XML 31 R20.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Preferred Stock
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Preferred Stock

Note 12 — Preferred Stock

 

As of June 30, 2024 and December 31, 2023, there were 1,357,976 and 1,305,213 shares of PAVmed Series B Convertible Preferred Stock, classified in permanent equity, issued and outstanding, respectively.

 

PAVmed Series B Convertible Preferred Stock Dividends

 

The Series B Convertible Preferred Stock is issued pursuant to the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”), has a par value of $0.001 per share, no voting rights, a stated value of $3.00 per share, and was immediately convertible upon its issuance. At the holders’ election, fifteen shares of Series B Convertible Preferred Stock are currently convertible into one share of common stock of the Company, subject to further adjustment for the effect of future stock dividends, stock splits or similar events affecting the Company’s common stock. The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash settle the Series B Convertible Preferred Stock.

 

The PAVmed Inc. Series B Convertible Preferred Stock dividends are 8.0% per annum based on the $3.00 per share stated value of the Series B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors. Such dividends may be settled, at the discretion of the board of directors, through any combination of the issue of additional shares of Series B Convertible Preferred Stock, the issue shares of common stock of the Company, and /or cash payment.

 

PAVmed Series B Convertible Preferred Stock Dividends Earned

 

The Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed common stockholders for each of the respective corresponding periods presented in the accompanying unaudited condensed consolidated statement of operations, inclusive of $81 and $161 of such dividends earned in the three and six month periods ended June 30, 2024, respectively; and $75 and $149 of such dividends earned in the three and six month periods ended June 30, 2023, respectively.

 

PAVmed Series B Convertible Preferred Stock Dividends Declared

 

During the six months ended June 30, 2024, the Company’s board of directors declared an aggregate of approximately $158 of Series B Convertible Preferred Stock dividends, inclusive of $78 earned as of December 31, 2023; and $80 earned as of March 31, 2024, with such dividends settled by the issue of an aggregate 52,763 additional shares of Series B Convertible Preferred Stock, inclusive of 26,123 shares issued with respect to the dividends earned as of December 31, 2023; and 26,640 shares issued with respect to the dividends earned as of March 31, 2024.

 

During the six months ended June 30, 2023, the Company’s board of directors declared an aggregate of approximately $146 of Series B Convertible Preferred Stock dividends, inclusive of $72 earned as of December 31, 2022; and $74 earned as of March 31, 2023, with such dividends settled by the issue of an aggregate 48,738 additional shares of Series B Convertible Preferred Stock, inclusive of 24,128 shares issued with respect to the dividends earned as of December 31, 2022; and 24,610 shares issued with respect to the dividends earned as of March 31, 2023.

 

Subsequent to June 30, 2024, in August 2024, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend, earned as of June 30, 2024, of $81, to be settled by the issue of 27,173 additional shares of Series B Convertible Preferred Stock.

 

The PAVmed Series B Convertible Preferred Stock dividends are recognized as a dividend payable liability only upon the dividend being declared payable by the Company’s board of directors. Accordingly, the dividends declared payable subsequent to the date of the accompanying unaudited condensed consolidated balance sheet were not recognized as a dividend payable liability as the Company’s board of directors had not declared the dividends payable as of each such date.