PAVmed Inc.

On October 20, 2025, the Board unanimously adopted and declared the advisability of an amendment to the Company’s Certificate of Incorporation to effect (i) the Reverse Split of the Company’s common stock at a specific ratio, ranging from 1-for-10 and 1-for-30, to be determined by the Board in its sole discretion, and (ii) the associated Reduction in Authorized Common Stock from 250,000,000 to 25,000,000 shares. To obtain stockholder approval of the amendment, as required under the DGCL, the Board further directed that the amendment be considered for approval at a special meeting of the Company’s stockholders. Accordingly, at the Special Meeting, stockholders will vote on a proposal to approve the amendment effecting the Reverse Split and the Reduction in Authorized Common Stock.

By approving this proposal, the Company’s stockholders will be deemed to have approved multiple amendments to the Company’s Certificate of Incorporation, each effecting the Reverse Split at one of the whole number ratios between 1-for-10 and 1-for-30, inclusive, and the Reduction in Authorized Common Stock. The Board will determine the ratio of the Reverse Split by choosing which amendment to file with the Delaware Secretary of State. Upon such filing, the amendments effecting the Reverse Split at the other ratios will be deemed abandoned, such that the Board may effect only one Reverse Split. The Board also reserves the right to abandon the amendments in their entirety at any time, if the Board determines, in its sole discretion, that the Reverse Split and the Reduction in Authorized Common Stock are no longer in the best interests of the Company and its stockholders.

A consolidated form of certificate of amendment effecting the Reverse Split and the Reduction in Authorized Common Stock is attached asAnnex A to this proxy statement.

General Description of the Reverse Split Proposal

Approval of the Reverse Split Proposal will authorize the Company to effect a Reverse Split of its common stock at a whole number ratio between 1-for-10 and 1-for-30, inclusive, with the specific ratio to be determined by the Board in its sole discretion.

The Company believes that the availability to the Board of a range of approved ratios will provide the Company with the flexibility to implement the Reverse Split in a manner designed to maximize the anticipated benefits for the Company and its stockholders. In determining which ratio to implement, if any, following the receipt of stockholder approval, the Board may consider, among other things:

The Reverse Stock Split will affect all holders of the common stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Split would result in any holder of the common stock receiving fractional shares. Stockholders will not receive fractional shares of common stock in connection with the Reverse Split. Instead, stockholders who otherwise would have been entitled to a fraction of a share as a result of the Reverse Split will receive in lieu thereof one additional whole share.

The table set forth below under*“—Effect on Shares of Common Stock*” presents, for illustrative purposes only, the approximate number of shares of common stock the Company expects to be outstanding after giving effect to the Reverse Split, at three different Reverse Split ratios within the range set forth above, in each case assuming 26,678,690 shares of common stock outstanding immediately prior to the Reverse Split (which is the amount outstanding, inclusive of shares underlying unvested restricted stock awards, as of October 23, 2025) and without giving effect to the issuance of shares of common stock in lieu of fractional shares.

The Reverse Split itself will not impact the market value of the Company as a whole, although the market value of the common stock may move up or down once the Reverse Split is effective. The Company does not expect the Reverse Split itself to have any economic effect on the Company’s common stockholders, preferred stockholders, debt holders or option holders, except to the extent the Reverse Split will result in issuance of additional shares of common stock in lieu of fractional shares.

The determination of the specific ratio for the Reverse Split will not affect the number of shares of common stock the Company is authorized to issue after the Reverse Split. Regardless of the ratio, as a result of the Reduction in Authorized Common Stock, the Company will be authorized to issue 25,000,000 shares of common stock after the Reverse Split.

The Board does not intend for the Reverse Split to be the first step in a series of plans or proposals to effect a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Reasons for the Reverse Split Proposal