[10-Q] PAVmed Inc. Quarterly Earnings Report
PAVmed Inc. filed its Q3 2025 10‑Q, reporting very limited operating revenue and a continued focus on restructuring its capital base while relying on related‑party service income. Revenue was $5 thousand for the quarter and $19 thousand year‑to‑date, reflecting the shift away from consolidated Lucid Diagnostics revenue and toward Veris Cancer Care Platform subscriptions.
The company posted a Q3 operating loss of $4.8 million and a net loss attributable to common stockholders of $6.3 million. Year‑to‑date net loss attributable to common stockholders was $1.9 million. Cash was $3.1 million and current liabilities included $6.9 million of Senior Secured Convertible Notes at fair value. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern, citing low revenues, operating losses, and liquidity needs.
Total assets were $38.1 million, including a $31.6 million equity‑method investment in Lucid Diagnostics measured at fair value. The quarter included a $4.4 million unrealized loss on that investment and $3.15 million of management fee income under the Lucid Management Services Agreement. Total stockholders’ equity was $22.5 million, aided by preferred equity activity and capital raises. Shares outstanding were 25,086,881 as of September 30, 2025 and 29,671,925 as of November 7, 2025.
- None.
- Going concern uncertainty: Management states “substantial doubt” about the company’s ability to continue as a going concern within one year after issuance.
- Weak operating revenue: Q3 revenue of
$5 thousand and year‑to‑date$19 thousand underscore limited operating cash generation. - Working capital deficit: Approximately
$6.3 million deficiency as ofSeptember 30, 2025 , with$6.9 million of current Senior Secured Convertible Notes.
Insights
Going concern flagged amid low revenue and tight liquidity.
PAVmed generated Q3 revenue of
The filing notes a working capital deficiency of approximately
Key items to track include subsequent capital raises, any modifications to the September 2022 Senior Convertible Note, and cash collections from the Management Services Agreement with Lucid Diagnostics, which produced
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission
File Number:
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of | (IRS Employer | |
| Incorporation or Organization) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each Class | Trading Symbol(s) | Name of each Exchange on which Registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer | ☐ | Accelerated filed | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(c) of the Exchange Act ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of September 30, 2025 and November 7, 2025, there were
TABLE OF CONTENTS
| Page | ||
| Part I - Financial Information | ||
| Item 1. | Financial Statements | 1 |
| Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2025 and December 31, 2024 | 1 | |
| Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2025 and 2024 | 2 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) for the three and nine months ended September 30, 2025 and 2024 | 3 | |
| Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2025 and 2024 | 7 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 |
| Item 4. | Controls and Procedures | 44 |
| Part II - Other Information | ||
| Item 1. | Legal Proceedings | 45 |
| Item 5. | Other Information | 45 |
| Item 6. | Exhibits | 45 |
| Signature | 46 | |
| Exhibit Index | 47 |
| i |
Part I - Financial Information
Item 1. Financial Statements
PAVMED INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except number of shares and per share data - unaudited)
| September 30, 2025 | December 31, 2024 | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses, deposits, and other current assets | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Equity method investment - at fair value | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Operating lease liabilities, current portion | ||||||||
| Senior Secured Convertible Notes - at fair value | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, less current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 8) | - | |||||||
| Mezzanine Equity | ||||||||
| Preferred stock, $ | — | |||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred stock, $ | ||||||||
| Preferred stock, $ | — | |||||||
| Preferred stock, value | — | |||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total PAVmed Inc. Stockholders’ Equity (Deficit) | ( | ) | ||||||
| Noncontrolling interests | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ||||||
| Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 1 |
PAVMED INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except number of shares and per share data - unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Amortization of acquired intangible assets | — | — | ||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on deconsolidation of subsidiary | — | — | ||||||||||||||
| Change in fair value - equity method investment | ( | ) | ||||||||||||||
| Change in fair value - Senior Secured Convertible Notes | ( | ) | ( | ) | ( | ) | ||||||||||
| Debt extinguishments loss - Senior Secured Convertible Notes | — | ( | ) | ( | ) | ( | ) | |||||||||
| Debt modification expense | — | — | — | ( | ) | |||||||||||
| Management fee income | ||||||||||||||||
| Grant income | — | — | ||||||||||||||
| Other income (expense), net | ( | ) | ||||||||||||||
| Income (loss) before provision for income tax | ( | ) | ||||||||||||||
| Provision for income taxes | — | — | — | — | ||||||||||||
| Net income (loss) before noncontrolling interests | ( | ) | ||||||||||||||
| Net loss attributable to the noncontrolling interests | ||||||||||||||||
| Net income (loss) attributable to PAVmed Inc. | ( | ) | ||||||||||||||
| Less: Series B Convertible Preferred Stock dividends earned | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Series C Convertible Preferred Stock dividends earned | ( | ) | — | ( | ) | — | ||||||||||
| Less: Deemed dividend on Series C Convertible Preferred Stock | ( | ) | — | ( | ) | — | ||||||||||
| Less: Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests | — | — | — | ( | ) | |||||||||||
| Net income (loss) attributable to PAVmed Inc. common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Per share information: | ||||||||||||||||
| Net income (loss) per share attributable to PAVmed Inc. common stockholders – basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) per share attributable to PAVmed Inc. common stockholders – diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average common shares outstanding, basic | ||||||||||||||||
| Weighted average common shares outstanding, diluted | ||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 2 |
PAVMED INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
for the THREE MONTHS ENDED September 30, 2025
(in thousands except number of shares and per share data - unaudited)
| Mezzanine Equity | PAVmed Inc. Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||||||||
| Series C Convertible Preferred Stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Non controlling | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||
| Dividends declared - Series B Convertible Preferred Stock | — | — | — | — | — | — | — | ( | ) | — | — | |||||||||||||||||||||||||||||||||||||
| Vest - restricted stock awards | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Impact of subsidiary equity transactions | — | — | — | — | — | — | — | — | ( | ) | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance - common stock - subsidiary, net of issuance costs | — | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Conversions - Series C Convertible Preferred Stock | — | — | — | — | ( | ) | ( | ) | — | — | — | |||||||||||||||||||||||||||||||||||||
| Reclassification of Series C Convertible Preferred Stock to permanent equity from Mezzanine Equity due to increase in stated value due to dividend capitalization | ( | ) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends earned - Series C Convertible Preferred Stock | — | — | — | — | — | — | — | — | ( | ) | — | — | ||||||||||||||||||||||||||||||||||||
| Deemed dividend on Series C Convertible Preferred Stock | — | — | — | — | — | — | — | — | ( | ) | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation - PAVmed Inc. | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - subsidiary | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance - September 30, 2025 | 3,081 | $ | 1,499,384 | $ | 19,376 | $ | 23,053,498 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 3 |
PAVMED INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
for the NINE MONTHS ENDED September 30, 2025
(in thousands, except number of shares and per share data - unaudited)
| Mezzanine Equity | PAVmed Inc. Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||||||||
| Series C Convertible Preferred Stock | Series B Convertible Preferred Stock | Series
C Convertible Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Non controlling | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | — | $ | — | $ | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Dividends declared - Series B Convertible Preferred Stock | — | — | — | — | — | — | — | ( | ) | — | — | |||||||||||||||||||||||||||||||||||||
| Issue common stock - PAVM ATM Facility | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Vest - restricted stock awards | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Conversions - Senior Secured Convertible Note | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Impact of subsidiary equity transactions | — | — | — | — | — | — | — | — | — | ( | ) | — | ||||||||||||||||||||||||||||||||||||
| Issuance - vendor service agreement | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance - common stock private placement offering with pre-funded warrants and Veris Health common stock issuance, net of issuance costs | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance - common stock - subsidiary, net of issuance costs | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance through debt exchange - Series C Convertible Preferred Stock, net of financing fees | — | — | — | — | — | — | ( | ) | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance through unsecured debt obligation cancellation - Series C Convertible Preferred Stock | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Conversions - Series C Convertible Preferred Stock | — | — | — | — | ( | ) | ( | ) | — | — | — | |||||||||||||||||||||||||||||||||||||
| Initial reclassification of Series C Convertible Preferred Stock from permanent equity to Mezzanine Equity due to partial redemption feature | — | — | ( | ) | ( | ) | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||||||||||||
| Reclassification of Series C Convertible Preferred Stock to permanent equity from Mezzanine Equity due to increase in stated value due to dividend capitalization | ( | ) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends earned - Series C Convertible Preferred Stock | — | — | — | — | — | — | — | — | ( | ) | — | — | ||||||||||||||||||||||||||||||||||||
| Deemed dividend on Series C Convertible Preferred Stock | — | — | — | — | — | — | — | — | ( | ) | — | — | ||||||||||||||||||||||||||||||||||||
| Exercise Pre-funded warrants | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation - PAVmed Inc. | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - subsidiaries | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 4 |
PAVMED INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
for the THREE MONTHS ENDED September 30, 2024
(in thousands, except number of shares and per share data - unaudited)
| PAVmed Inc. Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||
| Series
B Convertible Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Non controlling | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Dividends declared - Series B Convertible Preferred Stock | — | — | — | ( | ) | — | — | |||||||||||||||||||||||||
| Issue common stock - PAVM ATM Facility | — | — | — | — | — | |||||||||||||||||||||||||||
| Vest - restricted stock awards | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Conversions - Senior Secured Convertible Note | — | — | — | — | ||||||||||||||||||||||||||||
| Conversions - subsidiary common stock - Senior Secured Convertible Note | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Impact of subsidiary equity transactions | — | — | — | — | — | ( | ) | — | ||||||||||||||||||||||||
| Issuance - vendor service agreement | — | — | — | — | — | |||||||||||||||||||||||||||
| Stock-based compensation - PAVmed Inc. | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Stock-based compensation - subsidiary | — | — | — | — | — | |||||||||||||||||||||||||||
| Transfer of intellectual property to Lucid Diagnostics Inc | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Deconsolidation of subsidiary | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 5 |
PAVMED INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
for the NINE MONTHS ENDED September 30, 2024
(in thousands, except number of shares and per share data - unaudited)
| PAVmed Inc. Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||
| Series
B Convertible Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Non controlling | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Dividends declared - Series B Convertible Preferred Stock | — | — | — | ( | ) | — | — | |||||||||||||||||||||||||
| Issue common stock - PAVM ATM Facility | — | — | — | — | — | |||||||||||||||||||||||||||
| Vest - restricted stock awards | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Conversions - Senior Secured Convertible Note | — | — | — | — | ||||||||||||||||||||||||||||
| Conversions - subsidiary common stock - Senior Secured Convertible Note | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Exercise - stock options of subsidiary | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Purchase - Employee Stock Purchase Plan | — | — | — | — | — | |||||||||||||||||||||||||||
| Purchase - subsidiary common stock - Employee Stock Purchase Plan | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Impact of subsidiary equity transactions | — | — | — | — | — | ( | ) | — | ||||||||||||||||||||||||
| Issuance - vendor service agreement | — | — | — | — | ||||||||||||||||||||||||||||
| Issuance - subsidiary preferred stock (Series A-1) | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Exchange - subsidiary preferred stock (Series A and Series A-1) | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance through exchange - subsidiary preferred stock (Series B and Series B-1) | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Issuance through sale - subsidiary preferred stock (Series B and Series B-1) | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Subsidiary deemed dividends on preferred stock attributable to noncontrolling interests | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock-based compensation - PAVmed Inc. | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Stock-based compensation - subsidiaries | — | — | — | — | — | |||||||||||||||||||||||||||
| Transfer of intellectual property to Lucid Diagnostics Inc | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Deconsolidation of subsidiary | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net Loss | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||
| Net Income (Loss) | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 6 |
PAVMED INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except number of shares and per share data - unaudited)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) - before noncontrolling interest (“NCI”) | $ | $ | ||||||
| Adjustments to reconcile net income (loss) - before NCI to net cash used in operating activities | ||||||||
| Depreciation and amortization expense | ||||||||
| Stock-based compensation | ||||||||
| Gain on deconsolidation of subsidiary | — | ( | ) | |||||
| Change in fair value - equity method investment | ( | ) | ( | ) | ||||
| Amortization of common stock payment for vendor service agreement | ||||||||
| Change in fair value - Senior Secured Convertible Notes | ||||||||
| Debt extinguishment loss - Senior Secured Convertible Note | ||||||||
| Non-cash lease expense | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses, deposits and current and other assets | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Decrease in cash due to deconsolidation of subsidiary | — | ( | ) | |||||
| Proceeds from sale of intellectual property to Lucid Diagnostics Inc. | — | |||||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds – issue of preferred stock - subsidiary | — | |||||||
| Proceeds – issue of common stock and pre-funded warrants, net of financing fees | — | |||||||
| Proceeds – issue of common stock - subsidiary, net of financing costs | — | |||||||
| Payment – financing costs – debt exchange | ( | ) | — | |||||
| Payment – Senior Secured Convertible Note – acceleration floor payments | — | ( | ) | |||||
| Proceeds – issue of common stock - At-The-Market Facility | ||||||||
| Proceeds – issue common stock – Employee Stock Purchase Plan | — | |||||||
| Proceeds – subsidiary common stock – Employee Stock Purchase Plan | — | |||||||
| Proceeds – exercise of stock options issued under equity plan of subsidiary | — | |||||||
| Net cash flows provided by financing activities | ||||||||
| Net increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 7 |
PAVMED INC.
and SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in these accompanying notes are presented in thousands, except number of shares and per-share amounts.)
