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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 15, 2026
| PAVMED
INC. |
| (Exact
Name of Registrant as Specified in Charter) |
| Delaware |
|
001-37685 |
|
47-1214177 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 360
Madison Avenue, 25th Floor, New York, New York |
|
10017 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (917) 813-1828
| N/A |
| (Former
Name or Former Address, if Changed Since Last Report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, Par Value $0.001 Per Share |
|
PAVM |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On
May 15, 2026, PAVmed Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter
ended March 31, 2026 and providing a business update. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated
herein by reference.
Item
7.01. Regulation FD Disclosure.
The
disclosure set forth under Item 2.02 is incorporated herein by reference.
The
information furnished under Items 2.02 and 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of
the Company, except as shall be expressly set forth by specific reference in such document.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
May 15, 2026 |
PAVMED
INC. |
| |
|
| |
By:
|
/s/
Dennis McGrath |
| |
|
Dennis
McGrath |
| |
|
President
and Chief Financial Officer |
Exhibit
99.1
PAVmed
Provides Business Update and Reports First Quarter 2026 Financial Results
Veris
Health progressed commercial expansion and advanced implantable physiological monitor development toward FDA submission
Lucid
Diagnostics continued building commercial momentum and strengthened its balance sheet ahead of key upcoming reimbursement milestones
PAVmed
advanced its relaunched medical device portfolio; evaluation of additional acquisition opportunities ongoing
Conference
call and webcast to be held today, May 15, at 8:30 AM EST
NEW
YORK, May 15, 2026 - PAVmed Inc. (NASDAQ: PAVM) (“PAVmed” or the “Company”), a diversified commercial-stage
medical technology company, operating in the medical device, diagnostics, and digital health sectors, today provided a business update
for the Company and its subsidiaries, Lucid Diagnostics Inc. (NASDAQ: LUCD) (“Lucid”) and Veris Health Inc. (“Veris”),
and reported financial results for the first quarter ended March 31, 2026.
Conference
Call and Webcast
The
webcast will take place on Friday, May 15, 2026, at 8:30 AM and is accessible in the investor relations section of the Company’s
website at pavmed.com. Alternatively, to access the conference call by telephone, U.S.-based callers should dial 1-800-836-8184
and international listeners should dial 1-646-357-8785. All listeners should provide the operator with the conference call name “PAVmed
Business Update” to join.
Following
the conclusion of the conference call, a replay will be available for 30 days on the investor relations section of the Company’s
website at pavmed.com.
Business
Update Highlights
“PAVmed
now has a significantly simplified capital structure and strengthened balance sheet, positioning the Company to focus on execution across
our core businesses and evaluate additional asset acquisition opportunities aligned with our long-term growth strategy,” said Lishan
Aklog, M.D., PAVmed’s Chairman and Chief Executive Officer. “Veris continues to expand its commercial engagement with
OSU-The James while progressing development of its implantable physiological monitor toward FDA submission, and Lucid continues to build
commercial momentum for EsoGuard with a strengthened balance sheet pending Medicare coverage. We are also actively advancing multiple
technologies within our relaunched medical device portfolio under Joseph Virgilio’s leadership, while increasingly leveraging his
experience building and scaling growth-stage businesses.”
Highlights
from the first quarter and recent weeks:
| ● | Relaunched
PAVmed medical device portfolio progressed multiple device opportunities under the leadership
of Joseph Virgilio, including the PortIO implantable intraosseous vascular access device
and endoscopic esophageal imaging technology licensed from Duke University. In addition to
overseeing development and commercialization of the current and future device portfolio,
Mr. Virgilio is also assuming broader responsibilities aligned with his experience building
and scaling growth-stage medtech businesses. |
| ● | Veris
continued development of its implantable physiological monitor, with presubmission and testing
activities expected to begin soon in support of a planned FDA 510(k) submission. |
| ● | Veris
further advanced its strategic engagement with The Ohio State University’s James Cancer
Hospital, with the commercial phase underway, expansion into additional departments in progress,
and continued positive clinical and administrative feedback. |
| ● | Lucid
Diagnostics announced first quarter 2026 financial results and key business developments,
including: |
| ◌ | Recognized
$1.3 million in EsoGuard® Esophageal DNA Test revenue for 1Q26 and
processed 3,177 EsoGuard tests. |
| ◌ | Strengthened
balance sheet with underwritten public offering of common stock, netting approximately
$17 million in proceeds; ended 1Q26 with $45 million in proforma cash, extending
runway into 2027. |
| ◌ | Strong
presence at Digestive Disease Week (DDW), which included multiple EsoGuard abstracts,
extensive engagement with the gastroenterology community, and a preview of a major upcoming
