Exhibit 4.1


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934 


 


As of December 31, 2021,
PAVmed Inc. (“PAVmed,” the “Company” or “we,” “us” or “our”) had two classes
of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) common
stock, $0.001 par value per share; (ii) Series Z warrants to purchase our common stock (“Series Z Warrants”); and (iii)
Series W warrants to purchase our common stock (“Series W Warrants”) (with the Series W Warrants expiring unexercised subsequent
to December 31, 2021, as of January 29, 2022). Each of the Company’s securities registered under Section 12 of the Exchange
Act are listed on The Nasdaq Stock Market LLC (through their respective expiration date with respect to the common stock purchase
warrants).


 


DESCRIPTION OF COMMON STOCK


 


In the discussion that follows,
we have summarized selected provisions of our certificate of incorporation, bylaws, and the Delaware General Corporation Law (the “DGCL”)
relating to our common stock. This summary discussion is not complete, and is subject to the relevant provisions of Delaware law and is
qualified in its entirety by reference to our certificate of incorporation and our bylaws. You should read the provisions of our certificate
of incorporation and our bylaws as currently in effect for provisions that may be important to you.


 


Authorized Capital Stock


 


We are authorized to issue 20,000,000
shares of preferred stock, par value $0.001, and 150,000,000 shares of common stock, par value $0.001.


 


Series B Convertible Preferred
Stock


 


On March 23, 2018, we filed the
PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (“PAVmed
Inc. Series B Convertible Preferred Stock Certificate of Designation”). As of March 29, 2022, there were 1,136,210 shares of Series
B Convertible Preferred Stock issued and outstanding.


 


Common Stock


 


As of December 31, 2021,
there were 86,367,845 shares of our common stock issued and outstanding, and, as of such date, we also had issued and outstanding:


 


	 	(i)	Stock Options to purchase
    8,720,198 shares of our common stock at a weighted average exercise price of $3.39 per share, with such total number
    inclusive of both stock options granted under the PAVmed Inc. 2014 Long-Term Incentive Equity Plan (“PAVmed Inc. 2014 Equity
    Plan”) and stock options granted outside such plan; and 1,160,573 shares of our common stock reserved for issuance,
    but not subject to outstanding awards under the PAVmed Inc. 2014 Equity Plan; and 626,081 shares of our common stock reserved
    for issuance under the PAVmed Inc. Employee Stock Purchase Plan (“PAVmed Inc. ESPP”);
	 	(ii)	Series Z Warrants
    to purchase 11,937,455 shares of our common stock at an exercise price of $1.60 per share; and Series W Warrants
    to purchase 377,873 shares of our common stock at an exercise price of $5.00 per share, with all such Series W Warrants expiring unexercised subsequent to December 31, 2021, as of January 29, 2022; and
	 	(iii)	Series B Convertible Preferred
    Stock of 1,113,919 shares, convertible into the same number of shares of our common stock. 


 



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Exhibit 4.1


(continued)


 


Common Stock


 


Holders of common stock are entitled
to one vote per share on matters on which our stockholders vote. There are no cumulative voting rights. Subject to any preferential dividend
rights of any outstanding shares of preferred stock, holders of common stock are entitled to receive dividends, if declared by our board
of directors, out of funds that we may legally use to pay dividends. If we liquidate or dissolve, holders of common stock are entitled
to share ratably in our assets once our debts and any liquidation preference owed to any then-outstanding preferred stockholders is paid.
Our certificate of incorporation does not provide the common stock with any redemption, conversion or preemptive rights, and there are
no sinking fund provisions with respect to our common stock. All shares of common stock that are outstanding are fully-paid and non-assessable.


 


Preferred Stock


 


Our certificate of incorporation
authorizes the issuance of blank check preferred stock. Accordingly, our board of directors is empowered, without stockholder approval,
to issue shares of preferred stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting
power or other rights of the holders of shares of our common stock. In addition, shares of preferred stock could be utilized as a method
of discouraging, delaying or preventing a change in control of us.


 


Series B Convertible Preferred Stock


 


The Series B Convertible Preferred
Stock is issued pursuant to the PAVmed Inc. Series B Convertible Preferred Stock Certificate of Designation, has a par value of $0.001
per share, no voting rights, a stated value of $3.00 per share, and is immediately convertible upon its issuance, as discussed herein
below.