Note 1 — The Company
Description of the Business
PAVmed Inc. (“PAVmed” or the “Company”) is structured to be a multi-product life sciences company organized to advance a pipeline of innovative healthcare technologies. Led by a team of highly skilled personnel with a track record of bringing innovative products to market, PAVmed is focused on innovating, developing, acquiring, and commercializing novel products that target unmet medical needs with large addressable market opportunities. Leveraging our corporate structure—a parent company that will establish distinct subsidiaries for each financed asset—we have the flexibility to raise capital at the PAVmed level to fund product development, or to structure financing directly into each subsidiary in a manner tailored to the applicable product, the latter of which is our current strategy given prevailing market conditions.
Our current focus is multi-fold. We continue to support the commercial expansion and execution of EsoGuard, which is the flagship product of our subsidiary Lucid Diagnostics Inc. (Nasdaq: LUCD) (“Lucid” or “Lucid Diagnostics”), of which we remain the shareholder with the largest voting interest. In addition, through a separate majority-owned subsidiary, Veris Health (“Veris” or “Veris Health”), we are focused in the immediate term on entering into strategic partnership opportunities with leading academic oncology systems to expand access to the Veris Cancer Care Platform, while concurrently developing an implantable physiological monitor, designed to be implanted alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform. In terms of other existing products and technologies, we have adopted an incubator-type platform where we are looking to obtain financing on a product-by-product basis as necessary to advance each asset to a meaningful inflection point along its path to commercialization. Finally, as resources permit, we will continue to explore external innovations that fulfill our project selection criteria without limiting ourselves to any target sector, specialty or condition.
Note 2 — Liquidity and Going Concern
The Company’s management is required to assess the Company’s ability to continue as a going concern for the one year period following the date of the financial statements being issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.
The
Company has financed its operations principally through public and private issuances of its common stock, preferred stock, common stock
purchase warrants, and debt. The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic
companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research
and development activities and conducting clinical trials. The Company generated less than $
The
Company incurred a net loss attributable to PAVmed common stockholders of approximately $
The Company’s ability to continue operations 12 months beyond the issuance of the financial statements, will depend upon its ability to control its operating costs within the limits of the amounts collected from its management service contracts with its non-consolidated subsidiaries, to substantially increase its revenues from the Veris Cancer Care platform, and to raise additional capital through various potential sources including equity or debt financings or refinancing or restructuring existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited condensed consolidated financial statements are issued.
| 8 |
Note 3 — Summary of Significant Accounting Policies
Significant Accounting Policies
The Company’s significant accounting policies are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 24, 2025, except as otherwise noted herein below.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of PAVmed and those of its wholly owned subsidiaries and majority-owned subsidiaries entities have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany transactions and balances have been eliminated in consolidation. The Company has a controlling financial interest in Veris Health Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the unaudited condensed consolidated statement of operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest equity ownership of each subsidiary. As of September 10, 2024, PAVmed ceased to have a controlling financial interest in Lucid Diagnostics and therefore PAVmed’s consolidated results of operations include Lucid Diagnostics’ results of operations only through that date. PAVmed accounts for its investment in Lucid Diagnostics using the equity method and the fair value option. See below and Note 4, Equity Method Investment for a discussion on the impact of the deconsolidation of Lucid Diagnostics. See Note 14, Noncontrolling Interest, for a discussion of each of the subsidiaries noted above. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.
As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of December 31, 2024 has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the Company’s unaudited condensed consolidated financial information.
The unaudited condensed consolidated results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 24, 2025.
All amounts in the accompanying unaudited condensed consolidated financial statements and the notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts.
Cash
The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits.
Included
in the Company’s cash as of September 30, 2025 and December 31, 2024 is $
Use of Estimates
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and the determination of corresponding carrying value reserve, if any, and liabilities and the disclosure of contingent losses, as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the estimated fair value of debt obligations and stock-based equity awards. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.
| 9 |
Note 3 — Summary of Significant Accounting Policies - continued
Revenue Recognition
Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. Until September 10, 2024, the date of deconsolidation of Lucid Diagnostics’ operations from the Company’s, the Company’s revenue was primarily generated by Lucid’s laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services were completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Presently, the Company’s revenue is primarily derived from the Veris Cancer Care Platform and contracts with hospitals and cancer care centers. Similarly, ASC 606 five-step principles are equally applicable in determining recognized revenues for the period.
The key aspects considered by the Company include the following:
Contracts—The Company’s customer is primarily the patient, a hospital, or cancer care center, but the Company does not enter into a formal reimbursement contract with a patient. The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing. Patient payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers. The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained.
Performance obligations—A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer. The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. The Company elects the practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year.
Transaction price—The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected to be collected from a contract with a customer may include fixed amounts, variable amounts, or both.
If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved.
When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience.
Allocate transaction price—The transaction price is allocated entirely to the performance obligation contained within the contract with a customer on the basis of the relative standalone selling prices of each distinct good or service.
Practical Expedients—The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less.
| 10 |
Note 3 — Summary of Significant Accounting Policies - continued
Equity Method Investments
Businesses
that are not consolidated, but over which PAVmed exercises significant influence, are accounted for under the equity method of accounting.
The determination as to whether or not PAVmed exercises significant influence with respect to a company depends on an evaluation of several
factors, including, among others, representation on the company’s board of directors and equity ownership level, which is generally
between a
Fair Value Option (“FVO”) Election
Under a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, as amended from time to time, referred to herein as the “September 2022 Senior Convertible Note”, which are accounted under the “fair value option election” as discussed below.
Under a Securities Purchase Agreement dated March 13, 2023, Lucid Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “Lucid March 2023 Senior Convertible Note”, which is accounted under the “fair value option election”, through September 10, 2024, the date of Lucid’s deconsolidation from PAVmed’s results of operations, as discussed below.
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging, (“ASC 815”), a financial instrument containing embedded features and/or options may be required to be bifurcated from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date.
Alternatively, FASB ASC Topic 825, Financial Instruments, (“ASC 825”) provides for the “fair value option” (“FVO”) election. In this regard, ASC 825-10-15-4 provides for the FVO election (to the extent not otherwise prohibited by ASC 825-10-15-5) to be afforded to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations. The estimated fair value adjustment of the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and (through September 10, 2024, Lucid’s deconsolidation date) the Lucid March 2023 Senior Convertible Note, including the component related to accrued interest, is presented in a single line item within other income (expense) in the accompanying unaudited condensed consolidated statement of operations (as provided for by ASC 825-10-50-30(b)). Further, as required by ASC 825-10-45-5, to the extent a portion of the fair value adjustment is attributed to a change in the instrument-specific credit risk, such portion would be recognized as a component of other comprehensive income (“OCI”) (for which there was no such adjustment with respect to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note or (through September 10, 2024, Lucid’s deconsolidation date) the Lucid March 2023 Senior Convertible Note).
See Note 9, Financial Instruments Fair Value Measurements, with respect to the FVO election; and Note 10, Debt, for a discussion of the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and the Lucid March 2023 Senior Convertible Note.
From and after September 10, 2024, the date of Lucid’s deconsolidation from PAVmed’s results of operation, the Company’s investment in Lucid is treated as an equity method investment accounted for using the fair value option. Shares of Lucid Diagnostics common stock have a readily determinable fair value classified as Level 1, in which the fair value is determined based upon quoted market prices in an active market.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The guidance was adopted by the Company effective January 1, 2025, on a prospective basis. The Company does not expect the standard to have a significant impact on its consolidated financial statements in the 2025 Annual Report on Form 10-K.
| 11 |
Note 3 — Summary of Significant Accounting Policies - continued
Recent Accounting Standards Updates Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update enhances financial statement disclosures by requiring public business entities to disclose specified information about certain costs and expenses including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption. The update also requires disclosure of certain amounts that are already required to be disclosed under current GAAP, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this update may be applied either prospectively or retrospectively and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its unaudited condensed consolidated financial statements.
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the impact this update will have on its unaudited condensed consolidated financial statements and disclosures.
Note 4 — Equity Method Investment
After the Company’s deconsolidation of Lucid, the Company accounts for its investment in Lucid as an equity method investment with the election of the fair value option. Due to the Company’s continuing involvement and significant influence over operating and financial policies, Lucid is considered a related party of the Company.
The following presents summarized financial information related to Lucid accounted for under the equity method as of September 30, 2025. This aggregate information has been compiled from the financial statements of Lucid.
Schedule of Aggregate Information from the Financial Statements
| September 30, 2025 | ||||
| Cash | $ | |||
| Other current assets | ||||
| Non-current assets | ||||
| Total assets | ||||
| Current liabilities | ||||
| Non-current liabilities | ||||
| Shareholders’ equity | ||||
| Total liabilities and stockholders’ equity | $ | |||
Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||
| Revenue | $ | $ | ||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
At
September 30, 2025 and December 31, 2024, the fair value of the Company’s investment in Lucid was $
| 12 |
Note 4 — Equity Method Investment - continued
Lucid - Management Services Agreement
Lucid’s
daily operations are also managed in part by personnel employed by the Company, for which the Company records management fee income,
referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with Lucid.
The MSA does not have a termination date, but may be terminated by Lucid. The MSA Fee is charged on a monthly basis and is subject to
periodic adjustment corresponding with changes in the services provided by the Company’s personnel to Lucid, with any such change
in the MSA Fee being subject to approval of the boards of directors of each of the Company and Lucid. The monthly fee due to the Company
from Lucid is $
In connection with the Exchange, the September 2022 Senior Convertible Note was amended to provide that MSA Fees will be paid in cash, and that the Company will be required to set aside 50% of such payments received after January 31, 2025, unless certain conditions are met (the “MSA Reserve Requirement”). However, the Company and the holder have entered into a waiver, pursuant to which, among other things, the holder agreed to waive the MSA Reserve Requirement through November 30, 2025.
Note 5 — Revenue from Contracts with Customers
Revenue Recognized
The
Company recognized less than $
Cost of Revenue
Until
September 10, 2024, the date of deconsolidation of Lucid Diagnostics from PAVmed’s consolidated results, the cost of revenues principally
includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities),
the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties. Presently, cost of revenues
of $
The
Company’s cost of revenue for the three and nine months ended September 30, 2025 was less than $
Note 6 — Prepaid Expenses, Deposits, and Other Current Assets
Prepaid expenses and other current assets consisted of the following as of:
Schedule of Prepaid Expenses and Other Current Assets
| September 30, 2025 | December 31, 2024 | |||||||
| Advanced payments to service providers and suppliers | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Deposits | ||||||||
| Veris Box supplies | ||||||||
| Total prepaid expenses, deposits and other current assets | $ | $ | ||||||
| 13 |
Note 7 — Leases
The Company’s future lease payments as of September 30, 2025, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:
Schedule of Future Minimum Lease Payments for Operating Leases
| 2025 (remainder of year) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total lease payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ |
Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:
Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases
| 2025 | 2024 | |||||||
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | — | $ | — | ||||
| Weighted-average remaining lease term - operating leases (in years) | ||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||
As
of September 30, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases were $
Note 8 — Commitment and Contingencies
Other Matters
In the ordinary course of PAVmed business, particularly as it begins commercialization of its products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.
| 14 |
Note 9 — Financial Instruments Fair Value Measurements
Recurring Fair Value Measurements
The fair value hierarchy table for the periods indicated is as follows:
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis
| Fair Value Measurement on a Recurring Basis at Reporting Date Using1 | ||||||||||||||||
| Level-1 Inputs | Level-2 Inputs | Level-3 Inputs | Total | |||||||||||||
| September 30, 2025 | ||||||||||||||||
| Assets: | ||||||||||||||||
| Investment in Lucid Diagnostics, Inc common stock | $ | $ | — | $ | — | $ | ||||||||||
| Total assets at fair value | $ | $ | — | $ | — | $ | ||||||||||
| Liabilities: | ||||||||||||||||
| Senior Secured Convertible Note - September 2022 | — | — | ||||||||||||||
| Total liabilities at fair value | $ | — | $ | — | $ | $ | ||||||||||
| Level-1 Inputs | Level-2 Inputs | Level-3 Inputs | Total | |||||||||||||
| December 31, 2024 | ||||||||||||||||
| Assets: | ||||||||||||||||
| Investment in Lucid Diagnostics, Inc common stock | $ | $ | — | $ | — | $ | ||||||||||
| Total assets at fair value | $ | $ | — | $ | — | $ | ||||||||||
| Liabilities: | ||||||||||||||||
| Senior Secured Convertible Note - April 2022 | $ | — | $ | — | $ | $ | ||||||||||
| Senior Secured Convertible Note - September 2022 | — | — | ||||||||||||||
| Total liabilities at fair value | $ | — | $ | — | $ | $ | ||||||||||
| 1 |
As
discussed in Note 10, Debt, the Company issued Senior Secured Convertible Notes dated April 4, 2022 and September 8, 2022, with
an initial $
Lucid
Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023, with an initial $
The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs.
