PAVmed Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity and Common Stock Purchase Warrants

Stockholders' Equity and Common Stock Purchase Warrants

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Stockholders' Equity and Common Stock Purchase Warrants

Note 8 — Stockholders’ Equity and Common Stock Purchase Warrants

Common Stock

As of September 30, 2019 the Company is authorized to issue up to 100.0 million shares of common stock, par value of $0.001 per share. There were 36,556,178 and 27,142,979 shares of common stock issued and outstanding as of September 30, 2019 and December 31, 2018, respectively, summarized as follows:

Shares of Common Stock Issued and Outstanding
Issued and outstanding as of December 31, 2018			27,142,979
Registered offerings			5,480,000
Conversions - Senior Secured Convertible Note issued December 27, 2018			3,850,427
Employee Stock Purchase Plan (“ESPP”)			82,772
Issued and outstanding as of September 30, 2019			36,556,178

●	A total of 5,480,000 shares of common stock of the Company were issued in registered offerings, including 4,950,000 shares issued under common stock share subscription agreements entered into with individual investors and 530,000 shares issued under a placement agency agreement, resulting in total proceeds of $5,480,000, before placement agent fees and legal fees of $101,098.

●	A total of 3,850,427 shares of common stock of the Company were issued upon conversions of the December 2018 Senior Secured Convertible Note. See Note 6, Debt, for further information with respect to the Senior Secured Convertible Note issued December 27, 2018, including the issue of shares of common stock of the Company.

●	A total of 82,772 shares of common stock of the Company were issued under the PAVmed Inc. Employee Stock Purchase Plan (“ESPP”). See Note 4, Stock-Based Compensation, for further information with respect to the ESPP.

Subsequent to September 30, 2019, through November 12, 2019, an additional 202,950 shares of common stock of the Company were issued upon conversions of the December 2018 Senior Secured Convertible Note. See Note 6, Debt, for further information with respect to the Senior Secured Convertible Note issued December 27, 2018, including the issue of shares of common stock of the Company.

Common Stock Purchase Warrants

The following table summarizes outstanding warrants to purchase common stock of the Company at the dates indicated:

	Common Stock Purchase Warrants Issued and Outstanding at
	September 30, 2019		Weighted Average Exercise Price /Share		December 31, 2018		Weighted Average Exercise Price		Expiration Date
Equity classified warrants
Series Z Warrants		16,815,039	$	1.60		16,815,039	$	1.60	April 2024
UPO - Series Z Warrants		53,000	$	1.60		53,000	$	1.60	January 2022
Series W Warrants		381,818	$	5.00		381,818	$	5.00	January 2022
Series S Warrants		1,199,383	$	0.01		1,199,383	$	0.01	June 2032
Total		18,449,240	$	1.57		18,449,240	$	1.57

Noncontrolling Interest

The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity for the periods indicated is as follows:

	Nine Months Ended September 30, 2019			Year Ended December 31, 2018
NCI - equity (deficit) - beginning of period	$	(161,512	)	$	—
Investment in majority-owned subsidiary		—			1,812
Net loss attributable to NCI		(500,622	)		(204,072	)
Lucid Diagnostics Inc. 2018 Equity Plan - stock-based compensation		141,778			40,748
NCI - equity (deficit) - end of period	$	(520,356	)	$	(161,512	)

The noncontrolling interest presented above is with respect to Lucid Diagnostics Inc., a majority-owned subsidiary of PAVmed Inc., formed in May 2018 in connection with the “CWRU License Agreement”. As of September 30, 2019 and December 31, 2018, there were 10.0 million shares of common stock of Lucid Diagnostics Inc. issued and outstanding, of which PAVmed Inc. holds a 81.875% majority-interest ownership and has a controlling financial interest, with the remaining 18.125% minority-interest ownership held by CWRU and each of the three physician inventors of the intellectual property and proprietary technologies underlying the CWRU License Agreement. Accordingly, a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity, along with the recognition of a net loss attributable to the NCI. In this regard, the daily operations of Lucid Diagnostics Inc. are managed by personnel employed by PAVmed Inc. The costs for such personnel are reimbursed from Lucid Diagnostics Inc. to PAVmed Inc. according to the provisions of a Master Services Agreement (“MSA”) between the parties. Lucid Diagnostics Inc. recognized expenses required to be paid to PAVmed Inc. under the MSA of $600,000 and $90,000 for the nine months ended September 30, 2019 and 2018, respectively. The pro-rata portion of these expenses related to the minority-interest ownership are included in the net loss attributable to NCI as presented above.