PAVmed Inc. (PAVM) Earnings Call Transcript & Summary

I call the special meeting of stockholders of PAVmed Inc. to order. I'm Dennis McGrath, our President and Chief Financial Officer. Also present are Michael Gordon, our General Counsel; Eric Schwartz of Graubard Miller, our outside counsel; Al Burton of Continental Stock Transfer & Trust Company, our transfer agent; and Donna Corso of Sodali & Co, our proxy solicitor for the meeting. Mr. Schwartz will act as Secretary of the meeting. In addition, I hereby appoint Ms. Corso to act as inspector of the meeting, and request her to execute her 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. Gordon will now review a couple of the housekeeping items before we begin.

Thanks, Dennis. 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 will have the opportunity to submit questions to management. You may submit questions for us through the questions pane in the webcast platform. We will review the questions and, if appropriate, we'll respond to them after the meeting. 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. Finally, the business to be transacted at this special meeting is limited to the purposes stated in the notice of the meeting. Those purposes are described in detail in the proxy statement for the meeting.

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

I present the affidavits sworn to by Amanda Ramnauth of Continental Stock Transfer & Trust Company, showing that the notice of the meeting was mailed on December 6, 2024, to all stockholders of record at the close of business on November 25, 2024.

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 November 25, 2024, as certified by Continental Stock Transfer & Trust Company.

Thanks, Eric. 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 November 25, 2024, there were 11,068,566 shares of common stock 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 polls are now open. The first order of business is to approve for the purposes of Nasdaq Listing Rule 5635, the issuance of shares of the company's common stock pursuant to the Series C Preferred Stock to be issued by the company under the exchange agreement dated as of November 15, 2024. 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 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.