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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): March 30, 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
March 30, 2026, PAVmed Inc. (the “Company”) issued a press release announcing financial results for its fiscal year
ended December 31, 2025 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:
March 30, 2026 |
PAVMED
INC. |
| |
|
| |
By:
|
/s/
Dennis McGrath |
| |
|
Dennis
McGrath |
| |
|
President
and Chief Financial Officer |
Exhibit
99.1
PAVmed
Provides Business Update and Reports Fourth Quarter and Full Year 2025 Financial Results
PAVmed
strengthened its capital structure and relaunched its medical device portfolio under new leadership
Veris
Health advanced strategic partnership with OSU and progressed implantable physiological monitor toward FDA submission
Lucid
Diagnostics expanded EsoGuard healthcare system access and clinical evidence base
Conference
call and webcast to be held today, March 30, at 8:30 AM EST
NEW
YORK, March 30, 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 fourth quarter and year ended December 31, 2025.
Conference
Call and Webcast
The
webcast will take place on Monday, March 30, 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
“Over
the past two years, we’ve undertaken a series of deliberate, systematic actions to fix PAVmed’s legacy capital structure
and strengthen its balance sheet,” said Lishan Aklog, M.D., PAVmed’s Chairman and Chief Executive Officer. “This
process is now complete and we believe PAVmed is exceptionally well positioned to execute on its founding mission — to operate
as a high-growth diversified commercial life sciences company with multiple independently financed subsidiaries operating under a shared
services model. Veris is now well underway in the commercial phase of its strategic engagement with OSU-The James while progressing its
implantable physiological monitor toward FDA submission. Lucid continues to maintain a strong commercial foundation as it approaches
transformative Medicare coverage for EsoGuard. We have also relaunched PAVmed’s medical device portfolio under experienced leadership
and completed the licensing of our endoscopic esophageal imaging technology from Duke University, adding another potential growth engine
to our pipeline.”
Highlights
from the fourth quarter and recent weeks:
| ● | PAVmed strengthened its balance sheet through the completion of a $30 million Series D preferred stock offering and a $15 million senior secured note financing. A portion of the proceeds from these activities was used to eliminate all previously outstanding convertible securities, removing a significant legacy capital structure overhang and extending the Company’s cash runway. In addition, the Company issued $30 million in Series D warrants, which are callable upon the publication of a draft CMS coverage policy for Lucid’s EsoGuard Esophageal DNA Test.
|
| ● | PAVmed relaunched its medical device portfolio and appointed industry veteran Joseph Virgilio as Chief Business Officer of Medical Devices to oversee development and commercialization of its current and future device portfolio, including the PortIO implantable intraosseous vascular access device and endoscopic esophageal imaging technology licensed from Duke University.
|
| ● | Veris
advanced its strategic engagement with The Ohio State University’s James Cancer Hospital,
with the commercial phase well underway and full integration with the hospital’s electronic
health record (EHR) system now complete. |
| ● | Veris is engaged with its development and manufacturing partner for its implantable physiological monitor, supporting a planned late 2026 FDA 510(k) submission.
|
| ● | Lucid
Diagnostics announced fourth quarter and full year 2025 financial results and key
business developments, including: |
| ○ | Recognized $1.5 million in EsoGuard® Esophageal DNA Test revenue for 4Q25 and processed 3,664 EsoGuard tests.
|
| ○ | Awarded U.S. Department of Veterans Affairs (VA) contract for EsoGuard, expanding access across the nation’s largest integrated healthcare system serving approximately nine million veterans.
|
| ○ | Announced
positive data from the largest reported real-world experience of esophageal precancer
detection, evaluating Lucid’s EsoGuard and EsoCheck® Esophageal Cell
Collection Device in nearly 12,000 at-risk patients. |
Financial
Results:
| ● | For the three months ended December 31, 2025, Operating expenses were approximately $6.9 million which include stock-based compensation expenses of $0.3 million. GAAP net loss attributable to common stockholders was approximately $1.8 million, or $(2.05) 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 $0.9 million or $(1.05) per common share. |
| ● | PAVmed had cash and cash equivalents of $1.5 million as of December 31, 2025, compared to $1.2 million as of December 31, 2024.
