| 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:
| |
|
Three Months Ended |
|
|
Nine Months Ended |
|
| |
|
September 30, |
|
|
September 30, |
|
| |
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
| Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss - before noncontrolling interest |
|
$ |
(3,271,309 |
) |
|
$ |
(3,278,658 |
) |
|
$ |
(10,714,055 |
) |
|
$ |
(11,250,567 |
) |
| Net loss attributable to noncontrolling interest |
|
|
186,349 |
|
|
|
32,431 |
|
|
|
500,622 |
|
|
|
113,631 |
|
| Net loss - as reported, attributable to PAVmed Inc. |
|
$ |
(3,084,960 |
) |
|
$ |
(3,246,227 |
) |
|
$ |
(10,213,433 |
) |
|
$ |
(11,136,936 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible Preferred Stock dividends(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series B |
|
$ |
(68,129 |
) |
|
$ |
(64,897 |
) |
|
$ |
(200,402 |
) |
|
$ |
(138,926 |
) |
| 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 |
|
$ |
(3,153,089 |
) |
|
$ |
(3,311,124 |
) |
|
$ |
(10,413,835 |
) |
|
$ |
(11,854,787 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average common shares outstanding basic and diluted(2) (3) |
|
|
31,030,929 |
|
|
|
26,538,632 |
|
|
|
29,211,694 |
|
|
|
20,827,519 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - Net loss - as reported, attributable to PAVmed Inc. |
|
$ |
(0.10 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.35 |
) |
|
$ |
(0.53 |
) |
| - Net loss attributable to PAVmed Inc. common stockholders |
|
$ |
(0.10 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.36 |
) |
|
$ |
(0.57 |
) |
| (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: with respect to the prior year periods, the Series B Convertible Preferred Stock from March 16, 2018 to September 30, 2018, and for 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 period excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. Notwithstanding, 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. As such, the Series B Convertible Preferred Stock 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 the holders are not contractually obligated to share in the losses. |
|
| 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:
| |
|
September 30, |
|
| |
|
2019 |
|
|
2018 |
|
| Stock Options and Restricted Stock Awards - PAVmed Inc. 2014 Equity Plan |
|
|
5,853,529 |
|
|
|
3,277,140 |
|
| Unit purchase options - “UPO-Z” /“UPO-W” - as to shares of common stock |
|
|
53,000 |
|
|
|
53,000 |
|
| Unit purchase options - “UPO-Z” - as to shares underlying Series Z Warrants |
|
|
53,000 |
|
|
|
53,000 |
|
| Series Z Warrants |
|
|
16,815,039 |
|
|
|
16,815,039 |
|
| Series W Warrants |
|
|
381,818 |
|
|
|
381,818 |
|
| Series S Warrants* |
|
|
— |
|
|
|
1,199,383 |
|
| Series B Convertible Preferred Stock |
|
|
1,135,482 |
|
|
|
1,048,288 |
|
| Total |
|
|
24,291,868 |
|
|
|
22,827,668 |
|
| * |
The Series S Warrants were not included in weighted average shares outstanding in the three and nine months ended September 30, 2018 due to certain restrictions on beneficial ownership of the Holder which had not lapsed until January 2019. |
|