UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 5, 2025
| PAVMED INC. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | 001-37685 | 47-1214177 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 360 Madison Avenue, 25th Floor, New York, New York | 10017 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (917) 813-1828
| N/A |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, Par Value $0.001 Per Share | PAVM | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 5, 2025, PAVmed Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). Stockholders representing approximately 65.8% of the voting power outstanding and entitled to vote were present in person or by proxy.
At the Special Meeting, the stockholders considered a proposal to amend the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect (i) a reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Split”) at a specific ratio, ranging from 1-for-10 to 1-for-30, to be determined by the Company’s board of directors (the “Board”) in its sole discretion, and (ii) an associated reduction in the number of shares of common stock the Company is authorized to issue (the “Reduction in Authorized Common Stock”) from 250,000,000 shares to 25,000,000 shares. The amendment to the Certificate of Incorporation was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 19,310,685 | 974,164 | 13,241 | — |
The Board has not yet determined the specific ratio of the Reverse Split, but it expects to do so and to effect the Reverse Split and the Reduction in Authorized Common Stock by filing a certificate of amendment with the Delaware Secretary of State as soon as practicable.
A fuller description of the amendment to the Certificate of Incorporation, including the Reverse Split and the Reduction in Authorized Common Stock, is set forth on pages 6 to 15 the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 31, 2025 (the “Proxy Statement”), which description is incorporated herein by reference. The description of the amendment to the Certificate of Incorporation, including the Reverse Split and the Authorized Capital Reduction, does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is included as Annex A to the Proxy Statement and is incorporated herein by reference.
Because the amendment to the Certificate of Incorporation was approved, the proposal to adjourn the Special Meeting was not presented to the stockholders at the Special Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Form of Certificate of Amendment (incorporated by reference to Annex A of the Proxy Statement). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 5, 2025 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||