PAVmed Inc.

The Board believes that it is in the best interest of the Company’s stockholders to effect the Reverse Split in order to increase the per share trading price of the common stock, for the following reasons.

Regain Nasdaq Compliance. The common stock is publicly traded and listed on Nasdaq under the symbol PAVM. On January 23, 2025, the Company received a letter from the Nasdaq Listing Qualifications Department notifying the Company that, for the prior 30 consecutive business days (through January 22, 2025), the closing bid price of the common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The letter stated that the Company would be afforded an initial 180-day period (until July 22, 2025) to regain compliance. The letter also stated that, in the event the Company did not regain compliance within the initial 180-day period, the Company might be eligible for an additional 180-day period to do so. Although the Company did not regain compliance within the initial 180-day period, Nasdaq determined that the Company was eligible for the additional 180-day period (until January 19, 2026). In order to regain compliance, the closing bid price of the common stock must be at least $1 for a minimum of ten consecutive business days ending on or before such date. The Board approved the Reverse Split in an effort to increase the closing bid price of the common stock to the level required for continued listing on Nasdaq. If the closing bid price is not maintained at the necessary level, the Company’s securities will be subject to delisting from Nasdaq.

Facilitate Investment. The Company believes that the Reverse Split will make the common stock more attractive to a broader range of institutional and other investors, as the Company has been advised that the current per share trading price of the common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers.

Reducing the number of outstanding shares of the common stock through the Reverse Split is intended, absent other factors, to increase the per share trading price of the common stock. However, other factors, such as the Company’s financial results, market conditions and market perception of the Company’s business may adversely affect the per share trading price of the common stock. As a result, there can be no assurance that the Reverse Split, if implemented, will result in the intended benefits described above, that the per share trading price of the common stock will increase as expected following the Reverse Split or that the per share trading price of the common stock will not decrease in the future.