Form SCHEDULE 13G/A PAVmed Inc. Filed by: Tasso Partners, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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PAVmed Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/27/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Tasso Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
912,996.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
14.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Tasso Partners, LLC owns the shares of common stock of PAVmed Inc. (the "Issuer"); Tasso Capital, LLC is the manager which controls Tasso Partners, LLC and Dana Carrera controls Tasso Capital, LLC. (2) Consists of (i) 912,996 shares of common stock held by the Reporting Person and (ii) 5,365 warrants held by the Reporting Person exercisable for up to 5,365 shares of Series D Preferred Stock at an exercise price of $1,000 per share, each with a stated value of $1,000 and convertible at $6.50 per share into an aggregate of up to 825,385 shares of common stock (which the Issuer may issue directly upon exercise in lieu of the preferred shares), which contain a contractually stipulated 9.99% ownership restriction, which are beneficially owned by Dana Carrera, which is the trustee of GCL Family Trust (the "Trust"), and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. (3) The percentage ownership was calculated based on a denominator which is the sum of 6,383,089 shares of common stock outstanding as of March 27, 2026, as set forth in the Issuer's annual report on Form 10-K filed on March 27, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Dana Carrera | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
974,246.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Tasso Partners, LLC owns the shares of common stock the Issuer; Tasso Capital, LLC is the manager which controls Tasso Partners, LLC and Dana Carrera controls Tasso Capital, LLC. (2) Shared voting and dispositive power consist of (i) 912,996 shares of Common Stock held by Tasso Partners, LLC and (ii) 5,365 warrants held by Tasso Partners, LLC exercisable for up to 5,365 shares of Series D Preferred Stock at an exercise price of $1,000 per share, each with a stated value of $1,000 and convertible at $6.50 per share into an aggregate of up to 825,385 shares of common stock (which the Issuer may issue directly upon exercise in lieu of the preferred shares), which contain a contractually stipulated 9.99% ownership restriction, which are beneficially owned by Dana Carrera, which is the trustee of the Trust, and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. (3) Sole voting and dispositive power consist of 61,250 shares of common stock owned by the Trust, which are beneficially owned by Dana Carrera, the trustee of the Trust. (4) Aggregate amount beneficially owned consists of (i) 912,996 shares of Common Stock held by Tasso Partners, LLC, and (ii) 61,250 shares of common stock owned by the Trust, which are beneficially owned by Dana Carrera, the trustee of the Trust, and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. (5) The percentage ownership was calculated based on a denominator which is the sum of 6,383,089 shares of common stock outstanding as of March 27, 2026, as set forth in the Issuer's annual report on Form 10-K filed on March 27, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
PAVmed Inc. | |
| (b) | Address of issuer's principal executive offices:
360 MADISON AVENUE, 360 MADISON AVENUE, NEW YORK, NEW YORK, 10017. | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 2 to Schedule 13G is filed on behalf of: (1) Tasso Partners, LLC; and (2) Dana Carrera. The foregoing persons are individually referred to as a "Reporting Person" and hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the initial Schedule 13G filed by the Reporting Persons on February 28, 2025, pursuant to which such Reporting Persons have agreed to such Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Amendment No. 2 Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is: P.O. Box 503 Rumson, NJ 07760. | |
| (c) | Citizenship:
Tasso Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dana Carrera is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Tasso Partners, LLC - 912,996 shares of common stock
Dana Carrera - 974,246 shares of common stock | |
| (b) | Percent of class:
Tasso Partners, LLC - 14.3%
Dana Carrera - 15.3% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Tasso Partners, LLC - 0
Dana Carrera - 61,250 | ||
| (ii) Shared power to vote or to direct the vote:
Tasso Partners, LLC - 912,996
Dana Carrera - 912,996 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Tasso Partners, LLC - 0
Dana Carrera - 61,250 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Tasso Partners, LLC - 912,996
Dana Carrera - 912,996 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Tasso Partners, LLC owns certain Issuer shares; Tasso Capital, LLC is the manager which controls Tasso Partners, LLC and Dana Carrera is the trustee of the Trust and controls Tasso Capital, LLC. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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