Business Context and Reporting Period
Company: Pavmed Inc. (PAVM)
Filing Type: Form 8-K (Current Report)
Date of Report: December 30, 2025
Reporting Period: Immediate event reporting regarding corporate governance and capital structure changes.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a corporate action to address stock listing requirements.
Material Changes
- Reverse Stock Split: The Board of Directors approved a 1-for-30 reverse stock split of outstanding common stock.
- Effective Date: The split becomes effective on January 2, 2026, at 12:01 a.m. Eastern Time.
- Authorized Shares Reduction: The number of authorized common shares is reduced from 250,000,000 to 25,000,000.
- Reason for Action: To regain compliance with Nasdaq Capital Market continued listing requirements (minimum bid price of $1.00 per share) after failing to meet the requirement for 30 consecutive business days ending January 22, 2025.
- Security Adjustments:
- Outstanding options will have share counts divided by 30 and exercise prices multiplied by 30.
- Convertible securities (Series B and C preferred stock, convertible notes) will have conversion prices multiplied by 30.
- Equity plan share reserves will be proportionately adjusted.
- Fractional Shares: No fractional shares will be issued; holders entitled to fractions will receive one whole share.
- Trading Details: The trading symbol remains "PAVM," but the CUSIP number will change to 70387R 502.
Guidance, Outlook, and Risks
Management Commentary: Management expects the reverse split to increase the closing bid price above the $1.00 threshold, enabling the company to maintain its Nasdaq listing. The Board believes the reduction in authorized shares increases the relative number of authorized shares available for issuance compared to shares outstanding.
Risks and Contingencies:
- Listing Compliance: No assurance is provided that the reverse split will successfully result in compliance with Nasdaq listing requirements.
- Forward-Looking Statements: Actual results may differ materially from expectations due to known and unknown risks, including the company's ability to maintain its Nasdaq listing.
Investor Verification Checklist
- Verify the effective time of the split (January 2, 2026, 12:01 a.m. ET) to ensure proper trade execution.
- Confirm the new CUSIP number (70387R 502) for post-split trading.
- Review brokerage account statements to ensure the 1-for-30 adjustment and rounding of fractional shares are applied correctly.
- Monitor the stock price post-split to confirm it meets the $1.00 minimum bid price requirement for Nasdaq compliance.
- Check the adjustment terms for any held options or convertible securities to verify updated exercise/conversion prices.