PAVmed Inc. (PAVM) Earnings Call Transcript & Summary

I call the 2020 Annual Meeting of Shareholders of PAVmed Inc. to order. I am Lishan Aklog, Chairman and Chief Executive Officer of the company. With me today is Dennis McGrath, our Chief Financial Officer; as well as members of our Board of Directors. Also present are representatives from Marcum LLP, our independent registered public accounting firm; and Eric Schwartz of Graubard Miller, our General Counsel. Eric will act as Secretary of the meeting. As you all know, due to the COVID-19 pandemic, we're holding our annual meeting this afternoon via live webcast. To help the meeting run smoothly, I will review a couple of housekeeping items before we begin. First, until the polls are closed towards the end of the meeting, you will have the opportunity to vote through the webcast platform. If you wish to vote, simply click on the voting link and follow the instructions. Voting through the webcast platform will revoke any previously delivered proxy. Second, during the meeting, you will have the opportunity to submit questions to management and our auditors. [Operator Instructions] We will review these questions. And if appropriate, we'll answer them during the Q&A section towards the end of the meeting. With those matters addressed, we will now proceed to the substantive portion of the meeting. I hereby appoint Isaac Kagan, a representative of our transfer agent, Continental Stock Transfer & Trust Company, as the inspector of this meeting and to execute his oath of office. Eric, please present the affidavit of mailing.

I present the affidavits sworn to by a representative of Continental Stock Transfer & Trust Company showing that notice of the annual meeting and the proxy statement were mailed on or about June 11, 2020, to all stockholders of record at the close of business on June 3, 2020.

I order the affidavit to be filed in a minute book immediately following the minutes of this meeting.

I also present the list of stockholders of record as of the close of business on June 3, 2020, as certified by Continental Stock Transfer & Trust Company.

Will the inspector please report on the number of shares eligible to vote, the number present and the presence of a quorum?

As of the close of business on June 3, 2020, there were 47,462,759 shares of common stock outstanding and eligible to vote. More than 50% of such shares are represented at this meeting by proxy or in person.

Legal notice of the meeting having been given and a quorum being present, the meeting is regularly and lawfully convened and ready to transact business. The polls are now open. The first item of business is to elect 2 members of our Board of Directors as Class A directors. Ronald Sparks and David Battleman are nominated by management for reelection as Class A directors to hold office until their term expires in 2023 and their respective successors have been elected and qualified. Do we have a motion?

So moved.

I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.

Based on the preliminary vote tallies, a plurality of shares were voted for Ronald Sparks and David Battleman, which is sufficient to elect them as directors.

The second item of business is divided into 2 parts. The first part is the proposal to approve the issuance of shares of common stock to Alto Opportunity Master fund, SPC, Segregated Master Portfolio B; and Alto Opportunity Master Fund, SPC, Segregated Master Portfolio C under the senior secured convertible notes issued in November 2019. This approval is for the purposes of Listing Rule 5635 of the NASDAQ stock market. The proposal is more fully described in the proxy statement. Do we have a motion?

So moved.

I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results of this matter.

Based on the preliminary vote tallies, more than 50% of the shares present and entitled to vote were voted in favor of the proposal, which is sufficient for its approval.

The second part of this item of business is a proposal to approve the issuance of shares of the company's common stock to Alto Opportunity Master Fund, SPC, Segregated Master Portfolio B under the senior convertible notes issued by the company in April 2020. This approval also was for the purposes of Listing Rule 5635 of the NASDAQ stock market. The proposal is more fully described in the proxy statement. Do we have a motion?

So moved.

I second the motion. Management has voted on behalf of the stockholders who have submitted proxy in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.

Based on the preliminary vote tallies, more than 50% of the shares present and entitled to vote were voted in favor of the proposal, which is sufficient for its approval.

The third item of business is a proposal to approve an amendment to our certificate of incorporation to increase the total number of shares of common stock we authorize to issue by 50 million shares, from 100 million shares to 150 million shares, as more fully described in the proxy statement. Do we have a motion?