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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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PAVmed Inc. (Name of Issuer) |
Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) |
70387R403 (CUSIP Number) |
02/21/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 70387R403 |
| 1 | Names of Reporting Persons
Tasso Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 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
2,574,350.00 | ||||||||
| 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)
18.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 70387R403 |
| 1 | Names of Reporting Persons
Dana Carrera | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 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
2,574,350.00 | ||||||||
| 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)
18.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
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, 25TH FLOOR, NEW YORK, NEW YORK, 10017. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by Tasso Partners, LLC ("Tasso Partners") and Dana Carrera ("Ms. Carrera," and together with Tasso Partners, the "Reporting Persons"). Ms. Carrera controls Tasso Capital, LLC, which in turn controls Tasso Partners. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. Any disclosures herein with respect to persons other than the Reporting Persons is made on information and belief after making inquiry to the appropriate party. The filing of this 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 is a limited liability company formed under the laws of Delaware. Ms. 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.:
70387R403 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Tasso Partners beneficially owns 2,574,350 shares of common stock. The number of shares beneficially owned by Tasso Partners excludes 53,974 shares of common stock issuable upon the exercise of warrants held by the Reporting Person that are not currently exercisable and will not become exercisable within 60 days. Ms. Carrera may be deemed to beneficially own the shares of common stock held by Tasso Partners, because Ms. Carrera indirectly controls Tasso Partners. | |
| (b) | Percent of class:
Tasso Partners and Ms. Carrera beneficially own 18.9% of the outstanding shares of common stock. The percentage of beneficial ownership is calculated based on 11,068,566 shares of common stock outstanding as of November 25, 2024, as set forth in the Company's registration statement on Form S-3 filed on December 20, 2024. | |
| (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: 2,574,350
Ms. Carrera: 2,574,350 | ||
| (ii) Shared power to vote or to direct the vote:
Tass Partners: 0
Ms. Carrera:0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Tasso Partners: 2,574,350
Ms. Carrera: 2,574,350 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Tass Partners: 0
Ms. Carrera:0 | ||
| 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. | |
Not Applicable
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| 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.
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| 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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