PAVmed Inc. (PAVM) Earnings Call Transcript & Summary

I call this special meeting of stockholders of PAVmed Inc. to order. I am Lishan Aklog, the Chairman and Chief Executive Officer of the company. Also present is Dennis McGrath, our Chief Financial Officer; Eric Schwartz of Graubard Miller, our General Counsel; and Isaac Kagan of Continental Stock Transfer & Trust Company, our transfer agent. Eric will act as the secretary of the meeting. As you all know, due to the COVID-19 pandemic, we're holding this special meeting via live webcast. To help the meeting run smoothly, Mr. McGrath will review a couple of housekeeping items before we begin.

First, until the polls are closed towards the end of the meeting, you'll have an 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'll have the opportunity to submit questions to management and our auditors. You may submit questions through the Questions pane in the webcast platform. We will review these questions, and if appropriate respond to them after the meeting. Third, those attending the meeting via the live webcast may also access the list of the certified stockholders of the company. The certified stockholder list can be accessed by clicking the link to the right of the text box for submitting questions. Lishan?

With those matters addressed, we will now proceed to the substantive portion of the meeting. I hereby appoint Isaac Kagan to act as the inspector of this meeting and request him to execute his oath of office. Eric, please present the affidavit of mailing.

I present the affidavit sworn to by a representative of Continental Stock Transfer & Trust Company, showing that notice of the special meeting and proxy statement was mailed on January 27, 2021, to all stockholders of record at the close of business on January 19, 2021.

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 January 19, 2021, as certified by Continental Stock Transfer & Trust Company.

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

71,904,269 shares of common stock were outstanding and eligible to vote as of January 19, 2021. 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 first item of business is divided into 2 parts. The first part 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 serial -- Senior Convertible Note issued by the company in April 2020, which vote is required by Nasdaq Rule 5635. This approval is for the purpose of Listing Rule 5635 of the Nasdaq Stock Market. The proposal is more fully described in the proxy statement. Do we have a motion?

Lishan, so moved. But for point of clarification, this note that we're voting on was also just recently paid. So that there's no confusion from our shareholders, but so moved.

With those matters addressed, we'll now proceed -- sorry. 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, 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 Alta Opportunity Master Fund, SPC, Segregated Master Portfolio B under the Senior Secured Convertible Note issued by the company in August 2020. This approval is also for the purposes of Listing Rule 5635 of the Nasdaq Stock Market. The proposal is more fully described in the proxy statement. Do you have a motion?

So moved. And Lishan, also for point of clarification, the same item that we're voting on has -- this note was recently paid this past week. So, 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, 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 item of business is a proposal to ratify and approve an amendment to our 2014 Long-Term Incentive Equity Plan to increase total number of shares of common stock available under the plan by an additional 2 million shares from 7,951,081 shares to 9,951,081 as more fully described in the proxy statement. Do we have a motion?

Lishan, 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, 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 last item of business is a proposal to ratify and improve an amendment to our Employee Stock Purchase Plan to increase the total number of shares authorized for employee purchase under the plan by 500,000 shares from 250,000 shares to 750,000 shares, as more fully described in the proxy statement. Are there any persons present who wish to cast a ballot or change their proxy cards? 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, 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 items of business to be considered at this meeting are now completed. The polls are now closed. Based on the preliminary vote tally, the proposals presented at the meeting have been approved. As such, the proposal to adjourn the meeting will not be presented. The exact tallies will be publicly disclosed after the meeting in our public filings with the SEC. Once the final tallies are completed, I order that the report of the inspector on be filed in the minute book immediately following the minutes of this meeting. All of the business to come before this meeting is now completed. I will entertain a motion to adjourn the meeting.

So moved.

I second the motion. Meeting adjourned. Thank you all for your attendance.