| 15 |
Note 9 — Financial Instruments Fair Value Measurements - continued
The estimated fair value of the September 2022 Senior Convertible Note as of September 30, 2025 and the estimated fair value of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note as of December 31, 2024, were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions:
Schedule of Fair Value Assumption Used
| September
2022 Senior Convertible Note: September 30, 2025 | ||||
| Fair Value | $ | |||
| Face value principal payable | $ | |||
| Required rate of return | % | |||
| Conversion Price | $ | |||
| Value of common stock | $ | |||
| Expected term (years) | ||||
| Volatility | % | |||
| Risk free rate | % | |||
| Dividend yield | — | % | ||
April 2022 Senior Convertible Note: | September
2022 Senior Convertible Note: December 31, 2024 | |||||||
| Fair Value | $ | $ | ||||||
| Face value principal payable | $ | $ | ||||||
| Required rate of return | % | % | ||||||
| Conversion Price | $ | $ | ||||||
| Value of common stock | $ | $ | ||||||
| Expected term (years) | ||||||||
| Volatility | % | % | ||||||
| Risk free rate | % | |||||||
| Dividend yield | — | % | — | % | ||||
The estimated fair values recognized utilized PAVmed’s common stock price, along with certain Level 3 inputs (as presented in the respective tables above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the respective common stock prices, as compared to the floor price on conversions, the dividend yields, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, probability weighting on the likelihood as of December 31, 2024 of shareholder approval of the then-pending exchange of the April 2022 Senior Convertible Note and a portion of the September 2022 Senior Convertible Note for shares of the Company’s Series C Preferred Stock (which exchange was approved and consummated in January 2025), assumptions regarding the estimated volatility in the value of the respective common stock prices. Changes in these assumptions can materially affect the recognized estimated fair values.
| 16 |
Note 10 — Debt
The fair value and face value principal outstanding of the Senior Convertible Notes as of the dates indicated are as follows:
Summary of Outstanding Debt
| Contractual Maturity Date | Stated Interest Rate | Conversion Price per Share | Face
Value Principal Outstanding | Fair Value | ||||||||||||||
| September 2022 Senior Convertible Note | % | $ | ||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ||||||||||||||||
| Contractual Maturity Date | Stated Interest Rate | Conversion Price per Share | Face
Value Principal Outstanding | Fair Value | ||||||||||||||
| April 2022 Senior Convertible Note | % | $ | $ | $ | ||||||||||||||
| September 2022 Senior Convertible Note | % | $ | ||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ||||||||||||||||
The changes in the fair value of debt during the three and nine months ended September 30, 2025 is as follows:
Schedule of Changes in Fair Value of Debt
April 2022 Senior Convertible Note | September
2022 Senior Convertible Note | Sum of Balance Value | Other Income (expense) | |||||||||||||
| Fair Value at June 30, 2025 | $ | — | $ | $ | $ | — | ||||||||||
| Installment repayments – common stock | ||||||||||||||||
| Non-installment payments – common stock | ||||||||||||||||
| Principal paydown through exchange | ||||||||||||||||
| Non-installment payment through exchange | ||||||||||||||||
| Change in fair value | — | ( | ) | |||||||||||||
| Fair Value at September 30, 2025 | $ | — | $ | $ | - | |||||||||||
| Other Income (Expense) - Change in fair value – three month period ended September 30, 2025 | $ | ( | ) | |||||||||||||
| April
2022 Senior Convertible Note | September
2022 Senior Convertible Note | Sum
of Balance Sheet Fair Value Components | Other Income (expense) | |||||||||||||
| Fair Value - December 31, 2024 | $ | $ | $ | $ | — | |||||||||||
| Installment repayments – common stock | — | ( | ) | ( | ) | — | ||||||||||
| Non-installment payments – common stock | — | ( | ) | ( | ) | — | ||||||||||
| Principal paydown through exchange | ( | ) | ( | ) | ( | ) | — | |||||||||
| Non-installment payment through exchange | ( | ) | ( | ) | ( | ) | — | |||||||||
| Change in fair value | ( | ) | ||||||||||||||
| Fair Value at September 30, 2025 | $ | — | $ | $ | - | |||||||||||
| Other Income (Expense) - Change in fair value – nine months ended September 30, 2025 | $ | ( | ) | |||||||||||||
| 17 |
Note 10 — Debt - continued
The changes in the fair value of debt during the three and nine months ended September 30, 2024 is as follows:
| April 2022 Senior Convertible Note | September 2022 Senior Convertible Note | Lucid March 2023 Senior Convertible Note | Sum of Balance Sheet Fair Value Components | Other Income (expense) | ||||||||||||||||
| Fair Value at June 30, 2024 | $ | $ | $ | $ | $ | — | ||||||||||||||
| Installment repayments – common stock | — | ( | ) | ( | ) | ( | ) | — | ||||||||||||
| Non-installment payments – common stock | — | ( | ) | ( | ) | ( | ) | — | ||||||||||||
| Deconsolidation of Lucid Diagnostics | — | — | ( | ) | ( | ) | — | |||||||||||||
| Change in fair value | ( | ) | — | ( | ) | |||||||||||||||
| Fair Value at September 30, 2024 | $ | $ | $ | — | $ | - | ||||||||||||||
| Other Income (Expense) - Change in fair value – three months period ended September 30, 2024 | $ | |||||||||||||||||||
| April 2022 Senior Convertible Note | September 2022 Senior Convertible Note | Lucid March 2023 Senior Convertible Note | Sum of Balance Sheet Fair Value Components | Other Income (expense) | ||||||||||||||||
| Fair Value - December 31, 2023 | $ | $ | $ | $ | $ | — | ||||||||||||||
| Fair Value - Beginning of Period | $ | $ | $ | $ | $ | — | ||||||||||||||
| Installment repayments – common stock | — | ( | ) | ( | ) | ( | ) | — | ||||||||||||
| Non-installment payments – common stock | — | ( | ) | ( | ) | ( | ) | — | ||||||||||||
| Deconsolidation of Lucid Diagnostics | — | — | ( | ) | ( | ) | — | |||||||||||||
| Change in fair value | ( | ) | ( | ) | ||||||||||||||||
| Fair Value at September 30, 2024 | $ | $ | $ | — | $ | - | ||||||||||||||
| Fair Value - Ending of Period | $ | $ | $ | — | $ | - | ||||||||||||||
| Other Income (Expense) - Change in fair value – nine months period ended September 30, 2024 | $ | ( | ) | |||||||||||||||||
PAVmed - Senior Secured Convertible Notes
The
Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible
Note”, with such note having a $
The
Company issued an additional Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022
Senior Convertible Note”, with such note having a $
In
the nine months ended September 30, 2025, approximately $
| 18 |
Note 10 — Debt - continued
Debt Exchange Agreement
On
November 15, 2024, the Company entered into the Debt Exchange Agreement with the holder of the April 2022 Senior Convertible Note and
the September 2022 Senior Convertible Note. The Debt Exchange Agreement provided for the exchange of $
On
November 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series C Securities Purchase Agreement”)
with the Holder of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note. The Series C Securities Purchase
Agreement provided for the purchase of
Under
the Debt Exchange Agreement discussed above, effective as of consummation on the Exchange as of January 17, 2025, the Company also agreed
to certain amendments and modifications to the September 2022 Convertible Note, including, without limitation, that the conversion price
thereunder was reset to $
Lucid Diagnostics - Senior Secured Convertible Note
Following the deconsolidation of Lucid, the Lucid March 2023 Senior Convertible Note is no longer reflected in the Company’s consolidated balance sheets.
During
the three and nine months ended September 30, 2024, the Company recognized debt extinguishment losses in total of approximately $
See Note 9, Financial Instruments Fair Value Measurements, for a further discussion of fair value assumptions.
Note 11 — Stock-Based Compensation
PAVmed Inc. 2014 Long-Term Incentive Equity Plan
The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”) is designed to enable PAVmed to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of PAVmed. The types of awards that may be granted under the PAVmed 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the PAVmed compensation committee.
A
total of
| 19 |
Note 11 — Stock-Based Compensation - continued
PAVmed Stock Options
PAVmed stock options granted under the PAVmed 2014 Equity Plan and stock options granted outside such plan are summarized as follows:
Schedule of Summarizes Information About Stock Options
| Number
of Stock Options | Weighted Average Exercise Price | Remaining Contractual Term (Years) | Intrinsic Value(2) | |||||||||||||
| Outstanding stock options at December 31, 2024 | $ | $ | ||||||||||||||
| Granted(1) | $ | |||||||||||||||
| Exercised | — | $ | — | |||||||||||||
| Forfeited | ( | ) | $ | |||||||||||||
| Outstanding stock options at September 30, 2025(3) | $ | $ | — | |||||||||||||
| Vested and exercisable stock options at September 30, 2025 | $ | $ | — | |||||||||||||
| (1) | |
| (2) | |
| (3) |
In
January 2025, the Company accepted from employees the voluntary forfeiture of approximately
On
July 16, 2025, the Company granted
PAVmed Restricted Stock Awards
PAVmed restricted stock awards granted under the PAVmed 2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:
Schedule of Restricted Stock Award Activity
| Number
of Restricted Stock Awards | Weighted
Average Grant Date Fair Value | |||||||
| Unvested restricted stock awards as of December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | — | — | ||||||
| Unvested restricted stock awards as of September 30, 2025 | $ | |||||||
On
September 30, 2025, the Company awarded
Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan
The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan discussed above. The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics compensation committee.
Following the deconsolidation of Lucid, the Lucid Diagnostics 2018 Long-Term Equity Plan is no longer reflected in the Company’s unaudited condensed consolidated statements of operations. Lucid continues to be responsible for administering its equity plan. See Note 4, Equity Method Investment, for additional information on the deconsolidation of Lucid Diagnostics.
| 20 |
Note 11 — Stock-Based Compensation - continued
Consolidated Stock-Based Compensation Expense
The consolidated stock-based compensation expense recognized by each of PAVmed and (through September 10, 2024, the date of PAVmed’s deconsolidation of Lucid) Lucid Diagnostics for both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:
Schedule of Stock-Based Compensation Expense
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cost of revenue | $ | — | $ | $ | — | $ | ||||||||||
| Sales and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||
Stock-Based Compensation Expense Recognized by Lucid Diagnostics
As noted, the consolidated stock-based compensation expense presented above is inclusive of stock-based compensation expense recognized by Lucid Diagnostics (through September 10, 2024, the date of PAVmed’s deconsolidation of Lucid) inclusive of each of: stock options granted under the PAVmed 2014 Equity Plan to the three physician inventors of the intellectual property underlying the Amended CWRU License Agreement; and stock options and restricted stock awards granted to employees of PAVmed and non-employee consultants under the Lucid Diagnostics 2018 Equity Plan. The stock-based compensation expense recognized by Lucid Diagnostics (through September 10, 2024, the date of PAVmed’s deconsolidation of Lucid) for both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:
Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
| 2024 | 2024 | |||||||
| Lucid Diagnostics 2018 Equity Plan – cost of revenue | $ | $ | ||||||
| Lucid Diagnostics 2018 Equity Plan – sales and marketing | ||||||||
| Lucid Diagnostics 2018 Equity Plan – general and administrative | ||||||||
| Lucid Diagnostics 2018 Equity Plan – research and development | ||||||||
| PAVmed 2014 Equity Plan - cost of revenue | ||||||||
| PAVmed 2014 Equity Plan - sales and marketing | ||||||||
| PAVmed 2014 Equity Plan - general and administrative | ||||||||
| PAVmed 2014 Equity Plan - research and development | ||||||||
| Total stock-based compensation expense – recognized by Lucid Diagnostics | $ | $ | ||||||
| Total stock-based compensation expense | $ | $ | ||||||
The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under the PAVmed 2014 Equity Plan, as discussed above, is as follows:
Schedule of Unrecognized Compensation Expense
Unrecognized Expense | Weighted Average Remaining Service Period (Years) | |||||||
| PAVmed 2014 Equity Plan | ||||||||
| Stock Options | $ | |||||||
| Restricted Stock Awards | $ | |||||||
| 21 |
Note 11 — Stock-Based Compensation - continued
Stock-based
compensation expense recognized with respect to stock options granted under the PAVmed 2014 Equity Plan was based on a weighted average
estimated fair value of such stock options of $
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Expected term of stock options (in years) | ||||||||
| Expected stock price volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Expected dividend yield | — | % | — | % | ||||
Stock-based
compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted
average estimated fair value of such stock options of $
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions
| Nine
Months Ended September 30, | ||||
| 2024 | ||||
| Expected term of stock options (in years) | ||||
| Expected stock price volatility | % | |||
| Risk free interest rate | % | |||
| Expected dividend yield | — | % | ||
PAVmed Inc. Employee Stock Purchase Plan (“PAVmed ESPP”)
Effective September 18, 2024, PAVmed’s compensation committee temporarily suspended any participation in the PAVmed ESPP. Accordingly, no shares of common stock of the Company have been purchased under the PAVmed ESPP since March 31, 2024.
