PAVmed Inc. 8-K

What Happened

• PAVmed Inc. (PAVM) filed an 8‑K on December 30, 2025 disclosing that its board approved a 1‑for‑30 reverse stock split and a reduction in authorized common stock. The company filed a certificate of amendment on December 30, 2025 to make the reverse split and the reduction effective at 12:01 a.m. Eastern Time on January 2, 2026; shares will trade on a split‑adjusted basis at the market open that day.
• The stated reason for the reverse split is to regain compliance with Nasdaq’s $1.00 minimum bid-price requirement after Nasdaq notified the company on January 23, 2025 that its closing bid had been below $1 for the prior 30 business days; PAVmed had an initial 180‑day cure period (to July 22, 2025) and was afforded an additional period through January 19, 2026.

Key Details

• Reverse split ratio: 1-for-30 (approved by the board); Effective Time: Jan 2, 2026 at 12:01 a.m. ET; split‑adjusted trading begins at market open Jan 2, 2026.
• Authorized shares: reduced from 250,000,000 to 25,000,000 common shares (absolute reduction; increases authorized shares relative to outstanding shares).
• CUSIP and symbol: New CUSIP will be 70387R 502; trading symbol remains "PAVM."
• Fractional shares: no fractional shares will be issued — the company will issue one whole post‑split share to any holder who otherwise would have been entitled to a fractional share; no cash will be paid for fractions.
• Security adjustments: outstanding stock options will be divided by 30 and exercise prices multiplied by 30 (rounded per plan terms); convertible securities’ conversion prices will be multiplied by 30; shares reserved under equity plans will be proportionately adjusted.
• Additional disclosures: the 8‑K also furnished (not filed) information under Item 2.02 (results of operations/financial condition) and Item 7.01 (Regulation FD disclosure); a press release and the Certificate of Amendment were included as exhibits.

Why It Matters

• For holders, each pre‑split share will convert to 1/30 of a post‑split share (subject to the company’s rounding policy), so share counts in brokerage accounts will be reduced accordingly and per‑share market price should increase in proportion — the company expects this to help meet Nasdaq’s $1 minimum bid rule.
• No action is required for brokerage account holders; holders of paper certificates should follow the transfer agent instructions to exchange certificates.
• While the reverse split is intended to restore Nasdaq compliance, the filing expressly notes there is no assurance the action will succeed; investors should consider this corporate action when evaluating share count, per‑share price, and potential liquidity changes.