Annual report pursuant to Section 13 and 15(d)

Loss Per Share (Tables)

v3.19.1
Loss Per Share (Tables)
12 Months Ended
Dec. 31, 2018
Earnings Per Share [Abstract]  
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,

 
    2018     2017  
Numerator            
Net loss - as reported, before noncontrolling interest   $ (18,172,822 )   $ (9,519,269 )
Net loss attributable to noncontrolling interest     204,072          
Net loss - as reported, attributable to PAVmed Inc.     (17,968,750 )     (9,519,269 )
                 
Convertible Preferred Stock dividends(1):                
Series B     (203,123 )      
Series A-1     (25,148 )     (79,788 )
Series A     (26,487 )     (112,570 )
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 - increase to additional paid-in capital - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock     199,241        
                 
Deemed dividend Series A-1 Convertible Preferred Stock           (182,500 )
                 
Series A Exchange Offer - November 17, 2017 - deemed dividend - incremental fair value - Series A-1 Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock           (504,007 )
Net loss attributable to PAVmed Inc. common stockholders   $ (18,750,798 )   $ (10,398,134 )
                 
Denominator                
Weighted-average common shares outstanding basic and diluted(2)     22,276,347       13,495,951  
Loss per share(3)                
Basic and diluted                
- Net loss - as reported, attributable to PAVmed Inc.   $ (0.81 )   $ (0.71 )
- Net loss attributable to PAVmed Inc. common stockholders   $ (0.84 )   $ (0.77 )

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

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

 

    December 31,  
    2018     2017  
Stock Options     3,327,140       1,936,924  
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        
Unit purchase options - “UPO-W” - as to shares underlying Series W Warrants(4)           53,000  
Series Z Warrants(5)     16,815,039        
Series W Warrants(5)     381,818       10,567,845  
Series S Warrants(6)     1,199,383       1,473,640  
Series B Convertible Preferred Stock(7)     1,069,941        
Series A-1 Convertible Preferred Stock(8)           357,259  
Series A-1 Warrants(8)           279,837  
Series A Convertible Preferred Stock(9)           249,667  
Series A Warrants(9)           268,001  
Total     22,899,321       15,239,173  

 

  (1) The convertible preferred stock dividends are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: for the current year period - with respect to the Series B Convertible Preferred Stock, 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; and, for the prior year period - with respect to the Series A Convertible Preferred Stock, from each of the respective Series A Preferred Stock Units private placement close dates from January 26, 2017, January 31, 2017, and March 8, 2018 to December 31, 2017; and, with respect to the Series A-1 Convertible Preferred Stock, from the Series A-1 Preferred Stock Units private placement close date from August 4, 2017 to December 31, 2017. See Note 13, Preferred Stock, for a further discussion of the dividends for each of the respective series of convertible preferred stock.

 

  (2) Basic weighted-average number of shares of common stock outstanding for the period 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) There were 16,815,039 Series Z Warrants issued and outstanding as of December 31, 2018, including: 2,739,190 Series Z Warrants initially issued on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed above; 5,075,849 Series Z Warrants issued on the April 5, 2018 Exchange Date of the “Series W Warrants Exchange Offer” discussed herein above; and 9,000,000 Series Z Warrants issued in the June 12, 2018 Equity Subscription Rights Offering. See Note 14, Stockholders Equity and Common Stock Purchase Warrants, for a further discussion of the Series Z Warrants and the Series W Warrants.

 

  (6) The Series S Warrants were issued in connection with the Note and Security Purchase Agreement with Scopia Holdings LLC. See Note 12, Debt for a discussion of such Note and Security Purchase Agreement and the corresponding Senior Secured Note, and Note 14, Stockholders’ Equity and Common Stock Purchase Warrants, for a discussion of the Series S Warrants.

 

  (7) 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. See Note 13, Preferred Stock, for a further discussion of the Series B Convertible Preferred Stock common stock conversion election.

 

  (8) As of December 31, 2018, there were no shares of Series A-1 Convertible Preferred Stock nor Series A-1 Warrants issued and outstanding, as a result of the March 15, 2018 Series A and Series A-1 Exchange Offer. As of December 31, 2017, if converted at the election of the holder, the shares of Series A-1 Convertible Preferred Stock issued and outstanding would have resulted in the issue of a corresponding number of shares of common stock of the Company, resulting from a common stock conversion factor equal to a numerator and denominator of $4.00; and the Series A-1 Warrants issued and outstanding as of December 31, 2017, were eligible to be exchanged for five Series W Warrants or four Series X-1 Warrants under the terms of the Series A-1 Warrant agreement. No Series A-1 Warrant holder had made such election through the March 15, 2018 Exchange Date. See Note 11, Financial Instruments Fair Value Measurements, for a discussion of the March 15, 2018 Series A and Series A-1 Exchange Offer, Note 13, Preferred Stock, for a discussion of the Series A-1 Preferred Stock Units private placement, and the Series A-1 Convertible Preferred Stock, and Note 14, Common Stock and Common Stock Purchase Warrants, for a discussion of the Series A-1 Warrants.

 

  (9) As of December 31, 2018, there were no shares of Series A Convertible Preferred Stock nor Series A Warrants issued and outstanding, as a result of the March 15, 2018 Series A and Series A-1 Exchange Offer. The 249,667 shares of Series A Convertible Preferred Stock issued and outstanding as of December 31, 2017, if-converted, would have resulted in the issue of 301,416 shares of common stock of the Company, resulting from a common stock conversion factor equal to a numerator of $6.00 and a denominator $4.97; and the Series A Warrants issued and outstanding as of December 31, 2017, were eligible to be exchanged for four Series X Warrants under the terms of the Series A Warrant agreement. No Series A Warrant holder had made such election through the March 15, 2018 Exchange Date. See Note 11, Financial Instruments Fair Value Measurements, for a discussion of the March 15, 2018 Series A and Series A-1 Exchange Offer, Note 13, Preferred Stock, for a discussion of the Series A Preferred Stock Units private placement, and the Series A Convertible Preferred Stock, and Note 14, Common Stock and Common Stock Purchase Warrants, for a discussion of the Series A Warrants.