A
total of
Note 12 — Preferred Stock
As
of September 30, 2025 and December 31, 2024, there were
PAVmed Series B Convertible Preferred Stock Dividends
The
Series B Convertible Preferred Stock is issued pursuant to the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations
of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”), has a par value
of $
The
PAVmed Inc. Series B Convertible Preferred Stock dividends are
| 22 |
Note 12 — Preferred Stock - continued
PAVmed Series B Convertible Preferred Stock Dividends Earned
The
Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed
common stockholders for each of the respective corresponding periods presented in the accompanying condensed consolidated statement of
operations, inclusive of $
PAVmed Series B Convertible Preferred Stock Dividends Declared
During
the nine months ended September 30, 2025, the Company’s board of directors declared an aggregate of approximately $
During
the nine months ended September 30, 2024, the Company’s board of directors declared an aggregate of approximately $
Subsequent
to September 30, 2025, on November 4, 2025, the Company’s board of directors declared a PAVmed Series B Convertible Preferred
Stock dividend, earned as of September 30, 2025, of $
The PAVmed Series B Convertible Preferred Stock dividends are recognized as a dividend payable liability only upon the dividend being declared payable by the Company’s board of directors. Accordingly, the dividends declared payable subsequent to the date of the accompanying consolidated balance sheet were not recognized as a dividend payable liability as the Company’s board of directors had not declared the dividends payable as of each such date.
PAVmed Series C Convertible Preferred Stock
The
Series C Preferred Stock is issued pursuant to the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of
Series C Convertible Preferred Stock (“Series C Convertible Preferred Stock Certificate of Designation”) and has a par value
of $
The stated value of each
share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, is convertible at any time, in whole or in part, at the
holder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $
| 23 |
Note 12 — Preferred Stock - continued
If the Company grants, issues or sells (or enters into any agreement to grant, issue or sell) or is deemed to have granted, issued or sold, any shares of common stock, for consideration per share less than the fixed conversion price then in effect, then immediately after such issuance, the fixed conversion price shall be reduced to an amount equal to such lower price.
The
Company has the right to redeem all, but not less than all, of the shares of Series C Preferred Stock at a redemption price equal to
Upon
a Change of Control (as defined in the Series C Convertible Preferred Stock Certificate of Designation), a holder of the Series C Preferred
Stock has the right to require the Company to redeem all, or any portion, of the holder’s shares of Series C Preferred Stock at
a price equal to
A
holder may not convert any of the shares of Series C Preferred Stock, to the extent that, after giving effect to such conversion, such
holder (together with certain of its affiliates and other related parties) would beneficially own in excess of
The Company and its subsidiaries (other than Lucid) are subject to certain customary affirmative and negative covenants regarding the rank of the Series C Preferred Stock, the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates and the ability to complete stock splits, among other customary matters. The Company also is subject to a financial covenant requiring that it maintain its cash flow on a break-even basis.
On
February 18, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q1 2025 Waiver”),
pursuant to which, among other things, the holder granted certain waivers related to the Series C Preferred Stock, including waivers
necessary to permit the Company and Veris to consummate the Offering (as described in Note 13, Common Stock and Common Stock Purchase
Warrants). In consideration of such waivers, the Company agreed to reduce temporarily, and the holder of the Series C Preferred Stock
consented to reducing temporarily, the contractual conversion price under the Series C Preferred Stock to $
On
March 18, 2025, the Company and the holder of the Series C Preferred Stock agreed to modify the terms of the Q1 2025 Conversion Price
Reduction by increasing the maximum number of shares that could be converted at the reduced conversion price of $
| 24 |
Note 12 — Preferred Stock - continued
On
April 21, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q2 2025 Waiver”),
with substantially similar terms to the Q1 2025 Waiver, described above, including to reduce the contractual conversion price under the
Series C Preferred Stock to $
In
addition, pursuant to the Q2 2025 Waiver, the Company granted the holder of the Series C Preferred Stock the right, exercisable through
June 30, 2025, to elect to exchange up to $
Further,
on June 16, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q3 2025
Waiver”), pursuant to which, among other things, the adjustment period and waiver period end dates set forth in the Q2 2025
Waiver were extended from June 30, 2025 to September 30, 2025. The Q3 2025 Waiver also included provisions designed to facilitate
the Veris June 2025 Equity Offering, as further in Note 14, Noncontrolling Interest. Under the terms of the waiver, the
parties agreed that an amount of the Series C Preferred Stock equal to 50% of the gross proceeds raised in certain future financings
would be exchanged, effective as of December 16, 2025, for an equivalent increase in the amount outstanding under the September 2022
Senior Convertible Note (subject to certain terms and conditions). On June 23, 2025, Veris Health entered into subscription
agreements to sell shares of Veris Health common stock and warrants, resulting in proceeds of $
Between
July and September 2025, the Company and the holder of the Series C Preferred Stock agreed to a series of increases to the maximum number
of shares issuable upon the conversion of the Series C Preferred at the reduced conversion price of $
Subsequent to September 30, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q4 2025 Waiver”), pursuant to which, among other things, the adjustment period and waiver period end dates set forth in the Q2 2025 Waiver (as extended by the Q3 2025 Waiver) were extended from September 30, 2025 to November 30, 2025.
Moreover,
on October 23, 2025, the Company and the holder of the Series C Preferred Stock agreed to increase the maximum number of shares that
could be issued on conversion of the Series C Preferred at the reduced conversion price of $
The
Company recognized the incremental value associated with the Q1 2025 Conversion Price Reduction as two deemed dividend charges in
the aggregate of $
The
Company also recognized incremental value associated with the Q2 2025 Waiver (and the conversion price adjustments made pursuant thereto)
as three additional deemed dividend charges in the aggregate of $
| 25 |
Note 12 — Preferred Stock - continued
The
Company also recognized incremental value associated with the Q3 2025 Waiver (and the conversion price adjustments made pursuant thereto)
as three additional deemed dividend charges in the aggregate of $
The
Q2 2025 Exchange Right granted pursuant to the Q2 2025 Waiver (the end date for the exercise of which was extended through September
30, 2025 pursuant to the Q3 2025 Waiver) provided the holder with a substantive redemption feature outside of the Company’s
control during the waiver period. As a result, the affected Series C Preferred Stock no longer met the criteria for classification
as permanent equity. Accordingly, the Company reclassified $
On
March 31, 2025, the Company elected to capitalize the Series C Preferred Stock dividend earned as of March 31, 2025 of $
In
the nine months ended September 30, 2025, the Company issued
Note 13 — Common Stock and Common Stock Purchase Warrants
Common Stock
| 26 |
The Company has
scheduled a special meeting of the stockholders for December 5, 2025 at which it will be seeking approval an amendment to the
Company’s Certificate of Incorporation to effect (i) a reserve stock split of the Company’s outstanding shares of common
stock at a ratio ranging from
Note 13 — Common Stock and Common Stock Purchase Warrants - continued
In
the nine months ended September 30, 2025,
In
the nine months ended September 30, 2025, the Company sold
In
the nine months ended September 30, 2025, the Company issued
On
February 21, 2025, the Company and Veris, pursuant to subscription agreements, dated as of February 18, 2025 (each, a
“Subscription Agreement”) they entered into with certain accredited investors (collectively, the
“Investors”), consummated an offering (the “Offering”) of
Each Subscription Agreement contains customary representations, warranties, covenants and indemnities of the Company and the Investors, as well as a covenant by the Company to provide the Investors with protection against subsequent equity raises by the Company or Veris at a lower purchase price (solely to the extent the Investors continue to hold the shares issued in the Offering), with such protection to be effected through the issuance of additional shares of Veris’ common stock. In addition, the Company (i) granted the Investors a 100% participation right in future offerings of equity securities of the Company or its majority-owned subsidiaries, subject to existing participation rights of the Company’s debt holder, and (ii) agreed not to incur, and not to permit its majority-owned subsidiaries to incur, any indebtedness until August 18, 2026, subject to certain exceptions. In accordance with the Subscription Agreement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to file a registration statement covering the resale of the shares of the Company’s common stock issued in the Offering, including the shares underlying the Pre-Funded Warrants. This registration statement was filed and became effective as of April 15, 2025.
Common Stock Purchase Warrants
As
of December 31, 2024, the Series Z Warrants outstanding totaled
| 27 |
Note 14 — Noncontrolling Interest
The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows:
Schedule of Noncontrolling Interest of Stockholders' Equity
| September 30, 2025 | ||||
| NCI – equity - December 31, 2024 | $ | ( | ) | |
| Net loss attributable to NCI | ( | ) | ||
| Impact of subsidiary equity transactions | ( | ) | ||
| Veris Health issuance of common stock for settlement of vendor service agreement | ||||
| Veris Offerings | ||||
| Stock-based compensation expense - Veris Health 2021 Equity Plan | ||||
| NCI – equity – September 30, 2025 | $ | ( | ) | |
The consolidated NCI presented above is with respect to the Company’s consolidated subsidiaries as a component of consolidated total stockholders’ equity as of September 30, 2025 and December 31, 2024; and the recognition of a net loss attributable to the NCI in the unaudited condensed consolidated statement of operations for the periods beginning on the acquisition date of the respective subsidiaries.
Lucid Diagnostics — Deconsolidation
Lucid Diagnostics — Intercompany Obligation Settlement; Special Distribution
On
January 26, 2024, PAVmed elected to receive payment of $
Veris Health
As
of September 30, 2025, there were
On
June 23, 2025, Veris entered into subscription agreements (each, a “Veris June 2025 Subscription Agreement”) with certain
accredited investors (collectively, the “June 2025 Investors”), pursuant to which Veris agreed to sell and the Investors
agreed to purchase (the “June 2025 Offering”)
On
the same day, Veris consummated the June 2025 Offering, generating gross proceeds to Veris of approximately $
The Veris June 2025 Subscription Agreements contain customary representations, warranties, covenants and indemnities of Veris and the June 2025 Investors, as well as a covenant by Veris to provide the June 2025 Investors with protection against subsequent equity raises by Veris at a lower valuation (solely to the extent the June 2025 Investors continue to hold the shares issued in the June 2025 Offering), with such protection to be effected through the issuance of additional shares of Veris Common Stock. In addition, Veris granted certain of the June 2025 Investors a 100% participation right in future offerings of equity securities by Veris, subject to existing participation rights of the Company’s debt holder, and agreed not to incur any indebtedness until December 23, 2026, subject to certain exceptions. In accordance with the Veris June 2025 Subscription Agreement, Veris also entered into a registration rights agreement (the “Registration Rights Agreement”) with the June 2025 Investors, pursuant to which Veris granted the June 2025 Investors customary demand and piggyback registration rights. The June 2025 Investors may exercise the demand registration rights only if Veris consummates a going public transaction.
| 28 |
Note 14 — Noncontrolling Interest - continued
Subsequent to September 30, 2025, on October 7, 2025, we announced the launch of the commercial phase of Veris’ strategic partnership with The Ohio State University Comprehensive Cancer Center – Arthur G. James Cancer Hospital and Richard J. Solove Research Institute (“OSUCCC – James”). In conjunction with such event and pursuant to a previously executed strategic partnership agreement between Veris and OSUCCC — James, OSUCCC — James earned a 2% equity interest in Veris (which, when issued, would dilute the other Veris shareholders proportionately).
