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 Michael Gordon, the company's General Counsel; Eric Schwartz of Graubard Miller, outside counsel to 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 are holding this special meeting via live webcast. To help the meeting run smoothly, Mr. Gordon will review a couple of housekeeping items before we begin.

Thanks, Lishan. 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 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 attach the oath to the minutes of the meeting. Mr. Schwartz, please present the affidavit of mailing.

I present the affidavits sworn to by a representative of Continental Stock Transfer & Trust Company, showing that notice of the special meeting and proxy statement was mailed on October 31, 2025, to all stockholders of record at the close of business on October 23, 2025.

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 October 23, 2025, 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 October 23, 2025, there were 27,887,090 shares of common stock outstanding and eligible to vote. In addition, there were 21,398 shares of Series C preferred stock outstanding and eligible to vote, which represented the right to vote an equivalent of an additional 2,959,178 shares of common stock. A majority of the total voting power and a majority of the common stock is 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 effect the following two changes: First, the amendment will affect reverse stock split of the company's outstanding shares of common stock at a specific ratio ranging from 1:10 to 1:30 to be determined by the company's Board of Directors in its sole discretion. Second, the amendment will affect an associated reduction in the number of shares of common stock the company is authorized to issue from 250 million shares to 25 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 the matter through the webcast platform. Inspector, please announce the preliminary results on this matter.

Based on the preliminary vote tallies, a majority of the voting power present and entitled to vote on the proposal was voted in favor of the proposal. In addition, a majority of the votes of common stock present and entitled to vote on the proposal was voted in favor of the proposal. This is sufficient for this 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 not be presented. 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. As the business of the meeting has been completed, I entertain a motion to adjourn the meeting.

So moved.

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