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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): August 14, 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
August 14, 2026, PAVmed Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter
ended June 30, 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: August 14, 2026 |
PAVMED INC. |
| |
|
| |
By: |
/s/
Dennis McGrath |
| |
|
Dennis McGrath |
| |
|
President and Chief Financial Officer |
Exhibit
99.1
PAVmed
Provides Business Update and Reports Second Quarter 2026 Financial Results
Veris
Health accelerated its commercial engagement with OSU-The James
Veris
Health implantable physiological monitor achieved development milestones towards upcoming FDA submission
Lucid
Diagnostics secured first laboratory benefit manager coverage policy for EsoGuard®
Conference
call and webcast to be held today, August 14, at 8:30 AM EDT
NEW
YORK, August 14, 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”), Veris Health Inc. (“Veris”),
and Octeris Medical Inc. (“Octeris”), and reported financial results for the second quarter ended June 30, 2026.
Conference
Call and Webcast
The
webcast will take place on Friday, August 14, 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
saw tangible progress across its core businesses during this past quarter and recent weeks,” said Lishan Aklog, M.D.,
PAVmed’s Chairman and Chief Executive Officer. “Veris accelerated its commercial engagement with OSU-The James while progressing
development of its implantable physiological monitor toward FDA submission. Lucid secured an important new commercial coverage
policy for EsoGuard while continuing to advance its broader commercial initiatives. And, our relaunched medical device portfolio
is on track with PortIO and Octeris progressing toward key milestones.”
Highlights
from the second quarter and recent weeks:
| ○ | Increased
patient onboarding at OSU-The James as commercial phase of strategic engagement accelerated
and clinical rollout continued across additional departments. |
| ○ | Continued
development of the implantable physiological monitor toward an early 2027 FDA 510(k) submission,
with design freeze nearing completion and manufacturing test runs performing well in preliminary
verification and validation ahead of final clinical testing. |
| ● | Lucid
Diagnostics announced second quarter 2026 financial results and key business developments,
including: |
| ○ | Recognized
$1.5 million in EsoGuard® Esophageal DNA Test revenue for 2Q26 and
processed 2,770 EsoGuard tests. |
| ○ | Secured
first laboratory benefit manager coverage policy for EsoGuard, which recognizes EsoGuard
as medically necessary for patients meeting established screening criteria and has already
been adopted by multiple client health plans. |
| ○ | Developed
a health economic cost-effectiveness model evaluating EsoGuard screening to support commercial
payor engagement and coverage decisions, with preliminary results demonstrating improved
clinical outcomes and cost-effectiveness across nearly all modeled scenarios. |
| ● | PAVmed
Medical Device Portfolio: |
| ○ | PortIO
first-in-human results published in the Journal of Vascular Access, demonstrating
100% device patency, 90% completion of the intended implant duration and no device-related
adverse events. |
| ○ | Advanced
PortIO’s FDA pre-submission process, with FDA meeting request planned for 4Q26. |
| ○ | Octeris continued
development of its multimodal endoscopic imaging probe, improving form factor and image-processing speed, completing
its FDA pre-submission draft, and preparing for clinical validation study at the University of North
Carolina. |
Financial
Results:
| ● | For
the three months ended June 30, 2026, operating expenses were approximately $7.1 million,
which included stock-based compensation expenses of $0.9 million. GAAP net loss attributable
to common stockholders was approximately $5.5 million, or $(0.87) 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 net loss was approximately $1.7 million or $(0.27) per common share. |
| ● | PAVmed
had cash and cash equivalents of $3.8 million as of June 30, 2026, compared to $1.5 million
as of December 31, 2025. |
| ● | The
unaudited financial results for the three and six months ended June 30, 2026 were filed with
the SEC on Form 10-Q on August 13, 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 and six months ended June 30, 2026 and 2025
are as follows: |
| |
| | |
For the three months ended June 30, | | |