Note 15 — Net Income (Loss) Per Share
The Net income (loss) per share - attributable to PAVmed Inc. - basic and diluted and Net income (loss) per share - attributable to PAVmed Inc. common stockholders - basic and diluted - for the respective periods indicated - is as follows:
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator | ||||||||||||||||
| Net income (loss) - before noncontrolling interest | $ | ( | ) | $ | $ | $ | ||||||||||
| Net income (loss) attributable to noncontrolling interest | ||||||||||||||||
| Net income (loss) - as reported, attributable to PAVmed Inc. | $ | ( | ) | $ | $ | $ | ||||||||||
| Series B Convertible Preferred Stock dividends – earned | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Series C Convertible Preferred Stock dividends - earned | $ | ( | ) | $ | — | $ | ( | ) | $ | — | ||||||
| Deemed dividend on Series C Convertible Preferred Stock | ( | ) | $ | — | $ | ( | ) | $ | — | |||||||
| Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests | $ | — | $ | — | $ | — | $ | ( | ) | |||||||
| Net income (loss) attributable to PAVmed Inc. common stockholders used in basic EPS calculation | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Fair Value Adjustment for diluted EPS calculation | $ | — | $ | ( | ) | $ | — | $ | ||||||||
| Add back: Series B Convertible Preferred Stock dividends | $ | — | $ | $ | — | $ | — | |||||||||
| Net income (loss) attributable to PAVmed Inc. common stockholders used in dilutive EPS calculation | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Denominator | ||||||||||||||||
| Weighted average common shares outstanding, basic | ||||||||||||||||
| Add: Restricted stock awards | — | — | ||||||||||||||
| Add: Senior Convertible Note | — | — | ||||||||||||||
| Add: Series B Convertible Preferred Stock | — | — | — | |||||||||||||
| Weighted average common shares outstanding, diluted | ||||||||||||||||
| Net income (loss) per share (1) | ||||||||||||||||
| Net income (loss) per share attributable to PAVmed Inc. common stockholders, basic (1) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) per share attributable to PAVmed Inc. common stockholders, diluted (1) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| (1) |
| 29 |
Note 15 — Net Income (Loss) Per Share - continued
The common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive, are as follows:
The Series B Convertible Preferred Stock dividends earned as of each of the respective periods noted, are included in the calculation of basic and diluted net loss attributable to PAVmed common stockholders for each respective period presented. Notwithstanding, the Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by the Company’s board of directors.
Basic weighted-average number of shares of common stock outstanding for the three and nine months ended September 30, 2024 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for the three and nine months ended September 30, 2025, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows:
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Stock options | ||||||||
| Restricted stock awards | — | |||||||
| Series Z Warrants | — | |||||||
| Senior Convertible Note | — | |||||||
| Series B Convertible Preferred Stock | ||||||||
| Series C Convertible Preferred Stock | — | |||||||
| Total | ||||||||
The
total stock options are inclusive of
Note 16 — Segment Information
PAVmed is structured to be a multi-product life sciences company organized to advance a pipeline of innovative healthcare technologies. PAVmed is focused on innovating, developing, acquiring, and commercializing novel products that target unmet medical needs with large addressable market opportunities. Leveraging our corporate structure—a parent company that will establish distinct subsidiaries for each financed asset—we have the flexibility to raise capital at the PAVmed level to fund product development, or to structure financing directly into each subsidiary in a manner tailored to the applicable product, the latter of which is our current strategy given prevailing market conditions.
Our
current focus is multi-fold. We continue to support the commercial expansion and execution of EsoGuard, which is the flagship product
of our subsidiary Lucid, of which we remain the shareholder with the largest voting interest. In addition, through a separate majority-owned
subsidiary, Veris Health, we are focused in the immediate term on entering into strategic partnership opportunities with leading academic
oncology systems to expand access to the Veris Cancer Care Platform, while concurrently developing an implantable physiological monitor,
designed to be implanted alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform. The Company manages
the business activities on a consolidated basis and operates in
PAVmed’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM uses consolidated net income(loss) to assess segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. The Company’s significant segment expenses and other segment items align with the financial statements line items presented in the consolidated statements of operations.
During the three and nine months ended September 30, 2025 and 2024, revenues resulting from subscription revenue or patient laboratory test results was concentrated in the United States. The measure of segment assets is reported on the balance sheet as total consolidated assets, and concentrated in the United States.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our unaudited condensed consolidated financial condition and results of operations should be read together with our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”).
Unless the context otherwise requires, (i) “we”, “us”, and “our”, and the “Company” and “PAVmed” refer to PAVmed Inc. and its subsidiaries, including its subsidiary Lucid Diagnostics Inc. (“Lucid Diagnostics” or “Lucid”) and its majority-owned subsidiary Veris Health Inc. (“Veris Health” or “Veris”), (ii) “FDA” refers to the Food and Drug Administration, (iii) “510(k)” refers to a premarket notification, submitted to the FDA by a manufacturer pursuant to § 510(k) of the Food, Drug and Cosmetic Act and 21 CFR § 807 subpart E, (iv) “CLIA” refers to the Clinical Laboratory Improvement Amendments of 1988 and associated regulations set forth in 42 CFR § 493, and (v) “LDT” refers to a diagnostic test, defined by the FDA as “an IVD that is intended for clinical use and designed, manufactured and used within a single laboratory,” which is generally subject only to self-certification of analytical validity under the CMS CLIA program.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”), including the discussion and analysis of our unaudited condensed consolidated financial condition and results of operations, contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from those expressed or implied in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Item 1A of Part I of the Form 10-K under the heading “Risk Factors.”
Important factors that may affect our actual results include:
| ● | our limited operating history; | |
| ● | our financial performance, including our ability to generate revenue; | |
| ● | our ability to obtain regulatory approval for the commercialization of our products; | |
| ● | the risk that the FDA will cease to exercise enforcement discretion with respect to LDTs, like EsoGuard; | |
| ● | the ability of our products to achieve market acceptance; | |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors; | |
| ● | our potential ability to obtain additional financing when and if needed; | |
| ● | our ability to protect our intellectual property; | |
| ● | our ability to complete strategic acquisitions; | |
| ● | our ability to manage growth and integrate acquired operations; | |
| ● | the potential liquidity and trading of our securities; | |
| ● | our regulatory and operational risks; | |
| ● | cybersecurity risks; | |
| ● | risks related to health-related emergencies; and | |
| ● | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing. |
In addition, our forward-looking statements do not reflect the potential impact of any future financings, acquisitions, mergers, dispositions, joint ventures or investments we may make.
We may not actually achieve the results, plans, and/or objectives disclosed in our forward-looking statements, and the intended or expected results, developments and/or other events disclosed in our forward-looking statements may not actually occur, and accordingly you should not place undue reliance on our forward-looking statements. You should read this Quarterly Report on Form 10-Q and the documents we have filed as exhibits to this Form 10-Q and the Form 10-K completely and with the understanding our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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Overview
PAVmed is a multi-product life sciences company organized to advance a pipeline of innovative healthcare technologies. Led by a team of highly skilled personnel with a track record of bringing innovative products to market, PAVmed is focused on innovating, developing, acquiring, and commercializing novel products that target unmet needs with large addressable market opportunities. Leveraging our corporate structure—a parent company that will establish distinct subsidiaries for each financed asset—we have the flexibility to raise capital at the PAVmed level to fund product development, or to structure financing directly into each subsidiary in a manner tailored to the applicable product, the latter of which is our current strategy given prevailing market conditions.
Our current focus is multi-fold. We continue to support commercial expansion and execution of EsoGuard, which is the flagship product of our subsidiary, Lucid Diagnostics, of which we remain the shareholder with the largest voting interest. In addition, through a separate majority-owned subsidiary, Veris Health, we offer the Veris Cancer Care Platform. We are focused in the immediate term on entering into strategic partnership opportunities with leading academic oncology systems to expand access to the Veris Cancer Care Platform, while concurrently developing an implantable physiological monitor, designed to be implanted alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform. In terms of other existing products and technologies, we have adopted an incubator-type platform, PMX, where we are looking to obtain financing on a product-by-product basis as necessary to advance each asset to a meaningful inflection point along its path to commercialization. Finally, as resources permit, we will continue to explore external innovations that fulfill our project selection criteria without limiting ourselves to any target sector, specialty or condition.
Recent Developments
Business
EsoGuard Medicare Coverage
In November 2024, Lucid submitted to MolDx our complete clinical evidence package in support of a request for reconsideration of the non-coverage language in the local coverage determination, or “LCD,” to secure Medicare coverage for EsoGuard. The EsoGuard clinical evidence package included six new peer-reviewed publications: three clinical validation studies (two in the intended use population, one case control), two clinical utility studies, and one analytical validation study. The current LCD provides clear coverage criteria consistent with the American College of Gastroenterology, or “ACG,” guidelines for esophageal precancer testing. The package was submitted as part of a request for reconsideration of the non-coverage language in the LCD to secure Medicare coverage for EsoGuard.
As part of the LCD reconsideration process, MolDx-participating Medicare Administrative Contractors convened a Contractor Advisory Committee, or “CAC,” Meeting regarding the LCD on September 4, 2025. At the meeting, eleven experts, including physicians across multiple specialties (GI, primary care, pathology), major society guideline co-authors (ACG, AGA (as defined below)) and industry leaders (American Foregut Society, American Society for Gastrointestinal Endoscopy), participated in this extensive discussion of the unmet clinical need with respect to early detection of esophageal precancer and the strength of the EsoGuard clinical validity and clinical utility data.
Russell 2000® and 3000® Indexes
On June 27, 2025, Lucid was added to the Russell 2000® Index and the Russell 3000® Index, following the 2025 annual reconstitution by FTSE Russell.
Hoag Comprehensive Esophageal Precancer Testing Program Using EsoGuard
On June 18, 2025, Lucid announced that Hoag, a nationally recognized regional healthcare delivery network, launched a comprehensive, integrated esophageal precancer testing program using Lucid’s EsoGuard® Esophageal DNA Test. Lucid will partner with Hoag to offer EsoGuard testing across its digestive health, primary care, and concierge medicine programs.
NCCN Clinical Practice Guidelines Update
In March 2025, Lucid announced that a recent update to the National Comprehensive Cancer Network® (NCCN) Clinical Practice Guidelines in Oncology (NCCN Guidelines®) focused on Esophageal and Esophagogastric Junction Cancers (Version 1.2025) has added a new section on BE screening. The NCCN Guidelines® now reference professional society guidelines on BE screening, including the most recent ACG clinical guideline discussed above, which recommends non-endoscopic biomarker testing, such as EsoGuard performed on samples collected with EsoCheck, as an acceptable alternative to invasive upper endoscopy to detect esophageal precancer.
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Recent Developments - continued
Business - continued
Clinical Study Publications
In April 2025, Lucid’s fifth peer-reviewed clinical utility manuscript, “Enhancing the Diagnostic Yield of EGD for Diagnosis of Barrett’s Esophagus Through Methylated DNA Biomarker Triage,” was published in Gastroenterology & Hepatology. This manuscript presents clinical utility data from the ENVET-BE study, which is the second to assess the clinical utility of EsoGuard in a real-world screening population. The ENVET-BE study analyzed 209 EsoGuard-positive patients who underwent biomarker triage and confirmatory EGD in the 2023 calendar year, to test the hypothesis that EGDs performed on patients who first triage positive on EsoGuard have higher diagnostic yield than screening EGDs alone. The yield of screening EGDs was estimated by literature-established disease prevalence (10.6%). A 2.4-fold increase in BE detection compared with the performance goal was observed for the full study population. In the cohort meeting American College of Gastroenterology (ACG) criteria for BE screening, the diagnostic yield was increased by 2.7-fold.
On August 1, 2025, the American Journal of Gastroenterology e-published (ahead of printing) the manuscript “Nonendoscopic Detection of Barrett’s Esophagus in Patients Without GERD Symptoms.” This investigator-initiated pilot study evaluated EsoGuard in 120 patients without GERD symptoms, but meeting American Gastroenterological Association (AGA) BE screening criteria. Of 34 EsoGuard-positive patients, 27 underwent EGD, confirming BE in 9 cases (PPV: 33%). Of 86 EsoGuard-negative patients, 22 volunteered for EGD, with zero BE cases (NPV: 100%). This is the first study to assess EsoGuard in this expanded risk group and informed the design of a larger, ongoing NIH R01-funded study.
Highmark Reimbursement Approval
On March 13, 2025, Lucid announced that Highmark Blue Cross Blue Shield, an independent licensee of the Blue Cross and Blue Shield Association, has issued a positive coverage policy for non-invasive screening of esophageal precancer and cancer in New York state. The new policy, which became effective as of May 26, 2025, will cover EsoGuard in patients who meet established criteria for esophageal precancer testing consistent with professional society guidelines.
CWRU NIH Grant Related to EsoGuard and EsoCheck
On February 27, 2025, Lucid announced that principal investigators from CWRU and University Hospitals (“UH”), were awarded an $8 million National Institutes of Health (NIH) R01 grant to conduct a five-year clinical study designed to evaluate esophageal precancer detection using EsoCheck and EsoGuard among at-risk individuals without symptoms of chronic gastroesophageal reflux disease (“GERD”). The study, “A Clinical Trial of Cancer Prevention by Biomarker Based Detections of Barrett’s Esophagus and Its Progression,” aims to evaluate the effectiveness of EsoCheck and EsoGuard in detecting esophageal precancer (Barrett’s Esophagus or BE) to prevent esophageal cancer (EAC) within a non-GERD at-risk population. To accomplish this aim, 800 patients without GERD symptoms who meet the American Gastroenterological Association’s (AGA) risk criteria for screening will be recruited across five participating research centers: University Hospitals, University of Colorado, Johns Hopkins University, University of North Carolina, and Cleveland Clinic.
