PAVmed Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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 January 15, 2025, PAVmed Inc. (the “Company”) held a special meeting of stockholders (the “2025 Special Meeting”). Stockholders representing approximately 53.8% of the shares outstanding and entitled to vote were present in person or by proxy. At the 2025 Special Meeting, the stockholders approved all the matters considered. A description of the matters and a tally of the votes on each such matter are set forth below.
1. a. 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 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”). The approval of the issuance was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,478,845 | 458,509 | 22,972 | — |
b. A proposal to approve, for the purposes of Listing Rule 5635 of Nasdaq, 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”). The approval of the issuance was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,462,113 | 468,387 | 29,826 | — |
A fuller description of the transactions is set forth on pages 6 to 10 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 6, 2024 (the “Definitive Proxy Statement”), which description is incorporated herein by reference. The description of the transactions 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 Certificate of Designations, the Debt Exchange Agreement and the Securities Purchase Agreement, which are included as Exhibits 4.1, 10.1 and 10.2 to the Current Report on Form 8-K filed by the Company on November 21, 2024 and are incorporated herein by reference.
The Company expects to consummate the exchange of debt for Series C Preferred Stock pursuant to the Debt Exchange Agreement and the sale of Series C Preferred Stock pursuant to the Securities Purchase Agreement as promptly as practicable, and in any event prior to January 31, 2025.
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2. A 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. The amendment was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,227,061 | 719,044 | 14,221 | — |
A fuller description of the amendment to the Certificate of Incorporation is set forth on pages 11 to 12 of the Definitive Proxy Statement, which description is incorporated herein by reference. The description of the amendment to the Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is included as Exhibit 3.1 to this current report on Form 8-K and is incorporated herein by reference.
A certificate of amendment reflecting the amendment to the Certificate of Incorporation was filed with the Delaware Secretary of State on January 15, 2025 and became effective on such date.
Because each of the foregoing proposals was approved, the adjournment proposal was not presented.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation dated January 15, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: January 15, 2025 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||
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