PAVmed Inc. (PAVM) Earnings Call Transcript & Summary

I call the Special Meeting of stockholders of PAVmed Inc. to order. I am Lishan Aklog, the company's Chairman and Chief Executive Officer. Also present is Dennis McGrath, the company's Chief Financial Officer; Michael Gordon, the company's General Counsel; Eric Schwartz of Graubard Miller, Outside Counsel of the company; and Alwyn Burton of Continental Stock Transfer & Trust Company, the company's transfer agent. Eric will act as Secretary of the meeting. As you all know, we're holding the 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 will 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 to our auditors. You may submit questions through the questions pane in the webcast platform. We will review these questions, and if appropriate, we'll respond to them after the meeting. Third, during the meeting, you may view a list of stockholders of record as of the close of business on the record date, as certified by Continental Stock Transfer & Trust Company. Simply click on the corresponding link in the webcast platform.

With those matters addressed, we will now proceed to the substantive portion of the meeting. I hereby appoint Mr. Burton to act as the Inspector of this meeting and request him to execute his oath of office. Mr. Schwartz, 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 February 22, 2023 to all stockholders of record at the close of business on February 1, 2023.

I order the affidavit to be filed in the minute book immediately following the minutes of this meeting. Will the Inspector please report on the number of shares eligible to vote, the number present and the presence of a quorum?

Al, this is you.

Thank you. We show 97,641,415 shares of common stock were outstanding and eligible to vote as of February 1, 2023. More than 50% 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 polls are now open. The first and only item of business is to consider a proposal to amend the company's certificate of incorporation to affect at any time prior to the 1 year anniversary of this meeting the following 2 changes. First, the amendment will affect a reverse stock split of the company's common stock at a specific ratio ranging from 1-for-5 to 1-for-15 to be determined by the company's Board at its sole discretion. Second, the amendment will affect an associated reduction in the shares -- in the number of shares of common stock the company is authorized to issue from 250 million shares to 50 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 this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.

Al, that's you.

Mr. Burton?

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

Thank you, Mr. Burton. Because the proposal to amend the company's certificate of incorporation has been approved, the proposal to adjourn the meeting will now be presented after giving Mr. McGrath an opportunity to add some additional comments.

Lishan, there's more to your tally there.

According to the -- accordingly, the business to be considered at this meeting is now completed. The polls are now closed. The exact vote tally on the proposal to amend the company's certificate of incorporation will be publicly disclosed after the meeting in our public filings with the SEC. Once the final tally is completed, I order that the report of the Inspector be filed in the minute book immediately following the minutes of this meeting. I will now ask Mr. McGrath to end with some final comments.

I'd just like to remind you that the shareholder approval obtained at this meeting is nothing more than granting to the PAVmed Board of Directors the authorization, but not the obligation to institute a reverse stock split in a range of amounts, if needed, to maintain our Nasdaq compliance. The Board intends to continue to monitor the minimum bid circumstances, and we'll decide in the future whether it's appropriate to institute a reverse split and in what denomination. We'll make a future announcement with the minimum advanced notice, if warranted under the circumstances. With that, Lishan, I believe we can conclude the meeting.

As the business of the meeting has been completed, I will entertain a motion to adjourn in the meeting.

So moved.

I second the motion. Meeting adjourned. Thank you all for your attendance and your continued support of the company.