clinical practice guideline update recommending EsoGuard and EsoCheck® as
the only non-endoscopic test with high certainty of evidence. |
Financial
Results:
| ● | For
the three months ended March 31, 2026, Operating expenses were approximately $8.1 million
which include stock-based compensation expenses of $0.2 million. GAAP net loss attributable
to common stockholders was approximately $7.0 million, or $(4.42) per common share on a diluted
basis. |
| ● | As
shown below and for the purpose of illustrating the effect of stock-based compensation and
other non-cash income and expenses on the Company’s financial results, the Company’s
non-GAAP adjusted loss was approximately $1.9 million or $(1.17) per common share. |
| ● | PAVmed
had cash and cash equivalents of $6.5 million as of March 31, 2026, compared to $1.5 million
as of December 31, 2025. |
| ● | The
unaudited financial results for the three months ended March 31, 2026 were filed with the
SEC on Form 10-Q on May 14, 2026, and are available at www.pavmed.com or www.sec.gov. |
PAVmed
Non-GAAP Measures
| ● | To
supplement our financial results presented in accordance with U.S. generally accepted accounting
principles (GAAP), management provides certain non-GAAP financial measures of the Company’s
financial results. These non-GAAP financial measures include net loss before interest, taxes,
depreciation, and amortization (EBITDA) and non-GAAP adjusted loss, which further adjusts
EBITDA for stock-based compensation expense, loss on the issuance or modification of convertible
securities, the periodic change in fair value of convertible securities, and loss on debt
extinguishment. The foregoing non-GAAP financial measures of EBITDA and non-GAAP adjusted
loss are not recognized terms under U.S. GAAP. |
| ● | Non-GAAP
financial measures are presented with the intent of providing greater transparency to the
information used by us in our financial performance analysis and operational decision-making.
We believe these non-GAAP financial measures provide meaningful information to assist investors,
shareholders, and other readers of our financial statements in making comparisons to our
historical financial results and analyzing the underlying performance of our results of operations.
These non-GAAP financial measures are not intended to be, and should not be, a substitute
for, considered superior to, considered separately from, or as an alternative to, the most
directly comparable GAAP financial measures. |
| ● | Non-GAAP
financial measures are provided to enhance readers’ overall understanding of our current
financial results and to provide further information for comparative purposes. Management
believes the non-GAAP financial measures provide useful information to management and investors
by isolating certain expenses, gains, and losses that may not be indicative of our core operating
results and business outlook. Specifically, the non-GAAP financial measures include non-GAAP
adjusted loss, and its presentation is intended to help the reader understand the effect
of the loss on the issuance or modification of convertible securities, the periodic change
in fair value of convertible securities, the loss on debt extinguishment and the corresponding
accounting for non-cash charges on financial performance. In addition, management believes
non-GAAP financial measures enhance the comparability of results against prior periods. |
| ● | A
reconciliation to the most directly comparable GAAP measure of all non-GAAP financial measures
included in this press release for the three months ended March 31, 2026 and 2025 are as
follows: |
| | |
For
the three months ended
March31, | |
| (in thousands
except per-share amounts) | |
2026 | | |
2025 | |
| |
| | | |
| | |
| Revenue | |
$ | 22 | | |
$ | 8 | |
| Operating expenses | |
| 8,057 | | |
| 5,454 | |
| Other
(Income) Expense | |
| (6,971 | ) | |
| (24,069 | ) |
| Net
(Income) Loss | |
| 1,064 | | |
| (18,623 | ) |
| Net income (loss) per common
share, diluted | |
$ | (4.42 | ) | |
$ | 10.10 | |
| Net income (loss) attributable
to common stockholders | |
| (6,988 | ) | |
| 17,695 | |
| Preferred Stock dividends
and deemed dividends | |
| 6,928 | | |
| 1,273 | |
| Net
income (loss) as reported | |
| (60 | ) | |
| 18,968 | |
| Adjustments: | |
| | | |
| | |
| Depreciation
and amortization expense1 | |
| 20 | | |
| 43 | |
| Interest
expense, net2 | |
| (16 | ) | |
| (4 | ) |
| NCI
ownership share of Interest and Depreciation adjustments | |
| (251 | ) | |
| — | |
| EBITDA | |
| (307 | ) | |
| 19,007 | |
| | |
| | | |
| | |
| Other non-cash or financing
related expenses: | |
| | | |
| | |
| Stock-based
compensation expense3 | |
| 182 | | |
| 930 | |
| Operating
expenses issued in stock1 | |
| 1,951 | | |
| 50 | |
| Change in FV equity method
investments | |
| (1,878 | ) | |
| (21,004 | ) |
| Change
in FV convertible debt2 | |
| (3,260 | ) | |
| 49 | |
| Loss on
debt extinguishment2 | |
| 3,422 | | |
| 58 | |
| Change in fair value –
warrant liability | |
| (1,831 | ) | |
| — | |
| Change
in fair value – rights liability | |
| (30 | ) | |
| — | |
| Non-GAAP
adjusted (loss) | |
$ | (1,851 | ) | |
$ | (910 | ) |
| Non-GAAP shares outstanding,
basic and diluted | |
| 1,581 | | |
| 463 | |
| Non-GAAP adjusted (loss)
income per share, basic and diluted | |
$ | (1.17 | ) | |
$ | (1.97 | ) |
1
Included in general and administrative expenses in the financial statements.
