PAVmed Closes Preferred Stock and Senior Secured Note Financings, Eliminating All Previously Outstanding Convertible Securities

Rhea-AI Summary

PAVmed (Nasdaq: PAVM) closed a Series D Convertible Preferred Stock financing of $30 million and a $15 million senior secured note (maturing Feb 2029), using proceeds to redeem all prior convertible securities and materially strengthen liquidity.

The Series D includes warrants exercisable for up to an additional $30 million upon publication of a positive EsoGuard Medicare LCD; a stockholder vote to convert Series D at $6.50 per share will be held no later than April 30, 2026.

Positive

• Series D financing raised $30M in preferred stock
• Issued $15M senior secured note maturing February 2029
• Redeemed all prior convertible securities, eliminating overhang
• Net cash of approximately $7.7M available for working capital
• Would add ~$37.7M cash if warrants exercised and conversion approved

Negative

• Conversion of Series D into common stock requires shareholder approval by April 30, 2026
• Warrant exercise is contingent on publication of a positive EsoGuard Medicare LCD
• Potential dilution if Series D converts at $6.50 per share and warrants are exercised

Key Figures

Series D gross proceeds: $30 million Series D warrant capacity: $30 million Senior secured note: $15 million +5 more

8 metrics

Series D gross proceeds $30 million Newly designated Series D Convertible Preferred Stock

Series D warrant capacity $30 million Additional Series D Convertible Preferred Stock upon positive EsoGuard LCD

Senior secured note $15 million New three-year senior secured note maturing February 2029

Conversion price $6.50 per share Proposed common stock conversion price for Series D Preferred

Supportive voting block 25 percent Common stock represented in voting agreements for conversion approval

Cash redemption payment $22.3 million Cash used to redeem preferred and retire convertible debt

Net cash proceeds $7.7 million Remaining cash proceeds available for working capital

Lucid shares held 31 million shares PAVmed’s holdings of Lucid common stock

Market Reality Check

Price: $1.25 Vol: Volume 0.75M is 70% below...

low vol

$1.25 Last Close

Volume Volume 0.75M is 70% below the 20-day average of 2.53M, indicating muted pre-news trading interest. low

Technical LUCD trades above its 200-day MA, with price at 1.25 vs. 200-day MA of 1.16 while still 30.56% below its 52-week high.

Peers on Argus

LUCD slipped -2.34% while peers were mixed: ICAD +3.48%, SERA +1.44%, RCEL +1.42...

LUCD slipped -2.34% while peers were mixed: ICAD +3.48%, SERA +1.44%, RCEL +1.42%, HYPR -3.42%, PROF -9.49%, suggesting stock-specific dynamics rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 21 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 21	VA contract award	Positive	-6.6%	VA contract for EsoGuard across system serving over 9 million veterans.
Sep 16	Executive appointment	Positive	+0.9%	Senior VP hire to drive market access and government affairs for EsoGuard.
Sep 11	Equity offering close	Negative	+4.9%	Closing of 28.75M-share offering at $1.00 and receipt of $26.9M proceeds.
Sep 10	Offering pricing	Negative	-19.7%	Pricing of 25M-share public offering at $1.00 per share with option.
Sep 09	Offering announcement	Negative	-19.7%	Announcement of underwritten common stock offering for working capital.

Pattern Detected

LUCD has sometimes sold off on seemingly positive contract or access news, while dilution-related offerings have produced both sharp declines at announcement and rebounds on closing.

Recent Company History

Over the past several months, Lucid’s news flow has centered on financing and commercial access for the EsoGuard test. In September 2025 it announced and priced a common stock offering around $1.00, with reactions of -19.69% on both the proposed and pricing disclosures, but a later closing produced a +4.9% move. A January 21, 2026 VA contract serving over 9 million veterans led to a -6.61% reaction, underscoring a tendency for some positive operational news to be met with selling.

Market Pulse Summary

This announcement details PAVmed’s restructuring using $30 million of Series D Preferred Stock, a $1...

Analysis

This announcement details PAVmed’s restructuring using $30 million of Series D Preferred Stock, a $15 million senior secured note, and the elimination of prior convertibles, while retaining 31 million Lucid shares. For Lucid, the key contextual factors remain its reliance on reimbursement expansion, such as Medicare decisions, and its history of significant moves around equity offerings and access news. Monitoring future coverage milestones and any direct Lucid financings will be important.