For the six months ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| (in thousands except per-share amounts) | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 33 | | |
$ | 6 | | |
$ | 55 | | |
$ | 14 | |
| Operating expenses | |
| 7,055 | | |
| 4,721 | | |
| 15,112 | | |
| 10,174 | |
| Other (Income) Expense, net | |
| (424 | ) | |
| 7,609 | | |
| (7,395 | ) | |
| (16,460 | ) |
| Net (Income) Loss | |
| 6,598 | | |
| 12,324 | | |
| 7,662 | | |
| (6,300 | ) |
| Net income (loss) per common share, diluted | |
$ | (0.87 | ) | |
$ | (22.08 | ) | |
$ | (3.17 | ) | |
$ | 3.94 | |
| Net income (loss) attributable to common stockholders | |
| (5,479 | ) | |
| (13,308 | ) | |
| (12,467 | ) | |
| 4,386 | |
| Preferred Stock dividends and deemed dividends | |
| 95 | | |
| 1,387 | | |
| 7,023 | | |
| 2,661 | |
| Net income (loss) as reported | |
| (5,384 | ) | |
| (11,921 | ) | |
| (5,444 | ) | |
| 7,047 | |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization expense1 | |
| 19 | | |
| 22 | | |
| 39 | | |
| 65 | |
| Interest expense, net2 | |
| (8 | ) | |
| (4 | ) | |
| (24 | ) | |
| (7 | ) |
| NCI ownership share of Interest and Depreciation adjustments | |
| (256 | ) | |
| — | | |
| (507 | ) | |
| — | |
| EBITDA | |
| (5,629 | ) | |
| (11,903 | ) | |
| (5,936 | ) | |
| 7,105 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other non-cash or financing related expenses: | |
| | | |
| | | |
| | | |
| | |
| Stock-based compensation expense3 | |
| 917 | | |
| 162 | | |
| 1,099 | | |
| 1,092 | |
| Operating expenses issued in stock1 | |
| — | | |
| 53 | | |
| 1,951 | | |
| 103 | |
| Change in FV equity method investments | |
| 2,504 | | |
| 10,643 | | |
| 626 | | |
| (10,361 | ) |
| Change in FV convertible debt2 | |
| 565 | | |
| 200 | | |
| (2,795 | ) | |
| 249 | |
| Loss on debt extinguishment2 | |
| — | | |
| — | | |
| 3,422 | | |
| 58 | |
| Change in fair value – warrant liability | |
| — | | |
| — | | |
| (1,831 | ) | |
| — | |
| Change in fair value – rights liability | |
| (24 | ) | |
| — | | |
| (54 | ) | |
| — | |
| Non-GAAP adjusted (loss) | |
$ | (1,667 | ) | |
$ | (845 | ) | |
$ | (3,518 | ) | |
$ | (1,754 | ) |
| Non-GAAP shares outstanding, basic and diluted | |
| 6,269 | | |
| 603 | | |
| 3,938 | | |
| 533 | |
| Non-GAAP adjusted (loss) income per share, basic and diluted | |
$ | (0.27 | ) | |
$ | (1.40 | ) | |
$ | (0.89 | ) | |
$ | (3.29 | ) |
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 June 30, | | |
For the six months ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| (in thousands except per-share amounts) | |
| | |
| | |
| | |
| |
| Cost of revenue | |
$ | 122 | | |
$ | 41 | | |
$ | 219 | | |
$ | 78 | |
| Stock-based compensation expense3 | |
| — | | |
| — | | |
| — | | |
| — | |
| Net cost of revenue | |
| 122 | | |
| 41 | | |
| 219 | | |
| 78 | |
| | |
| | | |
| | | |
| | | |
| | |
| Sales and marketing | |
| 215 | | |
| 220 | | |
| 430 | | |
| 467 | |
| Stock-based compensation expense3 | |
| (8 | ) | |
| (1 | ) | |
| (13 | ) | |
| (46 | ) |
| Net sales and marketing | |
| 207 | | |
| 219 | | |
| 417 | | |
| 421 | |
| | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 4,651 | | |
| 3,670 | | |
| 11,008 | | |
| 8,053 | |
| Depreciation expense | |
| (19 | ) | |
| (22 | ) | |
| (39 | ) | |
| (65 | ) |
| Operating expenses issued in stock | |
| — | | |
| (53 | ) | |
| (1,951 | ) | |
| (103 | ) |
| Stock-based compensation expense3 | |
| (874 | ) | |
| (148 | ) | |
| (1,029 | ) | |
| (944 | ) |
| Net general and administrative | |
| 3,758 | | |
| 3,447 | | |
| 7,989 | | |
| 6,941 | |
| | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 2,067 | | |
| 790 | | |
| 3,455 | | |
| 1,576 | |
| Stock-based compensation expense3 | |
| (35 | ) | |
| (13 | ) | |
| (57 | ) | |
| (102 | ) |
| Net research and development | |
| 2,032 | | |
| 777 | | |
| 3,398 | | |
| 1,474 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 7,055 | | |
| 4,721 | | |
| 15,112 | | |
| 10,174 | |
| Depreciation and amortization expense | |
| (19 | ) | |
| (22 | ) | |
| (39 | ) | |
| (65 | ) |
| Operating expenses issued in stock | |
| — | | |
| (53 | ) | |
| (1,951 | ) | |
| (103 | ) |
| Stock-based compensation expense3 | |
| (917 | ) | |
| (162 | ) | |
| (1,099 | ) | |
| (1,092 | ) |
| Net operating expenses | |
$ | 6,119 | | |
$ | 4,484 | | |
$ | 12,023 | | |
$ | 8,914 | |
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 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