Veris Health and The Ohio State University Comprehensive Cancer Center Strategic Partnership
On October 7, 2025, we announced the launch of the commercial phase of Veris’ strategic partnership with The Ohio State University Comprehensive Cancer Center – Arthur G. James Cancer Hospital and Richard J. Solove Research Institute (“OSUCCC – James”). Under the partnership, the Veris Cancer Care Platform is being deployed to enhance personalized cancer care for patients undergoing systemic cancer therapy across OSUCCC – James.
Endoscopic Esophageal Imaging Technology Letter of Intent with Duke University
On August 26, 2025, PAVmed announced that it had executed a non-binding letter of intent with Duke University to license (on an exclusive, worldwide basis), through a newly formed subsidiary, endoscopic imaging technology designed to identify and facilitate treatment of esophageal precancer (dysplasia) during upper endoscopy. The multi-modality probe combines angle-resolved low coherence interferometry (a/LCI) with optical coherence tomography (OCT) and is intended to enable real-time detection and potential immediate treatment of dysplasia during the same endoscopic procedure.
Financing
Veris Financing (June 2025)
On June 23, 2025, Veris entered into subscription agreements (each, a “Veris June 2025 Subscription Agreement”) with certain accredited investors (collectively, the “June 2025 Investors”), pursuant to which Veris agreed to sell and the June 2025 Investors agreed to purchase (the “June 2025 Offering”) 1,800,000 shares of common stock, par value $0.001 per share, of Veris (“Veris Common Stock”) and warrants to purchase 1,800,000 shares of Veris Common Stock (“Veris Warrants”), at a purchase price of $1.40 per share of Veris Common Stock. On the same day, Veris consummated the June 2025 Offering, generating gross proceeds to Veris of approximately $2.5 million. The proceeds of the offering will be used to continue development activities related to Veris’ implantable physiological monitor and for general working capital purposes.
The Veris Warrants become exercisable six months after issuance and expire on the earlier of (i) the five-year anniversary of the initial exercise date and (ii) the 60th day following receipt by Veris of FDA approval of its implantable physiological monitor. The Veris Warrants have an exercise price of $1.40 per share, subject to adjustment under certain circumstances.
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Recent Developments - continued
Financing - continued
PAVmed/Veris Financing (February 2025)
On February 18, 2025, the Company and Veris, entered into subscription agreements (each, a “Subscription Agreement”) with certain accredited investors (collectively, the “Investors”), pursuant to which the Company agreed to sell and the Investors agreed to purchase (the “Offering”) 2,574,350 shares of the Company’s common stock and pre-funded warrants to purchase 756,734 shares of the Company’s common stock (the “Pre-Funded Warrants”), at a purchase price of $0.7115 per share or warrant share (as applicable). In addition, Veris agreed to issue to each Investor approximately 0.2033 shares of Veris’ common stock for each share or warrant share (as applicable) purchased by such Investor, for an aggregate of 677,143 shares of Veris’ common stock. On February 21, 2025, the Company consummated the Offering, generating gross proceeds to the Company of $2.37 million. The proceeds of the offering will be used to resume development activities related to Veris’ implantable physiological monitor and for general working capital purposes.
The Pre-Funded Warrants were exercised as of June 19, 2025.
PAVmed ATM
On April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares of its common stock. Under the Sales Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2.88 million of shares. The Company will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares. The Company intends to use the net proceeds from any such sales for working capital and general corporate purposes.
This facility replaces the “at the market” facility PAVmed previously maintained with Cantor (which facility was on substantially similar terms).
Lucid Diagnostics — September 2025 Confidentially Marketed Public Offering
On September 11, 2025, Lucid closed on the sale of 28,750,000 shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price of $1.00 per share (the “Lucid September CMPO”). The net proceeds from the Lucid September CMPO, after deducting the underwriting discount and other expenses of the Lucid September CMPO, were approximately $27.0 million. Lucid intends to use the net proceeds from the Lucid September CMPO for working capital and general corporate purposes.
Lucid ATM Facility
On May 30, 2025, Lucid entered into a Controlled Equity Offering Agreement (also “ATM” or at-the-market” offering) between Lucid and Maxim Group LLC for up to $25 million of its common stock that may be offered and sold from time to time.
Lucid Diagnostics — April 2025 Confidentially Marketed Public Offering
On April 11, 2025, Lucid closed on the sale of 14,375,000 shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price of $1.20 per share (the “Lucid April CMPO”). The net proceeds from the Lucid April CMPO, after deducting the underwriting discount and other expenses of the Lucid April CMPO, were approximately $16.2 million. Lucid intends to use the net proceeds from the Lucid April CMPO for working capital and general corporate purposes.
Lucid Diagnostics — Registered Direct Offering
On March 5, 2025, Lucid closed on the sale of 13,939,330 shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price of $1.10 per share (the “Lucid RDO”). The net proceeds of the Lucid RDO, after deducting the estimated placement agent’s fees and other expenses of the Lucid RDO, were approximately $14.9 million. Lucid intends to use the net proceeds from the Lucid RDO for working capital and other general corporate purposes.
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Results of Operations
Overview
Revenue
The Company recognized revenue from subscription revenue derived from its Veris Health Cancer Care Platform. Until September 10, 2024, the date of deconsolidation of Lucid Diagnostics from PAVmed’s consolidated results, the Company recognized revenue primarily resulting from the delivery of patient EsoGuard test results when the Company considered the collection of such consideration to be probable to the extent that it is unconstrained.
Cost of revenue
The Company’s cost of revenue from subscription revenue was derived from its Veris Health Cancer Care Platform. Until September 10, 2024, the date of deconsolidation of Lucid Diagnostics from PAVmed’s consolidated results, the cost of revenues recognized was primarily from the delivery of patient EsoGuard test results and included costs related to EsoCheck device usage, shipment of test collection kits, royalties and the cost of services to process tests and provide results to physicians. We have incurred expenses for tests in the period in which the activities occur, therefore, gross margin as a percentage of revenue has varied from quarter to quarter due to costs being incurred in one period that relate to revenues recognized in a later period.
We expect that gross margin for our services will fluctuate based on the commercialization efforts of our subsidiaries.
Sales and marketing expenses
Sales and marketing expenses consist primarily of salaries and related costs for employees engaged in sales, sales support and marketing activities, as well as advertising and promotion expenses. We anticipate our sales and marketing expenses to decrease in the future compared to historical periods ending on or prior to September 30, 2024 due to the deconsolidation of Lucid as of September 10, 2024, as going forward, the expenses associated with the sales and marketing operations for the Lucid EsoGuard test will no longer be recorded within the Company’s operating results.
General and administrative expenses
General and administrative expenses consist primarily of salaries and related costs for personnel, travel expenses, facility-related costs, professional fees for accounting, tax, audit and legal services, salaries and related costs for employees involved in third-party payor reimbursement contract negotiations and consulting fees and other expenses associated with obtaining and maintaining patents within our intellectual property portfolio.
We anticipate our general and administrative expenses will decrease in the future compared to historical periods ending on or prior to September 30, 2024 due to the deconsolidation of Lucid as of September 10, 2024, as going forward, the general and administrative expenses, including third-party payor reimbursement costs, incurred by Lucid will no longer be recorded within the Company’s operating results. In the future, general and administrative expenses will include those expenses related to being a public company, including fees and expenses for audit, legal, regulatory, tax-related services, insurance premiums and investor relations costs associated with maintaining compliance as a public company for PAVmed and its majority-owned subsidiaries.
Research and development expenses
Research and development expenses are recognized in the period they are incurred and consist principally of internal and external expenses incurred for the development of our products, including:
| ● | consulting costs for engineering design and development; | |
| ● | salary and benefit costs associated with our medical research personnel and engineering personnel; | |
| ● | costs associated with submission of regulatory filings; | |
| ● | cost of laboratory supplies and acquiring, developing, and manufacturing preclinical prototypes; and | |
| ● | product design engineering studies. |
The expenses of our research and development activities, including our clinical trials, for historical periods ending on or prior to September 30, 2024 were principally related to EsoGuard and the Veris Cancer Care Platform. Due to the deconsolidation of Lucid on September 10, 2024, the expenses in respect of the Company’s research and development activities for subsequent historical periods and future periods will include those associated with research and development activities related to the Veris Cancer Care Platform, the PMX incubator program and other products in our pipeline as well as applicable new technologies, as resources permit.
Other Income and Expense, net
Other income and expense, net, consists principally of management fee income received from Lucid, changes in fair value of our convertible notes and losses on extinguishment of debt upon repayment of such convertible notes.
Presentation of Dollar Amounts
All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented as dollars in millions, except for per share amounts.
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The three months ended September 30, 2025 as compared to three months ended September 30, 2024
Revenue
In the three months ended September 30, 2025, revenue was less than $0.1 million as compared to $1.0 million for the corresponding period in the prior year. The $1.0 million decrease principally relates to the revenue from Lucid’s EsoGuard Esophageal DNA Tests not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
Cost of revenue
In the three months ended September 30, 2025, cost of revenue costs were approximately $0.1 million, as compared to $1.4 million for the corresponding period in the prior year. The net decrease of $1.3 million principally related to Lucid’s results not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
Sales and marketing expenses
In the three months ended September 30, 2025, sales and marketing costs were approximately $0.2 million as compared to $2.9 million for the corresponding period in the prior year. The net decrease of $2.7 million principally related to Lucid’s results not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
General and administrative expenses
In the three months ended September 30, 2025, general and administrative costs were approximately $3.5 million as compared to $6.6 million for the corresponding period in the prior year. The net decrease of $3.1 million principally related to Lucid’s results not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
Research and development expenses
In the three months ended September 30, 2025, research and development costs were approximately $1.1 million as compared to $1.5 million for the corresponding period in the prior year. The net decrease of $0.4 million principally related to Lucid’s results not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
Amortization of Acquired Intangible Assets
The amortization of acquired intangible assets was zero in the three months ended September 30, 2025, as compared to $0.1 million for the corresponding period in the prior year. The decrease of $0.1 million in the current period was principally related to Lucid’s results not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
Other Income and Expense
Change in fair value of convertible debt
In the three months ended September 30, 2025 and 2024, the change in the fair value of our convertible notes was approximately $0.1 million of expense and $0.2 million of income, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and (for the period of July 1, 2024 through September 10, 2025, the date of the deconsolidation of Lucid) the Lucid March 2023 Senior Convertible Note. The April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value as of each reporting period date.
Change in management fee income
In the three months ended September 30, 2025, management fee income was approximately $3.2 million as compared to $0.7 million for the corresponding period in the prior year. The reported increase of $2.5 million principally related to the fact that all of the fees payable by Lucid under its management services agreement with the Company during the three months ended September 30, 2025 are included in the results for such period, whereas only the portion of such fees paid in respect of the period following the September 10, 2024 deconsolidation of Lucid were included in the Company’s results for the three month period ended September 30, 2024.
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Results of Operations - continued
The three months ended September 30, 2025 as compared to the three months ended September 30, 2024 - continued
Other Income and Expense - continued
Loss on Debt Extinguishment
The Company did not incur debt extinguishment loss in the three months ended September 30, 2025.
In the three months ended September 30, 2024, a debt extinguishment loss in the aggregate of approximately $1.4 million was recognized in connection with our April 2022 Senior Convertible Note, September 2022 Senior Convertible Note and the Lucid March 2023 Senior Convertible Note as discussed below.
| ● | In the three months ended September 30, 2024, approximately $0.5 million of principal repayments, along with less than $0.1 million of interest expense thereon, were settled through the issuance of 509,942 shares of common stock of the Company, with such shares having a fair value of approximately $0.9 million (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). In addition, the Company agreed to pay $0.7 million in cash related to acceleration floor payments on these notes related to the conversion price being below the floor, recorded as debt extinguishment loss. The conversions and floor acceleration payments resulted in a debt extinguishment loss of $1.1 million in the three months ended September 30, 2024. | |
| ● | During the period of July 1, 2024 through September 10, 2024, the date of the deconsolidation of Lucid, approximately $0.8 million of principal repayments along with approximately $0.1 million of interest expense thereon, related to the Lucid March 2023 Senior Convertible Note were settled through the issuance of 1,510,821 shares of Lucid common stock, with such shares having a fair value of approximately $1.3 million (with such fair value measured as the quoted closing price of the common stock of Lucid on the respective conversion date). The conversions resulted in a debt extinguishment loss of $0.3 million in the period July 1, 2024 through September 10, 2024. |
See Note 10, Debt, to the Financial Statements, for additional information with respect to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note.
