PAVmed Inc. (PAVM) Earnings Call Transcript & Summary

Good morning. I call the Annual Meeting of Stockholders of PAVmed Inc. to order. I am Dr. Lishan Aklog, the Chairman and Chief Executive Officer of the company. Also present are Dennis M. McGrath, our President and Chief Financial Officer; Michael Gordon, our General Counsel; Jin Dong of Marcum, our auditors; Eric Schwartz of Graubard Miller, our outside counsel; and Alwyn Burton of Continental Stock Transfer & Trust Company, our transfer agent. Mr. Schwartz will act as Secretary of the meeting. In addition, I hereby appoint Mr. Burton to act as the inspector of the meeting and request him to execute his oath of office. Mr. Schwartz, 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.

Thanks, Lishan. 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 for us or auditors through the Questions Pane in the webcast platform. We will review the questions to management and appropriately we'll respond to them after the meeting. Our auditors will review and respond to the questions directed 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 stockholders 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 with the substantive portion of the meeting. Mr. Schwartz, please present the affidavit of mailing.

I present the affidavit sworn to by Cornelius Cox of Continental Stock Transfer & Trust Company showing that the notice of Internet availability of proxy materials was mailed on May 1, 2023, to all stockholders of record at the close of business on April 25, 2023.

I order the affidavit to be filed in the 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 April 25, 2023, 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 April 25, 2023, there are 103,487,166 shares of common stock that were outstanding and eligible to vote. The 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 polls are now open. The first order of business is to elect 2 members of the Board as Class A directors to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. Management nominates Ronald M. Sparks and Timothy Baxter for reelection as Class A directors. Do we have a motion?

I so move.

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 was voted for each of Mr. Spark and Mr. Baxter, which is sufficient to elect them as directors.

The second order of business is to consider and vote upon a proposal to approve an amendment to the company's Certificate of Incorporation to incorporate new Delaware law provisions regarding officer exculpation. The amendment and the proposal are more fully described in the proxy statement. Do we have a motion?

I 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 proxy. 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, less than a majority of the shares entitled to vote on this proposal was voted in favor of the proposal, which is not sufficient for its approval.

The third 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, 2023. Do we have a motion?

I 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 majority of the shares present and entitled to vote on this proposal 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 tallies, management's nominees have been elected as directors and the appointment of the company's independent registered certified public accounting firm has been ratified. Although a substantial majority of the shares present and entitled to vote on the matter were voted in favor of the amendment to the company's certificate of incorporation, the amendment failed to obtain the affirmative vote of a majority of shares outstanding as a result of broker nonvotes. Accordingly, based on the preliminary vote tallies, the amendment to the company's certificate of incorporation has not been approved. The exact vote 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 be filed in the minute book immediately following the minutes of this meeting. Thank you all for your attendance at the meeting. As a reminder, you may submit questions for us or our auditors through the Questions pane in the webcast platform. We will respond to appropriate questions after the meeting. I will now entertain a motion to adjourn the meeting.

I so moved.

I second the motion. Meeting adjourned.