PAVMED INC. holders report beneficial ownership totaling 709,069 shares (9.99%). The filing states the 709,069 shares include 49 shares, 500,000 Restricted Common Stock and 209,020 shares issuable upon exercise of warrants and conversion of notes. Percentages use 6,383,089 shares outstanding as of March 27, 2026. Holdings are reported as of March 31, 2026 and the issuable shares are subject to a 9.99% beneficial ownership blocker.
Positive
None.
Negative
None.
Insights
Large holder reports a near-10% position with derivative exposure.
The filing shows 709,069 shares attributed to the Reporting Persons, comprised of 49 issued shares, 500,000 restricted shares, and 209,020 issuable shares from warrants and notes. The percentage is calculated using 6,383,089 shares outstanding as of March 27, 2026.
Timing and conversion mechanics determine potential future voting or sale activity; the excerpt notes a 9.99% beneficial ownership blocker on the issuable shares, and further disclosures would specify conversion triggers and exercise rights.
Reporting structure ties a Cayman fund, a U.S. manager, and its managing member.
The filing explains the Fund holds the shares, Ayrton Capital LLC is Investment Manager, and Waqas Khatri is managing member; all three are named Reporting Persons with identical share counts. Sole voting and dispositive power are reported at 709,069 shares for each Reporting Person.
These attributions affect disclosure and control analysis; future Form 4s or amendments would clarify any changes in voting/disposition or exercises that alter ownership percentages.
Key Figures
Beneficial ownership:709,069 sharesPercent of class:9.99%Restricted Common Stock:500,000 shares+3 more
6 metrics
Beneficial ownership709,069 sharesTotal reported holdings as of March 31, 2026
Percent of class9.99%Calculated using 6,383,089 shares outstanding as of March 27, 2026
Restricted Common Stock500,000 sharesRestricted shares held by the Reporting Persons
Issuable on exercise/conversion209,020 sharesShares issuable upon exercise of Warrants and conversion of Notes
Shares outstanding6,383,089 sharesShares outstanding used for percentage calculation as of March 27, 2026
Issued shares reported49 sharesIssued common shares held by the Reporting Persons
Key Terms
Restricted Common Stock, Warrants, beneficial ownership blocker, Schedule 13G/A
4 terms
Restricted Common Stockfinancial
"500,000 shares of Restricted Common Stock held by the Reporting Persons"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
Warrantsfinancial
"209,020 shares of Common Stock issuable on the exercise of certain warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
beneficial ownership blockerregulatory
"issuable shares of Common Stock related to the exercise of the Warrants ... are both subject to a 9.99% beneficial ownership blocker"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
Schedule 13G/Aregulatory
"Item 1. Name of issuer: PAVMED INC. ... (Amendment No. 1 )"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Ayrton Capital reports beneficial ownership of 709,069 shares, representing 9.99% of the class using 6,383,089 shares outstanding as of March 27, 2026. The total includes restricted shares and issuable shares from warrants and notes.
How is the 709,069-share total composed for PAVM?
The 709,069 total comprises 49 issued shares, 500,000 Restricted Common Stock, and 209,020 shares issuable upon exercise of warrants and conversion of convertible notes, as reported in the filing.
What is the meaning of the 9.99% beneficial ownership blocker in this filing?
The filing states the shares issuable from the Warrants and Notes are subject to a 9.99% beneficial ownership blocker, which limits constructive ownership calculations at that threshold per the disclosed terms in the filing.
Which entities and individuals are the Reporting Persons in this Schedule 13G/A?
The Reporting Persons are Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the Fund), and Waqas Khatri, who serves as managing member of the Investment Manager, per the filing.
What outstanding share count did the filing use to calculate percentages?
Percentages are based on 6,383,089 shares of Common Stock outstanding as of March 27, 2026, a figure cited in the issuer's 10-K and used in this Schedule 13G/A to compute the 9.99% holdings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
PAVMED INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
70387R502
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
70387R502
1
Names of Reporting Persons
Ayrton Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
709,069.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
709,069.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
709,069.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
70387R502
1
Names of Reporting Persons
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
709,069.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
709,069.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
709,069.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
70387R502
1
Names of Reporting Persons
Waqas Khatri
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
709,069.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
709,069.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
709,069.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PAVMED INC.
(b)
Address of issuer's principal executive offices:
360 Madison Avenue, 25th Floor New York, NY, 10017
Item 2.
(a)
Name of person filing:
(i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)
Address or principal business office or, if none, residence:
(i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)
Citizenship:
(i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
70387R502
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Ayrton Capital LLC: 709,069; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 709,069; and (iii) Waqas Khatri: 709,069. Represents (i) 49 shares of Common Stock held by the Reporting Persons; (ii) 500,000 shares of Restricted Common Stock held by the Reporting Persons; and (iii) 209,020 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") and conversion of certain convertible notes (the "Notes") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants and conversion of the Notes are both subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of PAVMED INC. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)
Percent of class:
The percentages below are based on (i) 6,383,089 shares of Common Stock of the Issuer that were outstanding as of March 27, 2026; (ii) 500,000 shares of Restricted Common Stock held by the Reporting Persons; and (iii) 209,020 shares of Common Stock issuable on the exercise of the Warrants, and conversion of the Notes held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's 10-K filed on March 27, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of March 31, 2026. (i) Ayrton Capital LLC: 9.99%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 9.99%; and (iii) Waqas Khatri: 9.99%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Ayrton Capital LLC: 709,069; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 709,069; and (iii) Waqas Khatri: 709,069
(ii) Shared power to vote or to direct the vote:
(i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
(iii) Sole power to dispose or to direct the disposition of:
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ayrton Capital LLC
Signature:
/s/ Waqas Khatri
Name/Title:
Waqas Khatri / Managing Member
Date:
05/11/2026
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
