Common Stock and Common Stock Purchase Warrants

3 Months Ended

Mar. 31, 2023

Common Stock And Common Stock Purchase Warrants

Common Stock and Common Stock Purchase Warrants

Note 14 — Common Stock and Common Stock Purchase Warrants

Common Stock

On December 29, 2022, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business days (through December 28, 2022), the closing bid price of the Company’s common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would be afforded 180 calendar days (until June 27, 2023) to regain compliance. In order to regain compliance, the closing bid price of the Company’s common stock must be at least $1 for a minimum of ten consecutive business days. During the special meeting (“Special Meeting”) of shareholders held on March 31, 2023, the shareholders approved a proposal to amend the Company’s Certificate of Incorporation, to effect, at any time prior to the one-year anniversary date of the Special Meeting, (i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging from 1-for-5 to 1-for-15, to be determined by the board of directors of the Company in its sole discretion, and (ii) an associated reduction in the number of shares of common stock the Company is authorized to issue, from 250,000,000 shares to 50,000,000 shares. If the Company’s board of directors authorizes the Company to consummate the reverse stock split, the Company anticipates it will regain compliance with the Nasdaq requirements for continued listing through such transaction.

During the three months ended March 31, 2023 a total of 573,229 shares of common stock of the Company were issued under the PAVmed ESPP. See Note 12, Stock-Based Compensation, for a discussion of each of the PAVmed 2014 Equity Plan and the PAVmed ESPP.

In the three months ended March 31, 2023, 4,330,643 shares of the Company’s common stock were issued upon conversion, at the election of the holder, of the April 2022 Senior Convertible Note, for $1,501 face value principal repayments, as discussed in Note 11, Debt.

In the three months ended March 31, 2023, the Company sold 1,081,997 shares through their at-the-market equity facility for net proceeds of approximately $557, after payment of 3% commissions. Subsequent to March 31, 2023, through May 11, 2023, the Company sold 878,634 shares through the at-the-market equity facility for net proceeds of approximately $444, after payment of 3% commissions.

Common Stock Purchase Warrants

As of March 31, 2023 and December 31, 2022, Series Z Warrants outstanding totaled 11,937,450 and 11,937,450, respectively. 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 April 30, 2024. There were no Series Z Warrants exercised during the three months ended March 31, 2023.