PAVmed Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Loss Per Share (Tables)

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share

The “Net loss per share - attributable to PAVmed Inc. - basic and diluted” and “Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted” - for the respective periods indicated - is as follows:

	Year Ended
	December 31,
	2019			2018
Numerator
Net loss - before noncontrolling interest	$	(17,268,131	)	$	(18,172,822	)
Net loss attributable to noncontrolling interest		810,890			204,072
Net loss - as reported, attributable to PAVmed Inc.	$	(16,457,241	)	$	(17,968,750	)

Convertible Preferred Stock dividends⁽¹⁾:
Series B	$	(269,895	)	$	(203,123	)
Series A-1		—			(25,148	)
Series A		—			(26,487	)

Series A and Series A-1 Exchange Offer - March 15, 2018 - deemed dividend - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock		—			(726,531	)

Series A and Series A-1 Exchange Offer - March 15, 2018 - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock		—			199,241

Net loss attributable to PAVmed Inc. common stockholders	$	(16,727,136	)	$	(18,750,798	)

Denominator
Weighted-average common shares outstanding basic and diluted(2) (3)		30,197,458			22,276,347

Loss per share
Basic and diluted
- Net loss - as reported, attributable to PAVmed Inc.	$	(0.54	)	$	(0.81	)
- Net loss attributable to PAVmed Inc. common stockholders	$	(0.55	)	$	(0.84	)

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share

The common stock equivalents excluded from the computation of diluted weighted average shares outstanding have as their inclusion would be anti-dilutive, are as follows:

	December 31,
	2019		2018
Stock Options and Unvested Restricted Stock Awards		5,903,529		3,327,140
Unit purchase options - “UPO-Z” /”UPO-W” - as to shares of common stock⁽⁴⁾		53,000		53,000
Unit purchase options - “UPO-Z” - as to shares underlying Series Z Warrants⁽⁴⁾		53,000		53,000
Series Z Warrants		16,815,039		16,815,039
Series W Warrants		381,818		381,818
Series S Warrants⁽⁵⁾		-		1,199,383
Series B Convertible Preferred Stock⁽⁶⁾		1,158,209		1,069,941

Total		24,364,595		22,899,321

⁽¹⁾	The convertible preferred stock dividends earned as of the each of the respective periods noted, are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: with respect to the Series B Convertible Preferred Stock, for the year ended December 31, 2019 and from March 16, 2018 to December 31, 2018, and with respect to each of the Series A-1 and Series A Convertible Preferred Stock, from January 1, 2018 to March 15, 2018;

⁽²⁾	Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2019 and 2018 include the shares of the Company issued and outstanding during the year ended December 31, 2019, and during the year ended December 31, 2019, the Series S Warrants for the period February 1, 2019 to December 31, 2019 (as discussed herein below), each on a weighted average basis. The basic weighted average number of shares outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

⁽³⁾	The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated.

⁽⁴⁾	On August 22, 2018, the “UPO Exchange Offer” was completed, wherein, 53,000 “UPO-Z” were issued-upon-exchange of all the previously issued and outstanding 53,000 UPO-W. The UPO-Z may be exercised to purchase a unit comprised of one share of common stock of the Company and one Series Z Warrant; and the UPO-W was exercisable to purchase a unit comprised of one share of common stock of the Company and one Series W Warrant. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants, for a discussion of the UPO-Z, UPO-W, and the August 22, 2018 UPO Exchange Offer.

⁽⁵⁾	The Series S Warrants were issued in connection with the Note and Security Purchase Agreement with Scopia Holdings LLC. The Series S Warrants were not included in weighted average shares outstanding for the year ended December 31, 2018 due to certain contractual restrictions on the ability of the holder to exercise the Series S Warrant, with such contractual restrictions ending in January 2019.

⁽⁶⁾	If converted at the election of the holder, the shares of Series B Convertible Preferred Stock issued and outstanding would result in a corresponding number of additional outstanding shares of common stock of the Company.