PAVmed Inc. ($PAVM)

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 are Dennis McGrath, the company's President and 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 the Secretary of the meeting. As you all know, we're 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 affidavits 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 February 26, 2026, to all holders of record of common stock at the close of business on February 13, 2026. I also 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 27, 2026, to all holders of record of the Series D preferred stock at the close of business on February 13, 2026.

I order the affidavits 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 February 13, 2026, 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 February 13, 2026, there were 1,496,696 shares of common stock outstanding and eligible to vote. In addition, there were 30,000 shares of Series C preferred stock outstanding and eligible to vote, which represented the right to vote the equivalent of an additional 213,272 shares of common stock. A majority of the total voting power is represented at the 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 item of business is to consider a proposal to approve for the purposes of NASDAQ Listing Rule 5635, the issuance of shares of the company's common stock upon conversion of the company's Series D preferred stock and pursuant to the company's amended and restated senior secured convertible note issued on February 3, 2026. The company sold 30,000 shares of Series D preferred stock in a private placement consummating on February 3, 2026. An additional 30,000 shares of Series D preferred stock are issuable upon exercise of warrants sold in the private placement. The company also issued the note on February 3, 2026, in connection with the redemption of the company's Series C preferred stock and the refinancing of certain of its net existing debt. The proposal is more fully described in the proxy statement. Do I 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.

Inspector?

My apologies. I got disconnected. Based on the preliminary vote tallies, a majority of the voting power presented and entitled to vote on the proposal was voted in favor of the proposal. This is sufficient for its approval.

The second item of business is to consider a proposal to approve an amendment to the company's certificate of incorporation to permit the removal of any director with or without cause by an affirmative vote of the holders of the majority of the company's outstanding voting power. 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.

Based on the preliminary vote tallies, a majority of the voting power entitled to vote on the proposal was voted in favor of the proposal. This is sufficient for its approval.

The third item of business is to consider a proposal to approve an amendment to the company's 2014 long-term incentive equity plan to increase the total number of shares of common stock available under the plan by an additional 1,500,000 shares from 213,517 shares to 1,713,517 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.

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. This is sufficient for its approval.

Thank you, Mr. Burton. Because these proposals have 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 each proposal will be publicly disclosed after the meeting in our public filings with the SEC. Once the final tally is completed, I order the report of the inspector to be filed in the minute book immediately following the minutes of this meeting. As the business of the meeting has been completed, I will 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.