Key Terms

series d convertible preferred stock, senior secured note, medicare local coverage determination, conversion price, +1 more

5 terms

series d convertible preferred stock financial

"The Company has issued $30 million of newly designated Series D Convertible Preferred Stock"

Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.

senior secured note financial

"The Company has concurrently issued a $15 million senior secured note with a February 2029 maturity"

A senior secured note is a debt instrument that ranks high in repayment priority and is backed by specific company assets as collateral, giving holders a legal claim on those assets if the issuer defaults. For investors, that makes these notes generally safer than unsecured or junior debt — like having a lien on a car when you borrow — so they usually pay lower interest but offer better chances of recovering capital in a bankruptcy.

medicare local coverage determination regulatory

"upon publication of a positive draft Medicare local coverage determination (LCD) for the EsoGuard Esophageal DNA Test"

A Medicare Local Coverage Determination (LCD) is a regional decision by Medicare administrators about whether a specific medical test, device, procedure or service will be paid for in their area. It matters to investors because an LCD can determine whether a product actually gets reimbursed and used by healthcare providers—similar to a big buyer deciding which items a store will stock—so it can directly affect sales, adoption and revenue forecasts.

conversion price financial

"approval for the conversion of the Series D Preferred Stock into common stock with a conversion price of $6.50 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

form 8-k regulatory

"included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. Not financial advice.

Series D Preferred Stock offering yielded $30 million of gross proceeds and includes warrants exercisable for up to an additional $30 million upon publication of a positive draft EsoGuard Medicare local coverage determination

Series D Preferred Stock convertible into common stock subject to stockholder approval at an upcoming special meeting

New senior secured note with three-year maturity yielded an additional $15 million of gross proceeds

Proceeds used to redeem and retire all previously outstanding convertible securities, eliminating a significant legacy capital structure overhang

Transactions yielded approximately $7.7 million in net cash proceeds, materially strengthening the Company's balance sheet

NEW YORK, Feb. 4, 2026 /PRNewswire/ -- PAVmed Inc. (Nasdaq: PAVM) ("PAVmed" or the "Company"), a diversified commercial-stage medical technology company, operating in the medical device, diagnostics, and digital health sectors, today announced the closing of preferred stock and senior secured note financings by existing long-term investors, resulting in the elimination of a significant legacy capital structure overhang from previously outstanding convertible securities and a materially strengthened balance sheet.

The Company has issued $30 million of newly designated Series D Convertible Preferred Stock with warrants exercisable for up to an additional $30 million of Series D Convertible Preferred Stock, callable upon publication of a positive draft Medicare local coverage determination (LCD) for the EsoGuard Esophageal DNA Test offered by its subsidiary, Lucid Diagnostics, Inc. (Nasdaq: LUCD) ("Lucid"). The Company will convene a special meeting of its stockholders no later than April 30, 2026, to seek approval for the conversion of the Series D Preferred Stock into common stock with a conversion price of $6.50 per share of common stock. The Company has executed voting agreements with stockholders representing approximately 25 percent of its outstanding common stock in support of such approval. The Company has concurrently issued a $15 million senior secured note with a February 2029 maturity to an existing investor.

The Company used the proceeds from these financings, consisting of a $22.3 million cash payment and the $15 million long-term senior secured note, to redeem all outstanding shares of its Series C Convertible Preferred Stock, and fully retire its outstanding convertible debt. The remaining $7.7 million in net cash proceeds will be available for general working capital purposes. In total, assuming exercise of the associated warrants upon publication of a positive EsoGuard LCD and conversion of the Series D Convertible Preferred Stock upon stockholder approval, these financings would yield a clean capital structure consisting entirely of common stock and long-term debt, while adding approximately $37.7 million in cash to the balance sheet. In addition, PAVmed continues to hold 31 million shares of Lucid common stock on its balance sheet.