Change in fair value of Equity Method Investment
At September 30, 2025, the fair value of the Company’s investment in Lucid was $31.6 million, with the company recognizing an unrealized loss on its investment in Lucid of $4.4 million in the accompanying unaudited condensed consolidated statements of operations for the three months ended September 30, 2025. The fair value of common shares of Lucid held by the Company was determined using the $1.01 closing price per share of Lucid’s common stock as of September 30, 2025, as compared to Lucid’s common stock price per share of $1.15 at June 30, 2025.
Results of Operations - continued
The nine months ended September 30, 2025 as compared to nine months ended September 30, 2024
Revenue
In the nine months ended September 30, 2025, revenue was less than $0.1 million as compared to $3.0 million for the corresponding period in the prior year. The $3.0 million decrease was principally related to the revenue from Lucid’s EsoGuard Esophageal DNA Tests not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
Cost of revenue
In the nine months ended September 30, 2025, cost of revenue was approximately $0.1 million as compared $4.8 million for the corresponding period in the prior year. The net decrease of $4.7 million was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
Sales and marketing expenses
In the nine months ended September 30, 2025, sales and marketing costs were approximately $0.7 million as compared to $11.5 million for the corresponding period in the prior year. The net decrease of $10.8 million was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
General and administrative expenses
In the nine months ended September 30, 2025, general and administrative costs were approximately $11.6 million as compared to $20.3 million for the corresponding period in the prior year. The net decrease of $8.7 million was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
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Results of Operations - continued
The nine months ended September 30, 2025 as compared to nine months ended September 30, 2024 - continued
Research and development expenses
In the nine months ended September 30, 2025, research and development costs were approximately $2.7 million as compared to $5.1 million for the corresponding period in the prior year. The net decrease of $2.4 million was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
Amortization of Acquired Intangible Assets
The amortization of acquired intangible assets was zero in the nine months ended September 30, 2025, as compared to $0.6 million for the corresponding period in the prior year. The decrease of $0.6 million in the current period was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.
Other Income and Expense
Change in fair value of convertible debt
In the nine months ended September 30, 2025 and September 30, 2024, the change in the fair value of our convertible notes was approximately $0.4 million and $2.5 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and (for the period of January 1, 2024 through September 10, 2025, the date of the deconsolidation of Lucid) the Lucid March 2023 Senior Convertible Note. The April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value as of each applicable reporting period date.
Change in management fee income
In the nine months ended September 30, 2025, management fee income was approximately $9.5 million as compared to $0.7 million for the corresponding period in the prior year. The increase of $8.8 million principally related the fact that all of the fees payable by Lucid under its management services agreement with the Company during the nine months ended September 30, 2025 are included in the results for such period, whereas only the portion of such fees paid in respect of the period following the September 10, 2024 deconsolidation of Lucid were included in the Company’s results for the nine month period ended September 30, 2024.
Loss on Debt Extinguishment
In the nine months ended September 30, 2025, a debt extinguishment loss in the aggregate of less than $0.1 million was recognized in connection with our April 2022 Senior Convertible Note and September 2022 Senior Convertible Note as discussed below.
| ● | In the nine months ended September 30, 2025, approximately $0.2 million of principal repayments along with less than $0.1 million of interest expense thereon, were settled through the issuance of 401,303 shares of common stock of the Company, with such shares having a fair value of approximately $0.3 million (with such fair value measured as the quoted closing price of the common stock of the Company on the respective conversion date). The conversions resulted in a debt extinguishment loss of less than $0.1 million in the nine months ended September 30, 2025. |
In comparison, in the nine months ended September 30, 2024, a debt extinguishment loss in the aggregate of approximately $2.5 million was recognized in connection with our April 2022 Senior Convertible Note, September 2022 Senior Convertible Note and the Lucid March 2023 Senior Convertible Note as discussed below.
| ● | In the nine months ended September 30, 2024, approximately $1.4 million of principal repayments along with $0.1 million of interest expense thereon, were settled through the issuance of 1,084,366 shares of common stock of the Company, with such shares having a fair value of approximately $2.0 million (with such fair value measured as the quoted closing price of the common stock of the Company on the respective conversion date). In addition, the Company agreed to pay $1.1 million in cash related to acceleration floor payments on these notes related to the conversion price being below the conversion floor price specified in the notes, recorded as debt extinguishment loss. The conversions and cash paid resulted in a debt extinguishment loss of $1.5 million in the nine months ended September 30, 2024. | |
| ● | During the period of January 1, 2024 through September 10, 2024, the date of the deconsolidation of Lucid, approximately $2.0 million of principal repayments along with approximately $0.8 million of interest expense thereon, related to the Lucid March 2023 Senior Convertible Note were settled through the issuance of 4,172,002 shares of Lucid common stock, with such shares having a fair value of approximately $3.8 million (with such fair value measured as the quoted closing price of the common stock of Lucid on the respective conversion date). The conversions resulted in a debt extinguishment loss of $1.0 million in the period of January 1, 2024 through September 10, 2024. |
See Note 10, Debt, to the Financial Statements, for additional information with respect to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note.
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Results of Operations - continued
The nine months ended September 30, 2025 as compared to nine months ended September 30, 2024 - continued
Change in fair value of Equity Method Investment
At September 30, 2025, the fair value of the Company’s investment in Lucid was $31.6 million, with the company recognizing an unrealized gain on its investment in Lucid of $6.0 million in the accompanying unaudited condensed consolidated statements of operations for the nine months ended September 30, 2025. The fair value of common shares of Lucid held by the Company was determined using the $1.01 closing price per share of Lucid’s common stock as of September 30, 2025, as compared to Lucid’s common stock price per share of $0.819 at December 31, 2024.
Deemed Dividend on Lucid Series A and Series A-1 Convertible Preferred Stock Exchange Offer
The fair value of the consideration given in the form of the issue of 31,790 shares of Lucid Series B Preferred Stock, with such fair value recognized as the carrying value of such issued shares of Lucid Series B Preferred Stock, as compared to the carrying value of the extinguished Lucid Series A and Series A-1 Preferred Stock (carrying value of $24.3 million), resulting in an excess of fair value of $7.5 million recognized as a deemed dividend charged to accumulated deficit in the unaudited condensed consolidated balance sheet on March 13, 2024, with such deemed dividend included as a component of net loss attributable to common stockholders, summarized as follows:
| Lucid Series B Convertible Preferred Stock Issuance and Lucid Series A/A-1 Exchange Offer ($ in thousands) | Nine Months Ended September 30, 2024 | |||
| Fair Value - 31,790 shares of Lucid Series B Preferred Stock issued in exchange for Lucid Series A and Lucid Series A-1 Preferred Stock | $ | 31,790 | ||
| Less: Carrying value related to Lucid Series A and Series A-1 Preferred Stock Exchanged for Lucid Series B Preferred Stock (of 24,295 shares) | (24,294 | ) | ||
| Deemed Dividend Charged to Accumulated Deficit | $ | 7,496 | ||
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Liquidity and Capital Resources
Our current financing strategy is to obtain capital directly into Lucid, Veris and other subsidiaries to fund any product development or other related activities, although we retain the flexibility to raise capital at the PAVmed level. There are no assurances, however, we will be able to obtain an adequate level of financial resources required for the short-term or long-term commercialization and development of our products and services.
We have financed our operations principally through the public and private issuances of our common stock, preferred stock, common stock purchase warrants, and debt, both at the PAVmed level and, in the case of Lucid and Veris, at the subsidiary level, as well as through management fees under our management service contract with Lucid. We are subject to all of the risks and uncertainties typically faced by medical device and diagnostic and medical device companies that devote substantially all of their efforts to the commercialization of their initial products and services and ongoing R&D and clinical trials. We experienced net income before noncontrolling interests of approximately $0.3 million and used approximately $3.7 million of cash in operations for the nine months ended September 30, 2025. Financing activities provided $5.6 million of cash during the nine months ended September 30, 2025. We ended the quarter with cash on-hand of $3.1 million as of September 30, 2025. We expect to continue to experience recurring losses and negative cash flows from operations, and will continue to fund our operations with debt and/or equity financing transactions. The Company’s ability to continue operations 12 months beyond the issuance of the financial statements, will depend upon its ability to control its operating costs within the limits of the amounts collected from its management service contracts with its non-consolidated subsidiaries, to substantially increase its revenues from the Veris Cancer Care platform, and to raise additional capital through various potential sources including equity or debt financings or refinancing or restructuring existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited condensed consolidated financial statements are issued.
Issue of Shares of Our Common Stock
During the nine months ended September 30, 2025
| ● | We issued 1,216,565 shares of our common stock for net proceeds of approximately $0.8 million, after payment of 3% commissions, through our at-the-market equity facility with Cantor (which has since been replaced by a similar facility with Maxim Group LLC). See below for more information. | |
| ● | We issued 401,303 shares of our common stock in satisfaction of approximately $0.2 million of principal repayments along with less than $0.1 million of interest expense thereon under the September 2022 Senior Convertible Note. | |
| ● | We issued 6,491,519 shares of our common stock as a result of conversions of $2.6 million of our Series C Preferred Stock. | |
| ● | We issued 2,574,350 shares of our common stock and pre-funded warrants to purchase 756,734 shares of our common stock (which shares have been subsequently issued upon exercise of such warrants), in combination with the issuance of 677,143 shares of Veris, for gross proceeds of approximately $2.37 million. | |
| ● | We issued 152,408 shares of our common stock to vendors in exchange for approximately $0.1 million of agreed upon services, which is included in general and administrative operating expenses on the Company’s unaudited condensed consolidated statement of operations. |
Senior Convertible Notes
On April 4, 2022 we sold to an investor a Senior Secured Convertible Note with a face value principal of $27.5 million (the “April 2022 Senior Convertible Note”). The April 2022 Senior Secured Convertible Note had an initial contractual maturity date of April 4, 2024, which maturity date the investor agreed to extend by one year, to April 4, 2025. The April 2022 Senior Convertible Note was satisfied in full in connection with the Exchange.
On September 8, 2022 we sold to the same investor an additional Senior Secured Convertible Note with a face value principal of $11.25 million (the “September 2022 Senior Convertible Note”). The September 2022 Senior Secured Convertible Note had an initial contractual maturity date of September 6, 2024, which maturity date has been now extended to December 31, 2025. A portion of the September 2022 Senior Convertible Note was satisfied in connection with the Exchange. The September 2022 Senior Convertible Note is more fully described in Note 10, Debt.
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Liquidity and Capital Resources - continued
Under the September 2022 Senior Convertible Note and the SPA, we are subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. We also are subject to financial covenants requiring that (i) the amount of our available cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the notes issued under the SPA, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior ten trading days, not exceed 30% (the “Debt to Market Cap Ratio Test”), and (iii) that our market capitalization shall at no time be less than $75 million (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”). The holder of the September 2022 Senior Convertible Note agreed to waive any non-compliance with the Financial Tests through December 31, 2025.
See Note 10, Debt, to the Financial Statements for additional information about the September 2022 Senior Convertible Note. See also Note 4, Equity Method Investment, to the Financial Statements for additional information about the September 2022 Senior Convertible Note as it relates to the MSA.
PAVmed Inc. ATM Facility
In the nine months ended September 30, 2025, the Company sold 1,216,565 shares through its at-the-market equity facility for net proceeds of approximately $0.8 million, after payment of 3% commissions.
On April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares of its common stock. Under the Sales Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2.88 million of shares. The Company will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares. The Company intends to use the net proceeds from any such sales for working capital and general corporate purposes. This facility replaces the “at the market” facility PAVmed previously maintained with Cantor (which facility was on substantially similar terms).
Series C Convertible Preferred Stock
On November 15, 2024, the Company entered into an Exchange Agreement (the “Debt Exchange Agreement”) with the holder (the “Holder”) of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note. The Debt Exchange Agreement provided for the exchange (the “Exchange”) of $22.3 million in principal amount of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note and interest thereon for 22,347 shares of Series C Preferred Stock. On January 17, 2025, after satisfaction of all conditions to closing, the parties consummated the Exchange.
On November 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series C Securities Purchase Agreement”) with the Holder. The Series C Securities Purchase Agreement provided for the purchase of 2,653 shares of Series C Preferred Stock at a price of $1,000 per share, with the purchase price to be satisfied through the cancellation of $2.6 million of certain unsecured debt obligations owed by the Company to the Holder (the “Purchase”). On January 24, 2025, after satisfaction of all conditions to closing, the parties consummated the Purchase.
The Series C Preferred Stock was issued pursuant to the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series C Convertible Preferred Stock (“Series C Convertible Preferred Stock Certificate of Designation”) and has a par value of $0.001 per share. Each share of Series C Preferred Stock has a stated value of $1,000 (plus the amount of any dividends thereon that are capitalized), and entitles the holder thereof to a preferred dividend at a rate of 7.875% per annum, payable quarterly in arrears. The Series C Preferred Stock is entitled to vote with the holders of shares of Common Stock, voting together as one class, on all matters in which the holders of the preferred shares are permitted to vote with the class of shares of Common Stock pursuant to applicable law, on an as-converted basis (subject to certain limitations, including the beneficial ownership limitation described below).
