PAVmed Inc. (PAVM) Earnings Call Transcript & Summary

I call the Annual Meeting of Stockholders of PAVmed Inc. to order. I am Lishan Aklog, MD, I'm the Chairman and Chief Executive Officer of the company. Also present are Dennis M. McGrath, our President and Chief Financial Officer; Ed Bechold and Olga Kobyakova from Marcum, our auditors; Eric Schwartz of Graubard Miller, our outside counsel; and Luis Ortiz of Continental Stock Transfer & Trust Company, our transfer agent. Eric will as secretary of the meeting. In addition, I hereby appoint Luis to act as the inspector of the meeting and request him to execute his oath of office. Eric, please attach the oath to the minutes of the meeting. As you all know, we're holding this meeting via live webcast to help the meeting run smoothly. Mr. McGrath will now review a couple of housekeeping items before we begin.

First, until the polls are closed towards the end of the meeting, you'll 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'll have the opportunity to submit questions to management and our auditors. [Operator Instructions] We will review the questions to management, and if appropriate, we'll respond to them after the meeting. Our auditors will review and respond to the questions directly to them. Third, those attending the meeting via the live webcast may also access a 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.

With those matters addressed, we will now proceed to the substantive portion of the meeting. Eric, please present the affidavit of mailing.

I present the affidavit sworn to by Robert Zubrycki of Continental Stock Transfer & Trust Company, showing that notice of the notice of -- showing that the notice of Internet availability of proxy materials was mailed on May 4, 2022, to all stockholders of record at the close of business on April 25, 2022.

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

Owners of record as of the close of business on April 25, 2022, 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 close of business on April 25, 2022, there were 87,961,646 shares of common stock were outstanding and eligible to vote. A majority of such shares are represented at this meeting by proxy or in person, which constitutes a quorum.

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 order of business is to elect 3 members of the Board as Class C directors to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. Management nominates myself, Lishan Aklog and Michael J. Glennon and Joan B. Harvey for reelection as Class C directors. 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 votes tallied, a plurality of shares has voted to select Dr. Aklog, Mr. Glennon and Ms. Harvey, which is sufficient to elect them as directors.

The second order of business is to consider and vote upon a proposal to approve, for the purposes of NASDAQ Rule 5635, the issuance of shares of the company's common stock under the senior secured convertible notes issued and issuable by the company pursuant to the securities purchase agreement dated on March 31, 2022. The transaction and the proposal are 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 on this matter.

Based on the preliminary votes tallied, more than 50% of the shares present and entitled to vote on such matter voted or voted in favor of the proposal, which is sufficient for its approval.

The third order of business is to consider and vote upon a proposal to approve an amendment to the company's Certificate of Incorporation to increase the total number of shares of common stock the company is authorized to issue by 100,000 -- sorry, 100 million shares from 150 million shares to 250 million shares. 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 matters through the webcast platform. Inspector, please announce the preliminary results on this matter.

Based on the preliminary votes tallied, more than 50% of the outstanding shares were voted in favor of the proposal, which is sufficient for its approval.

The fourth order of business is to consider and vote upon a proposal to approve, on an advisory basis, the compensation of the company's named executive officers as disclosed 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 on this matter.

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

The fifth order of business is to consider and vote upon a proposal to select, on an advisory basis, the frequency of future say on pay votes. 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 tallied, a plurality of the shares present and entitled to vote on such matter were voted in favor of 3 years, which is sufficient to select 3 years as the frequency of future say on pay votes.

The sixth order of business is to consider and vote upon a proposal to ratify the appointment of Marcum as the company's independent registered certified public accounting firm for the year ending December 31, 2022. 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 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 votes tallied, more than 50% of the shares present and entitled to vote on such matter 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 votes tallied, management's nominees have been elected as directors, a frequency of 3 years has been selected for future say on pay votes and other proposals presented at the meeting have been approved. The exact tally 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 be filed in the minute book immediately following the minutes of this meeting. Thank you all for your attendance at the meeting. [Operator Instructions] I now entertain a motion to adjourn the meeting.

So moved.

I second the motion. Meeting adjourned.