Pavmed SEC Filings

PAVmed Inc. filed its Q3 2025 10‑Q, reporting very limited operating revenue and a continued focus on restructuring its capital base while relying on related‑party service income. Revenue was $5 thousand for the quarter and $19 thousand year‑to‑date, reflecting the shift away from consolidated Lucid Diagnostics revenue and toward Veris Cancer Care Platform subscriptions.

The company posted a Q3 operating loss of $4.8 million and a net loss attributable to common stockholders of $6.3 million. Year‑to‑date net loss attributable to common stockholders was $1.9 million. Cash was $3.1 million and current liabilities included $6.9 million of Senior Secured Convertible Notes at fair value. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern, citing low revenues, operating losses, and liquidity needs.

Total assets were $38.1 million, including a $31.6 million equity‑method investment in Lucid Diagnostics measured at fair value. The quarter included a $4.4 million unrealized loss on that investment and $3.15 million of management fee income under the Lucid Management Services Agreement. Total stockholders’ equity was $22.5 million, aided by preferred equity activity and capital raises. Shares outstanding were 25,086,881 as of September 30, 2025 and 29,671,925 as of November 7, 2025.

PAVmed Inc. (PAVM) called a virtual special meeting for December 5, 2025 to seek stockholder approval for a reverse stock split and an accompanying reduction in authorized common shares. The Board proposes a reverse split at a ratio between 1-for-10 and 1-for-30, with the exact ratio set at its discretion, and to reduce authorized common stock from 250,000,000 to 25,000,000. The reverse split is conditioned on consent of the Series C Preferred holder and includes rounding up for fractional shares to the next whole share.

The Board cites two main reasons: regain Nasdaq minimum bid compliance (common stock must close at or above $1 for at least ten consecutive business days by the current deadline) and broaden potential investor interest. Risks noted include uncertain price impact, potential liquidity reduction, and continued listing risks even if compliance is temporarily regained.

As of the October 23, 2025 record date, 28,085,405 common shares were outstanding and 21,323 Series C Preferred shares were outstanding (convertible into an estimated 3,117,133 common shares, subject to limits). A separate proposal would permit adjournment to solicit more proxies if needed.

PAVmed Inc. filed a preliminary proxy for a special meeting on December 5, 2025 to seek approval for a reverse stock split and a reduction in authorized common shares.

The proposal authorizes a reverse split at a ratio between 1‑for‑10 and 1‑for‑30, with the exact ratio set later by the Board, and reduces authorized common stock from 250,000,000 to 25,000,000. Fractional shares will not be issued; any fraction will be rounded up to one whole share. The reverse split’s effectiveness is conditioned on obtaining consent from the holder of the Series C Preferred Stock.

The Board cites two goals: regaining Nasdaq minimum bid price compliance and potentially broadening investor access. As of October 15, 2025, 26,678,690 common shares were outstanding. The record date is October 23, 2025. Approval of the reverse split requires a majority of the outstanding capital stock and a separate majority of outstanding common stock. An adjournment proposal is also on the ballot to allow additional time to solicit votes if needed.

PAVmed Inc. director Ronald M. Sparks reported a grant of 150,000 restricted shares on 09/30/2025. The shares were issued at a price of $0 and carry a single vesting date of May 20, 2028. After the grant, the reporting person beneficially owns 215,000 shares in total. The restricted stock is subject to forfeiture if the required service period is not completed.

Debra White, a director of PAVmed Inc. (PAVM), was granted 150,000 shares of restricted common stock on 09/30/2025. The shares were issued at a price of $0 and, after the grant, Ms. White beneficially owns 215,000 shares. The restricted stock vests on May 20, 2028 and is subject to forfeiture if the required service period is not completed.

Timothy E. Baxter, a director of PAVmed Inc. (PAVM), received a grant of 150,000 restricted shares of common stock on 09/30/2025. After the grant, Mr. Baxter beneficially owned 215,000 shares in total. The restricted shares vest on a single date, May 20, 2028, and are subject to forfeiture if the required service period is not completed. The award was made under the company's Sixth Amended and Restated 2014 Long-Term Incentive Equity Plan and was reported on a Form 4.

Michael J. Glennon, a director of PAVmed Inc. (PAVM), was granted 150,000 restricted shares on 09/30/2025 under the issuer's Sixth Amended and Restated 2014 Long-Term Incentive Equity Plan at a reported price of $0. After the grant his total beneficial ownership is reported as 231,667 shares. The restricted shares vest on May 20, 2028 and are subject to forfeiture if the required service period is not completed. The Form 4 was signed by power of attorney on 10/02/2025.

Sundeep Agrawal, a director of PAVmed Inc. (PAVM), reported an acquisition of 150,000 shares of common stock on 09/30/2025 via restricted stock granted under the issuer's Sixth Amended and Restated 2014 Long-Term Incentive Equity Plan. The shares carry a single vesting date of May 20, 2028 and are subject to forfeiture if the required service period is not completed. Following the grant, the reporting person’s beneficial ownership is reported as 162,195 shares. The Form 4 was signed by power of attorney on 10/02/2025.

PAVmed Inc. (PAVM) reported a Form 4 showing that Michael A. Gordon, the company's General Counsel, was granted 150,000 shares of common stock on 09/30/2025. The award is restricted stock issued under the issuer's Sixth Amended and Restated 2014 Long-Term Incentive Equity Plan and carries a single vesting date of May 20, 2028. The shares have a reported acquisition price of $0 and are subject to forfeiture if the required service period is not completed. Following the grant, the reporting person beneficially owns 150,000 shares directly. The form is signed by the reporting person on 10/02/2025.