definitive Proxy Statement. The compensation was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,114,007 | 379,014 | 1,738,498 | 5,323,902 |
5. A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered certified public accounting firm for the year ending December 31, 2025. The ratification of the appointment of Marcum LLP was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 14,215,004 | 314,828 | 25,589 | — |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Sixth Amended and Restated 2014 Long-Term Incentive Equity Plan (incorporated by reference to Annex A to the Supplement to the Definitive Proxy Statement dated May 9, 2025). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 18, 2025 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||
| 4 |