|
| ● | The
audited financial results for the year ended December 31, 2025 were filed with the SEC on
Form 10-K on March 27, 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 and year ended December 31, 2025 and
2024 are as follows: |
Condensed Consolidated Statement of Operations (Unaudited)
| | |
For the three months ended
December 31, | | |
For the year ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| (in thousands except per-share amounts) | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 52 | | |
$ | 10 | | |
$ | 71 | | |
$ | 2,995 | |
| Operating expenses | |
| 6,853 | | |
| 5 198 | | |
| 21,877 | | |
| 47,482 | |
| Other (Income) Expense | |
| (4,046 | ) | |
| (6 330) | | |
| (19,337 | ) | |
| (72,914 | ) |
| Net (Income) Loss | |
| 2,755 | | |
| (1,142 | ) | |
| 2,469 | | |
| (28,427 | ) |
| Net income (loss) per common share, diluted | |
$ | (2.05 | ) | |
$ | 3.60 | | |
$ | (5.63 | ) | |
$ | 14.90 | |
| Net income (loss) attributable to common stockholders | |
| (1,832 | ) | |
| 1,346 | | |
| (3,774 | ) | |
| 31,966 | |
| Preferred Stock dividends and deemed dividends | |
| 569 | | |
| 85 | | |
| 4,175 | | |
| 7,825 | |
| Net income (loss) as reported | |
| (1,263 | ) | |
| 1,431 | | |
| 401 | | |
| 39,791 | |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization expense1 | |
| 18 | | |
| 69 | | |
| 105 | | |
| 1,198 | |
| Interest expense, net2 | |
| — | | |
| 4 | | |
| (8 | ) | |
| (209 | ) |
| NCI ownership share of Interest and Depreciation
adjustments | |
| (715 | ) | |
| — | | |
| (715 | ) | |
| (229 | ) |
| EBITDA | |
| (1,960 | ) | |
| 1,504 | | |
| (217 | ) | |
| 40,551 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other non-cash or financing related expenses: | |
| | | |
| | | |
| | | |
| | |
| Stock-based compensation expense3 | |
| 232 | | |
| 733 | | |
| 1,707 | | |
| 6,449 | |
| Operating expenses issued in stock1 | |
| 350 | | |
| 150 | | |
| 505 | | |
| 598 | |
| Gain on deconsolidation of subsidiary | |
| — | | |
| — | | |
| — | | |
| (72,287 | ) |
| Change in FV equity method investments | |
| (2,504 | ) | |
| (125 | ) | |
| (8,483 | ) | |
| (532 | ) |
| Change in FV convertible debt2 | |
| 2,940 | | |
| (2,950 | ) | |
| 3,249 | | |
| (462 | ) |
| Loss on debt extinguishment2 | |
| — | | |
| — | | |
| 58 | | |
| 2,535 | |
| Debt modification expense | |
| — | | |
| — | | |
| — | | |
| 2,000 | |
| NCI ownership share of non-GAAP adjustments | |
| — | | |
| — | | |
| — | | |
| (1,262 | ) |
| Non-GAAP adjusted (loss) | |
$ | (942 | ) | |
$ | (688 | ) | |
$ | (3,141 | ) | |
$ | (22,410 | ) |
| Non-GAAP shares outstanding, basic and diluted | |
| 893 | | |
| 361 | | |
| 670 | | |
| 322 | |
| Non-GAAP adjusted (loss) income per share, basic and diluted | |
$ | (1.05 | ) | |
$ | (1.91 | ) | |
$ | (4.69 | ) | |
$ | (69.51 | ) |
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:
Reconciliation
of GAAP Operating Expenses to Non-GAAP Net Operating Expenses
| (in thousands except per-share amounts) | |
For the three months ended
December 31, | | |
For the year ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Cost of revenue | |
$ | 86 | | |
$ | 48 | | |
$ | 218 | | |
$ | 4,840 | |
| Stock-based compensation expense3 | |
| — | | |
| — | | |
| — | | |
| (112 | ) |
| Net cost of revenue | |
| 86 | | |
| 48 | | |
| 218 | | |
| 4,728 | |
| | |
| | | |
| | | |
| | | |
| | |
| Amortization of acquired intangible assets | |
| — | | |
| — | | |
| — | | |
| 559 | |
| | |
| | | |
| | | |
| | | |
| | |
| Sales and marketing | |
| 249 | | |
| 155 | | |
| 917 | | |
| 11,627 | |
| Stock-based compensation expense3 | |
| (2 | ) | |
| (18 | ) | |
| (61 | ) | |
| (1,100 | ) |
| Net sales and marketing | |
| 247 | | |
| 137 | | |
| 856 | | |
| 10,527 | |
| | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 4,691 | | |
| 4,188 | | |
| 16,250 | | |
| 24,524 | |
| Depreciation expense | |
| (18 | ) | |
| (69 | ) | |
| (105 | ) | |
| (639 | ) |
| Operating expenses issued in stock | |
| (350 | ) | |
| (150 | ) | |
| (505 | ) | |
| (598 | ) |
| Stock-based compensation expense3 | |
| (207 | ) | |
| (653 | ) | |
| (1,483 | ) | |
| (4,370 | ) |
| Net general and administrative | |
| 4,116 | | |
| 3,316 | | |
| 14,157 | | |
| 18,917 | |
| | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 1,827 | | |
| 807 | | |
| 4,492 | | |
| 5,932 | |
| Stock-based compensation expense3 | |
| (23 | ) | |
| (62 | ) | |
| (163 | ) | |
| (867 | ) |
| Net research and development | |
| 1,804 | | |
| 745 | | |
| 4,329 | | |
| 5,065 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 6,853 | | |
| 5,198 | | |
| 21,877 | | |
| 47,482 | |
| Depreciation and amortization expense | |
| (18 | ) | |
| (69 | ) | |
| (105 | ) | |
| (1,198 | ) |
| Operating expenses issued in stock | |
| (350 | ) | |
| (150 | ) | |
| (505 | ) | |
| (598 | ) |
| Stock-based compensation expense3 | |
| (232 | ) | |
| (733 | ) | |
| (1,707 | ) | |
| (6,449 | ) |
| Net operating expenses | |
$ | 6,253 | | |
$ | 4,246 | | |
$ | 19,560 | | |
$ | 39,237 | |
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
PAVmed
and Lucid Diagnostics
mjr@pavmed.com