 


The Series B Convertible Preferred
stock is senior to our common stock with respect to dividends and assets distributed in liquidation. In this regard, in the event of any
voluntary or involuntary liquidation, dissolution or winding up of our company or Deemed Liquidation Event (as defined in the certificate
of designations for the Series B Convertible Preferred Stock), the holders of shares of Series B Convertible Preferred Stock then outstanding
shall be entitled to be paid out of our assets available for distribution to our stockholders, before any payment shall be made to the
holders of our common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the stated value of
the Series B Convertible Preferred Stock, plus any dividends accrued but unpaid thereon, or (ii) such amount per share as would have been
payable had all shares of Series B Convertible Preferred Stock been converted into our common stock immediately prior to such liquidation,
dissolution, winding up or Deemed Liquidation Event.


 


At the holders’ election,
a share of Series B Convertible Preferred Stock is convertible into a share of common stock of PAVmed Inc. at a common stock conversion
exchange factor equal to a numerator and denominator of $3.00, with each such numerator and denominator not subject to further adjustment,
except for the effect of stock dividends, stock splits or similar events affecting the Company’s common stock. The Series B Convertible
Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash settle the Series
B Convertible Preferred Stock.


 


The Series B Convertible Preferred
Stock provides for dividends at a rate of 8% per annum of the stated value per share of the Series B Convertible Preferred Stock. Dividends
are payable in arrears on January 1, April 1, July 1, and October 1, 2021. Dividends accrue and cumulate whether or not declared by our
board of directors. All accumulated and unpaid dividends compound quarterly at the rate of 8% of the stated value per annum. Dividends
through October 1, 2021 are payable in additional shares of Series B Convertible Preferred Stock. Dividends after October 1, 2021 are
payable at our election in any combination of shares of Series B Convertible Preferred Stock, cash or shares of our common stock.


 



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Exhibit 4.1


(continued)


 


Dividends


 


We have not paid any cash dividends
on our common stock to date. Any future decisions regarding dividends will be made by our board of directors. We do not anticipate paying
dividends in the foreseeable future but expect to retain earnings to finance the growth of our business. Our board of directors has complete
discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend
upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other
factors the board of directors may deem relevant.


 


Anti-Takeover Provisions


 


Provisions of the DGCL and our certificate
of incorporation and bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to
remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover
practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of
us to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with
the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover
or acquisition proposals because, among other things, negotiation of these proposals could result in improved terms for our stockholders.


 


Delaware Anti-Takeover Statute.
We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly-held Delaware
corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years
following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted
in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination”
includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally,
an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to
the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision
would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, including
discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.


 



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Exhibit 4.1


(continued)


 


Classified Board. Our board
of directors is divided into three classes. The number of directors in each class is as nearly equal as possible. Directors elected to
succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders
after their election. The existence of a classified board may extend the time required to make any change in control of the board when
compared to a corporation with an unclassified board. It may take two annual meetings for our stockholders to effect a change in control
of the board, because in general less than a majority of the members of the board will be elected at a given annual meeting. Because our
board is classified and our certificate of incorporation does not otherwise provide, under Delaware law, our directors may only be removed
for cause.


 


Vacancies in the Board of Directors.
Our certificate of incorporation and bylaws provide that, subject to limitations, any vacancy occurring in our board of directors for
any reason may be filled by a majority of the remaining members of our board of directors then in office, even if such majority is less
than a quorum. Each director elected to fill a vacancy resulting from the death, resignation or removal of a director shall hold office
until the expiration of the term of the director whose death, resignation or removal created the vacancy.


 


Advance Notice of Nominations
and Shareholder Proposals. Our stockholders are required to provide advance notice and additional disclosures in order to nominate
individuals for election to our board of directors or to propose matters that can be acted upon at a stockholders’ meeting, which
may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors
or otherwise attempting to obtain control of our company.


 


Special Meetings of Stockholders.
Under our bylaws, special meetings of stockholders may be called by the directors, or the president or the chairman, and shall be called
by the secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote.


 


No Cumulative Voting. The
DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our certificate of incorporation
provides otherwise. Our certificate of incorporation does not provide for cumulative voting.


 


Listing


 


Our common stock is traded on the
NASDAQ Capital Market under the symbols “PAVM.”


 


Transfer Agent and Registrar 


 


The transfer agent and registrar
for our common stock is Continental Stock Transfer & Trust Company located at 1 State Street, 30th Floor, New York, NY 10004.


 



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Exhibit 4.1


(continued)


 


DESCRIPTION OF SERIES Z WARRANTS


 


The Series Z Warrants are issued
under an amended and restated warrant agreement, dated June 8, 2018, between Continental Stock Transfer & Trust Company, as warrant
agent, and us. In the discussion that follows, we have summarized selected provisions of the amended and restated warrant agreement. This
summary is not complete. This discussion is subject to the provisions the amended and restated warrant agreement and is qualified in its
entirety by reference to the amended and restated warrant agreement. You should read the amended and restated warrant agreement as currently
in effect for provisions that may be important to you.


