Form SCHEDULE 13D PAVmed Inc. Filed by: Aklog Lishan
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
PAVmed Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Lishan Aklog 360 MADISON AVENUE, 25TH FLOOR NEW YORK, NY, 10017 (917) 813-1828 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Aklog Lishan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
369,068.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
PAVmed Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
360 MADISON AVENUE, 25TH FLOOR, NEW YORK,
NEW YORK
, 10017. | |
Item 1 Comment:
This Schedule 13D is filed by Lishan Aklog, M.D. ("Dr. Aklog" or the "Reporting Person") with respect to ownership of the common stock, par value $0.001 per share ("Common Stock"), of PAVmed Inc., a Delaware corporation (the "Issuer"). The percentage of beneficial ownership reflected in this Schedule 13D is based upon 7,272,739 shares of Common Stock outstanding as of April 2, 2026. | ||
| Item 2. | Identity and Background | |
| (a) | The name of the Reporting Person is Lishan Aklog, M.D. | |
| (b) | Dr. Aklog's business address is 360 Madison Avenue, 25th Floor, New York, New York 10017. | |
| (c) | Dr. Aklog is the Chairman and Chief Executive Officer of the Issuer and is the Chairman and Chief Executive Officer of Lucid Diagnostics Inc., the Issuer's subsidiary. | |
| (d) | Dr. Aklog has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Dr. Aklog has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Dr. Aklog is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Issuer granted 350,000 shares of restricted Common Stock to Dr. Aklog pursuant to its Seventh Amended and Restated Long-Term Incentive Equity Plan, in consideration of services rendered and to be rendered to the Issuer by Dr. Aklog in his role as Chairman and Chief Executive Officer of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
Dr. Aklog acquired beneficial ownership of the shares of Common Stock described in this Schedule 13D for investment purposes. Dr. Aklog may from time to time acquire beneficial ownership of additional securities for investment purposes, or dispose of securities, in the open market or in private transactions, including upon exercise of options described below and subject to the restricted stock agreements described below. At the date of this Schedule 13D, except as set forth in this Schedule 13D, and as consistent with Dr. Aklog's position as Chairman and Chief Executive Officer of the Issuer, Dr. Aklog has no plans or proposals which would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those actions enumerated above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Dr. Aklog beneficially owns 369,068 shares of Common Stock, comprised of (i) 357,614 shares of Common Stock held by Dr. Aklog, (ii) 45 shares of Common Stock held by HCFP/AG LLC, which Dr. Aklog may be deemed to beneficially own because he serves as a co-manager of such entity, (iii) 9,904 shares of Common Stock held by Pavilion Venture Partners LLC, which Dr. Aklog may be deemed to beneficially own because he serves as manager of such entity, (iv) 10 shares of Common Stock held by Dr. Aklog's children, and (v) 1,495 shares of Common Stock issuable upon the exercise of the options held by Dr. Aklog. | |
| (b) | Dr. Aklog has sole power to vote and dispose of 369,023 shares, comprised of the shares held by Dr. Aklog, the shares held by Pavilion Venture Partners LLC, the shares held by Dr. Aklog's children, and the shares subject to options held by Dr. Aklog.
Dr. Aklog has shared power to vote and dispose of 45 shares, comprised of the shares held by HCFP/AG LLC. | |
| (c) | On April 2, 2026, the Issuer granted Dr. Aklog 350,000 shares of restricted Common Stock, pursuant to the Issuer's Seventh Amended and Restated Long-Term Incentive Equity Plan. | |
| (d) | HCFP/AG LLC, Pavilion Venture Partners LLC and Dr. Aklog's children have the right to receive dividends from, and the proceeds from the sale of, certain of the shares of Common Stock, as described above. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Dr. Aklog is party to option agreements and restricted stock agreements with the Issuer. The option agreements provide for Dr. Aklog to purchase 618, 433, and 444 shares of Common Stock, respectively, at exercise prices of $2,250.00, $904.50, and $715.50, respectively, and expire on April 28, 2026, February 14, 2028 and February 18, 2032, respectively. The restricted stock agreements cover 555, 333, 5,000 and 350,000 shares of restricted stock, respectively, granted to Dr. Aklog on May 1, 2020, April 1, 2021, September 30, 2025 and April 2, 2026, respectively, with single vesting dates of May 20, 2026, May 20, 2026, May 20, 2028 and May 20, 2029, respectively. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Form of option agreement (http://www.sec.gov/Archives/edgar/data/1624326/000149315223007481/ex10-12.htm).
99.2 Form of restricted stock agreement (filed herewith). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
ATTACHMENTS / EXHIBITS
