Stockholders' Equity, Common Stock Purchase Warrants, and Noncontrolling Interest

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Stockholders' Equity, Common Stock Purchase Warrants, and Noncontrolling Interest

Note 12 — Stockholders’ Equity, Common Stock Purchase Warrants, and Noncontrolling Interest

Common Stock

The Company is authorized to issue up to 150 million shares of its common stock, par value of $0.001 per share, inclusive of an increase of 50 million shares approved by the Company’s stockholders at their July 24, 2020 annual meeting. There were 63,819,935 and 40,478,861 shares of common stock issued and outstanding as of December 31, 2020 and December 31, 2019, respectively.

Year Ended December 31, 2020

● During 2020, a total of 10,647,500 shares of common stock of the Company were issued for gross proceeds of approximately $17,036, before a total placement agent fee and expenses of approximately $1,004, and total offering costs of approximately $100. The shares of common stock were issued in two registered direct offerings pursuant to a respective Prospectus Supplement dated December 11, 2020 and December 18, 2020, each with respect to the Company’s effective shelf registration statement on Form S-3 (File No. 333-248709).

●  In 2020, a total of 10,929,202 shares of common stock of the Company were issued upon partial conversions of each of the December 2018 Senior Convertible Note and the November 2019 Senior Convertible Notes, as discussed in Note 9, Outstanding Debt.

● In 2020, 306,555 shares of common stock were purchased by employees through participation in the PAVmed Inc. Employee Stock Purchase Plan, as discussed in Note 10, Stock-Based Compensation.

Subsequent to December 31, 2020, in January 2021, 667,668 shares of the Company’s common stock were issued upon conversion, at the election of the holder, of the November 2019 Senior Convertible Note remaining face value principal of approximately $956 along with approximately $7 of interest thereon, as discussed in Note 9, Outstanding Debt.

Subsequent to December 31, 2020, on January 5, 2021, a total of 6,000,000 shares of common stock of the Company were issued for gross proceeds of approximately $13,440, before a placement agent fee and expenses of approximately $951, and offering costs incurred by the Company of approximately $70. The shares of common stock were issued in a registered direct offering pursuant to a Prospectus Supplement dated January 5, 2021 with respect to the Company’s effective shelf registration statement on Form S-3 (File No. 333-248709).

Subsequent to December 31, 2020, on February 23, 2021, a total of 9,782,609 shares of common stock of the Company were issued for proceeds of approximately $41,626, before underwriter expenses of approximately $50, and offering costs incurred by the Company of approximately $360. The shares of common stock were issued in an underwritten registered offering pursuant to a final Prospectus Supplement dated February 23, 2021, with respect to the Company’s effective shelf registration statement on Form S-3 (File No. 333-248709 and File No. 333-253384).

Subsequent to December 31, 2020, as of March 12, 2021, a total of 773,842 Series Z Warrants were exercised for cash at a $1.60 per share of common stock of the Company, resulting in the issue of a corresponding number of shares of common stock of the Company. The Series Z Warrants are discussed herein below.

Year Ended December 31, 2019

● During 2019, a total of 5,480,000 shares of common stock of the Company were issued for gross proceeds of approximately $5,480, before placement agent fees and expenses of approximately $67, and total offering costs of $34. The shares of common stock were issued in three registered direct offerings pursuant to respective Prospectus Supplement dated April 12, 2019, May 8, 2019, and June 25, 2019, each with respect to the Company’s effective shelf registration statement on Form S-3 (File No. 333-220549).

●  In 2019, a total of 7,773,110 shares of common stock of the Company were issued upon conversions of the December 2018 Senior Convertible Note, as discussed in Note 9, Outstanding Debt.

● In 2019, 82,772 shares of common stock were purchase by employees through participation in the PAVmed Inc. Employee Stock Purchase Plan, as discussed in Note 10, Stock-Based Compensation.

Common Stock Purchase Warrants

The common stock purchase warrants (classified in permanent equity) outstanding as of the dates indicated are as follows:

	Common Stock Purchase Warrants Issued and Outstanding at
			Weighted				Weighted
	December 31,		Average Exercise		December 31,		Average Exercise		Expiration
	2020		Price /Share		2019		Price/Share		Date
Series Z Warrants		16,814,939	$	1.60		16,815,039	$	1.60		April 2024
UPO - Series Z Warrants		53,000	$	1.60		53,000	$	1.60		January 2022
Series W Warrants		381,818	$	5.00		381,818	$	5.00		January 2022
Series S Warrants		—	$	—		1,199,383	$	0.01		June 2032
Total		17,249,757	$	1.68		18,449,240	$	1.57

In the year ended December 31, 2020, 1,199,383 Series S Warrants and 100 Series Z Warrants were exercised for cash at their respective exercise price per share, resulting in the issue of a corresponding number of shares of common stock of the Company. Additionally, subsequent to December 31, 2020, as of March 12, 2021, a total of 773,842 Series Z Warrants were exercised for cash at their exercise price per share, resulting in the issue of a corresponding number of shares of common stock of the Company.