The Series C Preferred Stock is pari passu with the Series B Convertible Preferred Stock, and is senior to all of the Company’s other equity securities. Upon liquidation, a holder of Series C Preferred Stock will be entitled to receive in cash out of the assets of the Company, before any amount would be paid to the holders of any of shares of the Company’s common stock, but pari passu with the holders of any Series B Preferred Stock then outstanding, an amount per share equal to the greater of (A) the sum of (i) 110% of the stated value (plus any accrued and unpaid dividends or other amounts then payable thereon) of such share of Series C Preferred Stock then outstanding and (ii) a ratable portion of 100% of the stated value (plus any accrued and unpaid dividends or other amounts then payable thereon) of the Series B Preferred Stock then outstanding and (B) the amount per share such holder would receive if such holder converted such share of Series C Preferred Stock into the Company’s common stock immediately prior to the date of such payment.
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Liquidity and Capital Resources - continued
The stated value of each share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, is convertible at any time, in whole or in part, at the holder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $1.068 per share, subject to certain adjustments. From time to time since February 18, 2025, the Company has agreed to reduce temporarily, and the holder of the Series C Preferred Stock has consented to reducing temporarily, the contractual conversion price under the Series C Preferred Stock to $0.40, subject to certain limitations on the number of shares of our common stock that may be issued at such reduced conversion price. Such reductions were agreed to in connection with certain waivers granted by the holder of the Series C Preferred Stock, including waivers necessary to permit the Company and Veris to consummate the Offering (the foregoing temporary conversion price reductions (all of which were done as expressly permitted by the terms of the Series C Preferred Stock) and related conversions of the Series C Preferred Stock being more fully described in Note 12, Preferred Stock, and Note 13, Common Stock and Common Stock Purchase Warrants).
At any time following the occurrence of a Triggering Event (as defined below), a holder of shares of the Series C Preferred Stock has the right to elect to convert shares of Series C Preferred Stock into the Company’s common stock at an alternate conversion price equal to the lower of: (i) the fixed conversion price then in effect, and (ii) the lowest of (A) 80% of the VWAP of the Company’s common stock as of the trading day immediately preceding the delivery or deemed delivery of the applicable notice of conversion, (B) 80% of the VWAP of the Company’s common stock as of the trading day of the delivery or deemed delivery of the applicable notice of conversion, and (C) 80% of the average VWAP of the Company’s common stock for each of the two trading days with the lowest VWAP of the Company’s common stock during the ten consecutive trading day period ending and including the trading day immediately prior to the delivery or deemed delivery of the applicable notice of conversion, but in the case of clause (ii), not less than $0.2136 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (such price, the “Alternate Conversion Price”). The term “Triggering Event” includes events that would constitute an event of default under the September 2022 Senior Convertible Note, in addition to the failure of the Company to complete a Qualified Company Optional Redemption (as defined below) by March 31, 2025 (the “QCOR Triggering Event”). The principal consequence of a Triggering Event (other than a bankruptcy-related Triggering Event) is to give the holder the right to elect an alternate conversion as described above. In addition, the occurrence of a Triggering Event (other than a QCOR Triggering Event) will result in an increase to the dividend rate and limit the Company’s right to redeem the Series C Preferred Stock. A Triggering Event (other than a bankruptcy-related Triggering Event) will not otherwise accelerate any financial or other obligation on the part of the Company in respect of the Series C Preferred Stock.
If the Company grants, issues or sells (or enters into any agreement to grant, issue or sell) or is deemed to have granted, issued or sold, any shares of common stock, for consideration per share less than the fixed conversion price then in effect, then immediately after such issuance, the fixed conversion price shall be reduced to an amount equal to such lower price.
The Company has the right to redeem all, but not less than all, of the shares of Series C Preferred Stock at a redemption price equal to 132.5% of the aggregate stated value of the Series C Preferred Stock plus all accrued and unpaid dividends and other amounts then payable thereon. The Company also has an additional one-time right to redeem a portion of the shares of Series C Preferred Stock with an aggregate stated value of at least $5 million at the same redemption price (a “Qualified Company Optional Redemption”).
Upon a Change of Control (as defined in the Series C Convertible Preferred Stock Certificate of Designation), a holder of the Series C Preferred Stock has the right to require the Company to redeem all, or any portion, of the holder’s shares of Series C Preferred Stock at a price equal to 132.5% of the stated value of the Series C Preferred Stock (plus any accrued and unpaid dividends or other amounts then payable thereon) or, if greater, an amount determined pursuant to the Series C Convertible Preferred Stock Certificate of Designation based on the then-current market price or the consideration payable in the Change of Control transaction, whichever is higher.
A holder may not convert any of the shares of Series C Preferred Stock, to the extent that, after giving effect to such conversion, such holder (together with certain of its affiliates and other related parties) would beneficially own in excess of 9.99% of the shares of the Company’s common stock outstanding immediately after giving effect to such conversion (the “Maximum Percentage”). The Holder may from time to time increase or decrease the Maximum Percentage; provided that in no event could the Maximum Percentage exceed 9.99%, provided, further, that any such increase would not be effective until the 61st day after delivery of a notice to the Company of such increase.
The Company and its subsidiaries (other than Lucid) are subject to certain customary affirmative and negative covenants regarding the rank of the Series C Preferred Stock, the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates and the ability to complete stock splits, among other customary matters. The Company also is subject to a financial covenant requiring that it maintain its cash flow on a break-even basis. As of September 30, 2025, the Company is in compliance with all such covenants.
See Note 12, Preferred Stock, to the Financial Statements for additional information about the Series C Preferred Stock.
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Liquidity and Capital Resources - continued
PAVmed/Veris Financing (February 2025)
On February 21, 2025, the Company and Veris, pursuant to subscription agreements, dated as of February 18, 2025 (each, a “Subscription Agreement”) they entered into with certain accredited investors (collectively, the “Investors”), consummated an offering (the “Offering”) of 2,574,350 shares of the Company’s common stock and pre-funded warrants to purchase 756,734 shares of the Company’s common stock (the “Pre-Funded Warrants”), at a purchase price of $0.7115 per share or warrant share (as applicable). In addition, Veris issued to each Investor approximately 0.2033 shares of Veris’ common stock for each share or warrant share (as applicable) purchased by such Investor, for an aggregate of 677,143 shares of Veris’ common stock. The Offering generated gross proceeds to the Company of $2.37 million. The Pre-Funded Warrants were classified (through their date of exercise, on June 19, 2025) as equity as they were indexed to the Company’s own stock and met the criteria for equity classification. The proceeds received were recorded in additional paid-in capital with no subsequent remeasurement.
Each Subscription Agreement contains customary representations, warranties, covenants and indemnities of the Company and the Investors, as well as a covenant by the Company to provide the Investors with protection against subsequent equity raises by the Company or Veris at a lower purchase price (solely to the extent the Investors continue to hold the shares issued in the Offering), with such protection to be effected through the issuance of additional shares of Veris’ common stock. In addition, the Company (i) granted the Investors a 100% participation right in future offerings of equity securities of the Company or its majority-owned subsidiaries, subject to existing participation rights of the Company’s debt holder, and (ii) agreed not to incur, and not to permit its majority-owned subsidiaries to incur, any indebtedness until August 18, 2026, subject to certain exceptions. In accordance with the Subscription Agreement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to file a registration statement covering the resale of the shares of the Company’s common stock issued in the Offering, including the shares underlying the Pre-Funded Warrants. This registration statement was filed and became effective as of April 15, 2025.
Veris Financing (June 2025)
On June 23, 2025, Veris entered into subscription agreements (each, a “Veris June 2025 Subscription Agreement”) with certain accredited investors (collectively, the “June 2025 Investors”), pursuant to which Veris agreed to sell and the June 2025 Investors agreed to purchase (the “June 2025 Offering”) 1,800,000 shares of common stock, par value $0.001 per share, of Veris (“Veris Common Stock”) and warrants to purchase 1,800,000 shares of Veris Common Stock (“Veris Warrants”), at a purchase price of $1.40 per share of Veris Common Stock. On the same day, Veris consummated the June 2025 Offering, generating gross proceeds to Veris of approximately $2.5 million. The proceeds of the offering will be used to continue development activities related to Veris’ implantable physiological monitor and for general working capital purposes.
The Veris June 2025 Subscription Agreements contain customary representations, warranties, covenants and indemnities of Veris and the June 2025 Investors, as well as a covenant by Veris to provide the June 2025 Investors with protection against subsequent equity raises by Veris at a lower valuation (solely to the extent the June 2025 Investors continue to hold the shares issued in the June 2025 Offering), with such protection to be effected through the issuance of additional shares of Veris Common Stock. In addition, Veris granted certain of the June 2025 Investors a 100% participation right in future offerings of equity securities by Veris, subject to existing participation rights of the Company’s debt holder, and agreed not to incur any indebtedness until December 23, 2026, subject to certain exceptions. In accordance with the Veris June 2025 Subscription Agreement, Veris also entered into a registration rights agreement (the “Registration Rights Agreement”) with the June 2025 Investors, pursuant to which Veris granted the June 2025 Investors customary demand and piggyback registration rights. The June 2025 Investors may exercise the demand registration rights only if Veris consummates a going public transaction.
The Veris Warrants become exercisable six months after issuance and expire on the earlier of (i) the five-year anniversary of the initial exercise date and (ii) the 60th day following receipt by Veris of FDA approval of its implantable physiological monitor. The Veris Warrants have an exercise price of $1.40 per share, subject to adjustment as described below. The Veris Warrants may be exercised only for cash. The exercise price and number and type of securities or other property issuable on exercise of the Veris Warrants may be adjusted in certain circumstances, including in the event of a stock split or combination, stock dividend, or a recapitalization, reorganization, merger or similar transaction. In addition, if Veris completes a subsequent equity raise at a lower valuation, the exercise price of the Veris Warrants will be reduced to such lower valuation and the number of shares issuable on exercise of the Veris Warrants will be increased so that the aggregate exercise price remains the same. In addition, a holder of the Veris Warrants will be entitled to participate in rights offerings or pro rata distributions by Veris.
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Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reporting in our unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting estimates are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 24, 2025. There have been no material changes to our critical accounting estimates in the three months ended September 30, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based on such evaluation, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were effective as of such date to provide reasonable assurance the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes to Internal Controls Over Financial Reporting
There has been no change in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings
In the ordinary course of the Company’s business, particularly as it begins commercialization of its products, the Company may be subject to legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company. Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Series B Preferred Stock dividends described in Note 12, Preferred Stock, to our accompanying unaudited condensed consolidated financial statements (the terms of which preferred stock were previously disclosed in a current report filed prior to the date of this Form 10-Q) were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving public offerings. The shares of the Company’s common stock issued upon conversion of the Series C Preferred Stock described in Note 12, Preferred Stock, to our accompanying unaudited condensed consolidated financial statements (the terms of which preferred stock were previously disclosed in a current report filed prior to the date of this Form 10-Q), were exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof.
Except as disclosed above and as previously disclosed in our current and periodic reports filed prior to the date of this Form 10-Q, we did not sell any unregistered securities or repurchase any of our securities during the three months ended September 30, 2025.
See Part I, Item 2 under the caption “Liquidity and Capital Resources” for a description of limitations on the payment of dividends.
Item 3. Defaults Upon Senior Securities
The information set forth in Part I, Item 2 under the caption “Liquidity and Capital Resources — Senior Secured Convertible Notes,” relating to the waiver of the Company’s default under the Financial Tests set forth in the September 2022 Senior Convertible Note, is incorporated herein by reference.
Item 5. Other Information
During
the fiscal quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act)
Item 6. Exhibits
The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth in the “Exhibit Index” below.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PAVmed Inc. | |||
| November 12, 2025 | By: | /s/ Dennis M McGrath | |
| Dennis M McGrath | |||
| President and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | |||
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EXHIBIT INDEX
| Incorporation by Reference | ||||||||
| Exhibit No. | Description | Form | Exhibit No. | Date | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||||
| 31.2 | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||||
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | * | ||||||
| 32.2 | Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | * | ||||||
| 101.INS | Inline XBRL Instance Document | * | ||||||
| 101.CAL | Inline XBRL Taxonomy Extension Schema | * | ||||||
| 101.DEF | Inline XBRL Taxonomy Extension Calculation Linkbase | * | ||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | * | ||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | * | ||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | * | ||||||
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FAQ
What were PAVM’s Q3 2025 revenues?
Did PAVM report a profit or loss in Q3 2025?
What is PAVM’s cash balance and debt position?
Did PAVM raise going concern issues?
How did the Lucid Diagnostics investment impact results?
What were PAVM’s shares outstanding?
What is total stockholders’ equity?