 


General


 


We currently have 11,937,455 Series
Z Warrants outstanding, as of December 31, 2021. Each Series Z Warrant entitles the registered holder to purchase one share of
our common stock at an exercise price of $1.60 per share, subject to adjustment as discussed below. Each warrant is currently
exercisable and expires on April 30, 2024 at 5:00 p.m., New York City time.


 


Notwithstanding the foregoing, no
Series Z Warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common
stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. If a registration statement
covering the shares of common stock issuable upon exercise of the Series Z Warrants is not effective when the warrants become exercisable,
warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to
maintain an effective registration statement, exercise the Series Z Warrants on a cashless basis in the same manner as if we called the
warrants for redemption and required all holders to exercise their warrants on a “cashless basis.” In such event, each holder
would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by
dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise
price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
for this purpose will mean the average daily volume weighted average price for our common stock for the 10 trading days ending on the
trading day prior to the date of exercise.


 


Redemption


 


We may redeem the outstanding Series
Z Warrants (other than those outstanding prior to this offering held by certain of our senior managers, our founders and members thereof),
at our option, in whole or in part, at a price of $0.01 per warrant:


 


	 	●	at any time while the warrants are exercisable,
	 	 	 
	 	●	upon a minimum of 30 days’ prior written notice of redemption,
	 	 	 
	 	●	if, and only if, the volume weighted average closing price of our common stock equals or exceeds $9.00 (subject to adjustment) for any 20 out of 30 consecutive trading days ending three business days before we send the notice of redemption, provided that the average daily trading volume in the stock during such 30-day period is at least 20,000 shares per day, and
	 	 	 
	 	●	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.


 


The right to exercise will be forfeited unless the
Series Z Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder
of a Series Z Warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender
of such warrant.


 



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Exhibit 4.1


(continued)


 


If we call the Series Z Warrants
for redemption as described above, we will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common
stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied
by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market
value. In this case, the “fair market value” shall mean the average daily volume weighted average price the shares of common
stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders
of warrants.


 


Exercise


 


The exercise price and number of
shares of common stock issuable on exercise of the Series Z Warrants may be adjusted in certain circumstances including in the event of
a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the Series Z Warrants
will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.


 


If a Fundamental Transaction (as
defined in the amended and restated warrant agreement for the Series Z Warrants) is completed, then, upon any subsequent exercise of a
Series Z Warrant, the holders of the Series Z Warrants shall have the right to receive, for each share of our common stock that would
have been issuable upon exercise of a Series Z Warrant immediately prior to the occurrence of such Fundamental Transaction, at the option
of each holder (without regard to the beneficial ownership limitation described below), the number of shares of common stock of the successor
or acquiring corporation or of us, if we are the surviving corporation, and any additional consideration receivable as a result of such
Fundamental Transaction by a holder of the number of shares of our common stock for which the Series Z Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to the beneficial ownership limitation described below).


 


The Series Z Warrants may be exercised
upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form
on the reverse side of the warrant certificate completed and executed as indicated. Within two trading days following the exercise, the
holder will pay in full the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise
their warrants.


 


Except as described above, no Series
Z Warrants will be exercisable and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise
such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the Series Z Warrants is current and the shares
of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder
of the warrants. Under the terms of the amended and restated warrant agreement, we have agreed to use our commercially reasonable best
efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of
the warrants until the expiration of the warrants.


 


No fractional shares will be issued
upon exercise of the Series Z Warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest
in a share, we will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant
holder.


 


We will not effect any exercise
of a Series Z Warrant, and a holder shall not have the right to exercise any portion of a Series Z Warrant, to the extent that after giving
effect to such issuance after exercise as set forth on the applicable subscription form, the holder (together with the holder’s
affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially
own in excess of 4.99% or 9.99% (at the election of the holder) of our common stock outstanding.


 



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Exhibit 4.1


(continued)


 


Warrant Agreement


 


The Series Z Warrants are issued
in registered form under an amended and restated warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The amended and restated warrant agreement provides that the terms of the Series Z Warrants may be amended without the
consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote,
of the holders of two-thirds of the then outstanding warrants in order to make any change that adversely affects the interests of the
registered holders. Notwithstanding the foregoing, we may lower the exercise price or extend the duration of the Series Z Warrants without
the consent of the holders.


 


Listing


 


Our Series Z Warrants are traded
on the NASDAQ Capital Market under the symbols “PAVMZ.”


 


Warrant Agent and Registrar


 


The warrant agent and registrar
for our Series Z Warrants is Continental Stock Transfer & Trust Company located at 1 State Street, 30th Floor, New York, NY 10004.


 



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