2
Included in other income and expenses.
3
Stock-based compensation (“SBC”) expense is included in operating expenses and is detailed as follows in the table
below by category within operating expenses for the non-GAAP Net operating expenses:
| | |
For
the three months ended
March 31, | |
| (in thousands
except per-share amounts) | |
2026 | | |
2025 | |
| | |
| | |
| |
| Cost of revenue | |
$ | 97 | | |
$ | 36 | |
| Stock-based
compensation expense3 | |
| — | | |
| — | |
| Net
cost of revenue | |
| 97 | | |
| 36 | |
| | |
| | | |
| | |
| Sales and marketing | |
| 216 | | |
| 247 | |
| Stock-based
compensation expense3 | |
| (5 | ) | |
| (45 | ) |
| Net
sales and marketing | |
| 211 | | |
| 202 | |
| | |
| | | |
| | |
| General and administrative | |
| 6,356 | | |
| 4,384 | |
| Depreciation expense | |
| (20 | ) | |
| (43 | ) |
| Operating expenses issued
in stock | |
| (1,951 | ) | |
| (50 | ) |
| Stock-based
compensation expense3 | |
| (155 | ) | |
| (796 | ) |
| Net
general and administrative | |
| 4,230 | | |
| 3,495 | |
| | |
| | | |
| | |
| Research and development | |
| 1,388 | | |
| 787 | |
| Stock-based
compensation expense3 | |
| (22 | ) | |
| (89 | ) |
| Net
research and development | |
| 1,366 | | |
| 698 | |
| | |
| | | |
| | |
| Total operating expenses | |
| 8,057 | | |
| 5,454 | |
| Depreciation and amortization
expense | |
| (20 | ) | |
| (43 | ) |
| Operating expenses issued
in stock | |
| (1,951 | ) | |
| (50 | ) |
| Stock-based
compensation expense3 | |
| (182 | ) | |
| (930 | ) |
| Net
operating expenses | |
$ | 5,904 | | |
$ | 4,431 | |
About
PAVmed and its Subsidiaries
PAVmed
Inc. is a diversified commercial-stage medical technology company operating in the medical device, diagnostics, and digital health sectors.
Its subsidiary, Lucid Diagnostics Inc. (NASDAQ: LUCD), is a commercial-stage cancer prevention medical diagnostics company that markets
the EsoGuard® Esophageal DNA Test and EsoCheck® Esophageal Cell Collection Device—the first and only
commercial tools for widespread early detection of esophageal precancer to mitigate the risks of esophageal cancer deaths. Its other
subsidiary, Veris Health Inc., is a digital health company focused on enhanced personalized cancer care through remote patient monitoring
using implantable biologic sensors with wireless communication along with a custom suite of connected external devices. Veris is concurrently
developing an implantable physiological monitor, designed to be implanted alongside a chemotherapy port, which will interface with the
Veris Cancer Care Platform.
For
more and for more information about PAVmed, please visit pavmed.com.
For
more information about Lucid Diagnostics, please visit luciddx.com.
For
more information about Veris Health, please visit verishealth.com.
Forward-Looking
Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are any statements
that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of PAVmed’s
and Lucid’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. Risks and uncertainties that may cause such differences include, among other things, volatility in the price of PAVmed’s
and Lucid’s common stock; general economic and market conditions; the uncertainties inherent in research and development, including
the cost and time required to advance PAVmed’s and Lucid’s products to regulatory submission; whether regulatory authorities
will be satisfied with the design of and results from PAVmed’s and Lucid’s clinical and preclinical studies; whether and
when PAVmed’s and Lucid’s products are cleared by regulatory authorities; market acceptance of PAVmed’s and Lucid’s
products once cleared and commercialized; PAVmed’s and Lucid’s ability to raise additional funding as needed; and other competitive
developments. In addition, new risks and uncertainties may arise from time to time and are difficult to predict. For a further list and
description of these and other important risks and uncertainties that may affect PAVmed’s and Lucid’s future operations,
see Part I, Item 1A, “Risk Factors,” in PAVmed’s and Lucid’s most recent Annual Report on Form 10-K filed with
the Securities and Exchange Commission, as the same may be updated in Part II, Item 1A, “Risk Factors” in any Quarterly Report
on Form 10-Q filed by PAVmed or Lucid after its most recent Annual Report. PAVmed and Lucid disclaim any intention or obligation to publicly
update or revise any forward-looking statement to reflect any change in its expectations or in events, conditions, or circumstances on
which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the
forward-looking statements.
Investor
and Media Contact
Matt
Riley
Vice
President
PAVmed
and Lucid Diagnostics
mjr@pavmed.com
