Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement

Debt Exchange

On November 15, 2024, PAVmed Inc. (the "Company") entered into an Exchange Agreement (the "Debt Exchange Agreement") with the holder (the "Holder") of its outstanding Senior Secured Convertible Notes issued pursuant to that certain Securities Purchase Agreement dated as of March 31, 2022 (the "Convertible Notes"). The Debt Exchange Agreement provides for the exchange of $22,347,543.00 in principal amount of the Convertible Notes and interest thereon for 22,347 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), of the Company (the "Exchange").

The consummation of the Debt Exchange Agreement is subject to customary closing conditions, including obtaining the Debt Exchange Stockholder Approval (as defined below), which the Company will seek at a special meeting of its stockholders to be held no later than January 31, 2025. Assuming the closing conditions are satisfied or waived, upon consummation of the Exchange, the Holder will acquire $22.347 million in shares of Series C Preferred Stock. The outstanding principal balance of the remaining Convertible Note will be approximately $6.4 million.

Series C Preferred Stock

Upon the consummation of the Exchange, the Company will file a certificate of designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware, setting forth the resolution of the Company's board of directors designating up to 25,000 shares of Series C Preferred Stock and fixing the terms of the Series C Preferred Stock. The key terms of the Series C Preferred Stock will be as follows:

General. Each share of Series C Preferred Stock will have a stated value of $1,000, and will entitle the holder thereof to a preferred dividend at a rate of 7.875% per annum, payable quarterly in arrears. The Series C Preferred Stock will be pari passu with the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), and will be required to be senior to all of the Company's other equity securities.

Liquidation Preference. Upon liquidation, a holder of Series C Preferred Stock will be entitled to receive in cash out of the assets of the Company, before any amount would be paid to the holders of any of shares of the Company's common stock, but pari passu with the holders of any Series B Preferred Stock then outstanding, an amount per share equal to the greater of (A) the sum of (i) 110% of the stated value (plus any accrued and unpaid dividends or other amounts then payable thereon) of such share of Series C Preferred Stock then outstanding and (ii) a ratable portion of 100% of the stated value (plus any accrued and unpaid dividends or other amounts then payable thereon) of the Series B Preferred Stock then outstanding and (B) the amount per share such holder would receive if such holder converted such share of Series C Preferred Stock into the Company's common stock immediately prior to the date of such payment.

Voluntary Conversion. Each share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, will be convertible at any time, in whole or in part, at the holder's option, into shares of the Company's common stock at an initial fixed conversion price of $1.068 per share, subject to certain adjustments.

Alternate Conversion. At any time following the occurrence of a Triggering Event, a holder of shares of the Series C Preferred Stock will have the right to elect to convert shares of Series C Preferred Stock into the Company's common stock at an alternate conversion price equal to the lower of: (i) the fixed conversion price then in effect, and (ii) the lowest of (A) 80% of the VWAP of the Company's common stock as of the trading day immediately preceding the delivery or deemed delivery of the applicable notice of conversion, (B) 80% of the VWAP of the Company's common stock as of the trading day of the delivery or deemed delivery of the applicable notice of conversion, and (C) 80% of the average VWAP of the Company's common stock for each of the two trading days with the lowest VWAP of the Company's common stock during the ten consecutive trading day period ending and including the trading day immediately prior to the delivery or deemed delivery of the applicable notice of conversion, but in the case of clause (ii), not less than $0.2136 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (such price, the "Alternate Conversion Price"). The term Triggering Event includes events that would constitute an event of default under the Convertible Notes, in addition to the failure of the Company to complete a Qualified Company Optional Redemption (as defined below) by March 31, 2025 (the "QCOR Triggering Event"). The principal consequence of a Triggering Event (other than a bankruptcy-related Triggering Event) will be to give the Holder the right to elect an alternate conversion as described above. In addition, the occurrence of a Triggering Event (other than a QCOR Triggering Event) will result in an increase to the dividend rate and limit the Company's right to redeem the Series C Preferred Stock. A Triggering Event (other than a bankruptcy-related Triggering Event) will not otherwise accelerate any financial or other obligation on the part of the Company in respect of the Series C Preferred Stock.

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