"This transaction represents a decisive and transformational positive outcome following more than a year of deliberate, systematic work to permanently fix PAVmed's legacy capital structure by eliminating the overhang of its convertible securities to unlock the full strength of its assets for the benefit of its shareholders," said PAVmed Chairman and Chief Executive Officer, Lishan Aklog, M.D. "We are grateful for the deep commitment of our core long-term investors and their continued confidence in the future of this company and its subsidiaries. Armed with a clean capital structure and substantially strengthened balance sheet, PAVmed is now poised to execute on its founding mission to become a high-growth diversified commercial life sciences company with multiple independently financed subsidiaries leveraging a shared services model. As Lucid's largest common shareholder, PAVmed is exceptionally well positioned to benefit from its upcoming major value inflection points. PAVmed's majority-owned digital health subsidiary, Veris Health Inc., is likewise positioned to accelerate execution of its strategic plan. Finally, we now have the capital structure and resources to actively pursue and capitalize on additional commercial opportunities with the potential to enhance long-term shareholder value."

Additional details regarding the Series D Convertible Preferred Stock, the warrants, the redemption of the Series C Convertible Preferred Stock, the Company's recently outstanding and new debt, and related voting agreements are included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission.

About PAVmed and its Subsidiaries

PAVmed Inc. is a diversified commercial-stage medical technology company operating in the medical device, diagnostics, and digital health sectors. Its subsidiary, Lucid Diagnostics Inc. (NASDAQ: LUCD), is a commercial-stage cancer prevention medical diagnostics company that markets the EsoGuard^® Esophageal DNA Test and EsoCheck^® Esophageal Cell Collection Device—the first and only commercial tools for widespread early detection of esophageal precancer to mitigate the risks of esophageal cancer deaths. Its other subsidiary, Veris Health Inc., is a digital health company focused on enhanced personalized cancer care through remote patient monitoring using implantable biologic sensors with wireless communication along with a custom suite of connected external devices. Veris is concurrently developing an implantable physiological monitor, designed to be implanted alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform.

For more and for more information about PAVmed, please visit pavmed.com.

For more information about Lucid Diagnostics, please visit luciddx.com.

For more information about Veris Health, please visit verishealth.com.

Forward-Looking Statements

This press release includes forward-looking statements that involve risk and uncertainties. Forward-looking statements are any statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of PAVmed's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Risks and uncertainties that may cause such differences include, among other things, volatility in the price of PAVmed's common stock; general economic and market conditions; the uncertainties inherent in research and development, including the cost and time required to advance PAVmed's products to regulatory submission; whether regulatory authorities will be satisfied with the design of and results from PAVmed's clinical and preclinical studies; whether and when PAVmed's products are cleared by regulatory authorities; market acceptance of PAVmed's products once cleared and commercialized; PAVmed's ability to raise additional funding as needed; and other competitive developments. These factors are difficult or impossible to predict accurately and many of them are beyond PAVmed's control. In addition, new risks and uncertainties may arise from time to time and are difficult to predict. For a further list and description of these and other important risks and uncertainties that may affect PAVmed's future operations, see Part I, Item 1A, "Risk Factors," in PAVmed's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as the same may be updated in Part II, Item 1A, "Risk Factors" in any Quarterly Report on Form 10-Q filed by PAVmed after its most recent Annual Report. PAVmed disclaims any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in its expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.

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SOURCE PAVmed Inc.

FAQ

What financing did PAVmed announce on February 4, 2026 and how much did it raise (LUCD)?

PAVmed closed a $30M Series D preferred and a $15M senior secured note on Feb 4, 2026. According to PAVmed, proceeds were used to redeem prior convertible securities and strengthen the balance sheet, leaving about $7.7M net cash for working capital.

How will the Series D preferred convert to common stock and what is the conversion price (LUCD)?

The Series D is convertible into common stock at $6.50 per share, subject to shareholder approval by April 30, 2026. According to PAVmed, voting agreements support roughly 25% of outstanding common stock toward that approval.

What are the conditions for the additional $30 million warrants tied to EsoGuard (LUCD)?

Warrants are exercisable for up to an additional $30M if a positive draft Medicare local coverage determination for EsoGuard is published. According to PAVmed, exercise is contingent on that published LCD event.

How did these financings affect PAVmed's capital structure and liquidity (LUCD)?

The financings eliminated outstanding convertible securities and materially strengthened liquidity, leaving about $7.7M net cash today. According to PAVmed, full exercise and conversion would yield a capital structure of common stock and long-term debt and add roughly $37.7M cash.

When will PAVmed hold the special meeting for Series D conversion approval (LUCD)?

PAVmed will convene a special meeting no later than April 30, 2026 to seek stockholder approval for Series D conversion. According to PAVmed, voting agreements exist with holders representing about 25% of outstanding common stock.