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

News Market Reaction – PAVM

+7.21%

11 alerts

+7.21% News Effect

+43.0% Peak in 4 hr 11 min

+$725K Valuation Impact

$11M Market Cap

0.2x Rel. Volume

On the day this news was published, PAVM gained 7.21%, reflecting a notable positive market reaction. Argus tracked a peak move of +43.0% during that session. Our momentum scanner triggered 11 alerts that day, indicating notable trading interest and price volatility. This price movement added approximately $725K to the company's valuation, bringing the market cap to $11M at that time.

Data tracked by StockTitan Argus on the day of publication.

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.