PAVmed Inc. 8-K

What Happened

• PAVmed Inc. (PAVM) filed an 8-K reporting results of a special stockholder meeting held March 27, 2026. Stockholders representing approximately 54.1% of voting power were present in person or by proxy.
• Stockholders approved: (1) stock issuances related to conversion of 60,000 shares of Series D Convertible Preferred Stock and issuances under an Amended and Restated Senior Secured Convertible Note (votes: For 640,946; Against 72,380; Abstain 5,055); (2) an amendment to the certificate of incorporation to permit removal of any director, with or without cause, by majority vote (votes: For 858,651; Against 60,825; Abstain 6,042); and (3) an amendment to the 2014 Long-Term Incentive Equity Plan to add 1,500,000 shares (increasing the plan from 213,517 to 1,713,517 shares) (votes: For 756,683; Against 162,305; Abstain 6,530). The certificate of amendment was filed with the Delaware Secretary of State and became effective March 27, 2026.
• The proxy materials with full descriptions were filed February 24, 2026; related agreements were filed February 4, 2026 and are incorporated by reference in the filing.

Key Details

• Meeting date: March 27, 2026; quorum: ~54.1% of voting power.
• Stock issuance approval covers conversion of 60,000 Series D preferred shares and issuances under an amended senior secured convertible note (vote: 640,946 For).
• Charter amendment permits removal of directors by holders of a majority of outstanding voting power; effective March 27, 2026 (vote: 858,651 For).
• 2014 Long-Term Incentive Plan increased by 1,500,000 shares (from 213,517 to 1,713,517) (vote: 756,683 For).

Why It Matters

• The stock issuance approval authorizes future issuance of common shares upon conversion of preferred stock and certain notes, which will increase the total share count and can dilute existing holders when conversions occur (a direct outcome of the approved issuances described in the proxy).
• The charter amendment changes director-removal governance by allowing removal by a simple majority of outstanding voting power, altering the company’s corporate governance rules.
• Expanding the long-term incentive plan by 1.5 million shares increases the pool of equity available for grants to employees, directors or consultants, which can affect share count and executive compensation programs.
• Investors should review the referenced proxy (filed Feb 24, 2026) and the agreements (filed Feb 4, 2026) for full terms of the conversions, the convertible note, and the amended equity plan.