Series Z Warrants

A Series Z Warrant is exercisable to purchase one share of common stock of the Company at an exercise price of $1.60 per share, and expire after the close of business on April 30, 2024, if not earlier redeemed by the Company, as discussed below. The Series Z Warrant exercise price is not subject-to adjustment, unless by action of the PAVmed Inc. board of directors, or the effect of stock dividends, stock splits or similar events affecting the common stock of the Company. Under no circumstances will the Company be required to net cash settle the Series Z Warrants, nor to pay any liquidated damages in lieu of delivery of shares of common stock of the Company resulting from a failure to satisfy any obligations under the Series Z Warrant.

The Company may redeem the Series Z Warrants, at the Company’s option, in whole or in part, at a price of $0.01 per Series Z Warrant at any time while the Series Z Warrants are exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the volume weighted average closing price of the common stock of the Company equals or exceeds $9.00 (subject to adjustment) for any 20 out of 30 consecutive trading days ending three business days before the Company issues its notice of redemption, and provided the average daily trading volume in the common stock of the Company during such 30-day period is at least 20,000 shares per day; and if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such Series Z Warrants.

Series W Warrants

A Series W Warrant is exercisable to purchase one share of common stock of the Company at an exercise price of $5.00 per share, and expire after the close of business on January 29, 2022, if not earlier redeemed by the Company, as discussed below. The Series W Warrant exercise price is not subject-to adjustment, unless by action of the PAVmed Inc. board of directors, or the effect of stock dividends, stock splits or similar events affecting the common stock of the Company. Under no circumstances will the Company be required to net cash settle the Series W Warrants, nor to pay any liquidated damages in lieu of delivery of shares of common stock of the Company resulting from a failure to satisfy any obligations under the Series W Warrant.

The Company may redeem the Series W Warrants (other than those outstanding prior to the Company’s initial public offering (“IPO”) held by the Company’s management, founders, and members thereof, but including the warrants held by the initial investors), at the Company’s option, in whole or in part, at a price of $0.01 per warrant, at any time while the warrants are exercisable; upon a minimum of 30 days’ prior written notice of redemption; if, and only if, the volume weighted average price of the Company’s common stock equals or exceeds $10.00 (subject-to adjustment) for any 20 consecutive trading days ending three business days before the Company issues its notice of redemption, and provided the average daily trading volume in the stock is at least 20,000 shares per day; and, if, and only if, there is a current registration statement in effect with respect to the shares of common stock of the Company underlying such warrants. The right to exercise will be forfeited unless the Series W Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of an Series W Warrant will have no further rights except to receive the redemption price for such holder’s Series W Warrant upon its surrender.

Noncontrolling Interest (“NCI”)

The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is with respect to the Company’s majority-owned subsidiaries Lucid Diagnostics Inc. and Solys Diagnostics Inc., summarized for the periods indicated as follows:

	Year Ended December 31, 2020			Year Ended December 31, 2019
NCI - equity (deficit) - beginning of period	$	(814	)	$	(161	)
Minority Interest investment -Solys Diagnostics Inc.		—			889
Minority Interest share subscription receivable - Solys Diagnostics Inc.		—			(889	)
Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise		5			—
Net loss attributable to NCI - Lucid Diagnostics Inc.		(1,503	)		(801	)
Net loss attributable to NCI - Solys Diagnostics Inc.		(109	)		(10	)
Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan		52			158
NCI - equity (deficit) - end of period	$	(2,369	)	$	(814	)

Lucid Diagnostics Inc.

As of December 31, 2020 and 2019, there were 10,003,333 and 10,000,000 shares of common stock of Lucid Diagnostics Inc. issued and outstanding, respectively. PAVmed Inc. holds 8,187,499 shares of the common stock of Lucid Diagnostics Inc., as of December 31, 2020 and 2019, representing a majority equity ownership interest of 81.85% and 81.875%, respectively, and has a controlling financial interest. The minority equity ownership interest of the Lucid Diagnostics Inc. common stock includes: 943,464 shares held by CWRU, 289,679 shares held by each of the three individual physician inventors of the intellectual property underlying the CWRU License Agreement (as such license agreement is discussed in Note 3, Agreements Related to Acquired Intellectual Property Rights), as of December 31, 2020 and 2019; and 3,333 shares held by an unrelated third-party consultant as of December 31, 2020, upon the exercise for cash at $1.50 per share of a corresponding number of stock options issued under the Lucid Diagnostics Inc. 2018 Equity Plan in January 2020 (as such equity plan is discussed in Note 10, Stock-Based Compensation).

As of December 31, 2020 and 2019, Lucid Diagnostics Inc. is a consolidated majority-owned subsidiary of the Company, and a corresponding noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity in the consolidated balance sheet as of December 31, 2020 and 2019, along with the recognition of a net loss attributable to the NCI in the consolidated statement of operations in the year ended December 31, 2020 and 2019.

Solys Diagnostics Inc.

As of December 31, 2020 and 2019, there were 9,189,190 shares of common stock of Solys Diagnostics Inc. issued and outstanding, of which PAVmed Inc. holds a 90.3235% majority-interest ownership and has a controlling financial interest, with the remaining 9.6765% minority-interest ownership held by unrelated third parties. Accordingly, Solys Diagnostics Inc. is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity in the consolidated balance sheet as of December 31, 2020 and 2019, along with the recognition of a net loss attributable to the NCI in the consolidated statement of operations in the years ended December 31, 2020 and 2019.