Common Stock and Common Stock Purchase Warrants

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Common Stock and Common Stock Purchase Warrants

Note 16 — Common Stock and Common Stock Purchase Warrants

Common Stock

The Company is authorized to issue up to 150 million shares of its common stock, par value of $0.001 per share. There were 86,367,845 and 63,819,935 shares of common stock issued and outstanding as of December 31, 2021 and December 31, 2020, respectively.

Year Ended December 31, 2021

● On January 5, 2021, a total of 6,000,000 shares of common stock of the Company were issued for gross proceeds of approximately $13,434, before a placement agent fee and expenses of approximately $951, and offering costs incurred by the Company of approximately $71. 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).

● On February 23, 2021, a total of 9,782,609 shares of common stock of the Company were issued for proceeds of approximately $41,566, before offering costs incurred by the Company of approximately $290. 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).

● 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 13, Debt.

● During the year ended December 31, 2021, 210,448 shares of common stock of the Company were issued upon conversion of the same number of shares of Series B Convertible Preferred Stock. See Note 15, Preferred Stock, for a discussion of the Series B Convertible Preferred Stock.

● During the year ended December 31, 2021, an aggregate of 4,881,429 shares of common stock of the Company were issued upon exercise of common stock purchase warrants, including 4,877,484 with respect to Series Z Warrants; and 3,945 with respect to Series W Warrants.

● During the year ended December 31, 2021, 621,164 shares of common stock of the Company were issued upon exercise of stock options for cash of approximately $980. See Note 14, Stock-Based Compensation, for a discussion of the PAVmed Inc. 2014 Equity Plan.

● During the year ended, the PAVmed Inc. Employee Stock Purchase Plan purchased 234,592 shares of common stock of the Company. See Note 14, Stock-Based Compensation, for a discussion of the PAVmed Inc. Employee Stock Purchase Plan.

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 12, 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 14, Stock-Based Compensation.

Note 16 — Common Stock and Common Stock Purchase Warrants - continued

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
	December 31, 2021		Weighted Average Exercise Price / Share		December 31, 2020		Weighted Average Exercise Price / Share		Expiration Date
Series Z Warrants		11,937,455	$	1.60		16,814,939	$	1.60	April 2024
UPO - Series Z Warrants		—	$	—		53,000	$	1.60	January 2021
Series W Warrants		377,873	$	5.00		381,818	$	5.00	January 2022
Total		12,315,328	$	1.70		17,249,757	$	1.68

During the year ended December 31, 2021, a total of 4,877,484 Series Z Warrants were exercised for cash at $1.60 per share, resulting in the issue of the same number of shares of common stock of the Company.

During the year ended December 31, 2021, a total of 3,945 Series W Warrants were exercised for cash at $5.00 per share, resulting in the issue of the same number of shares of common stock of the Company. Subsequent to December 31, 2021, the 377,873 Series W Warrants issued and outstanding as of December 31, 2021, expired unexercised as of January 29, 2022.

The Unit Purchase Options (UPO) expired unexercised as of January 29, 2021.

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.