Pavmed SEC Filings

PAVmed Inc. files its annual report describing a diversified life sciences business built around Lucid Diagnostics’ EsoGuard/EsoCheck esophageal precancer tests, the Veris Cancer Care digital platform, and a developing medical device pipeline including PortIO and new endoscopic imaging technology licensed from Duke University.

The company highlights reimbursement and adoption progress for EsoGuard, including a U.S. Department of Veterans Affairs contract and commercial insurer coverage, as well as a strategic Veris partnership with Ohio State’s cancer center. PAVmed also completed a $30 million Series D preferred financing, a 1‑for‑30 reverse stock split to regain Nasdaq compliance, multiple equity raises at Lucid and Veris, and a recapitalization that produced about $7.6 million in net proceeds. Management nonetheless reports continued operating losses and explicitly notes substantial doubt about the company’s ability to continue as a going concern, underscoring heavy reliance on ongoing access to capital.

PAVmed Inc. has called a virtual special meeting on March 27, 2026 to ask stockholders to approve several major capital and governance actions tied to a recent $30 million private placement and recapitalization completed on February 3, 2026.

The key item is approval, for Nasdaq Listing Rule 5635 purposes, of issuing common shares upon conversion of 60,000 shares of Series D Convertible Preferred Stock and in connection with a new senior secured convertible note due 2029. If all 60,000 Series D shares (including those underlying the warrants) convert at $6.50 per share, PAVmed expects to issue 9,230,769 common shares.

As of February 13, 2026, 1,496,696 shares of common stock were outstanding. Stockholders are also being asked to approve a charter amendment allowing removal of any director, with or without cause, by a majority of the outstanding voting power, an amendment to the 2014 Long-Term Incentive Equity Plan to raise the share pool by 1,500,000 shares to 1,713,517 shares, and authority to adjourn the meeting if needed to secure sufficient votes. The Board recommends voting “FOR” all proposals.

PAVmed Inc. has called a virtual special shareholder meeting to approve several significant capital and governance actions tied to a recent $30 million private placement and recapitalization completed on February 3, 2026. Investors bought 30,000 shares of Series D Convertible Preferred Stock and warrants for another 30,000 shares, all initially convertible at $6.50 per share, which could result in 9,230,769 shares of common stock if all 60,000 preferred shares are issued and converted.

Shareholders are also asked to approve issuing shares upon conversion of a $15 million senior secured convertible note due 2029, initially convertible into 33,333 common shares at $450.00 per share. Another proposal would amend the charter to allow removal of any director, with or without cause, by a majority of outstanding voting power while keeping the board classified.

In addition, PAVmed seeks to expand its 2014 Long-Term Incentive Equity Plan by 1,500,000 shares, raising the pool from 213,517 to 1,713,517 shares, to support hiring, retention and equity-based compensation. As of the February 13, 2026 record date, 1,496,696 common shares were outstanding. Collectively, these actions would materially increase the number of shares that can be issued, which may significantly dilute existing holders’ voting and economic interests if fully utilized.

PAVmed Inc. entered subscription agreements with accredited investors to raise $30 million by selling 30,000 shares of new Series D Convertible Preferred Stock and issuing warrants to buy an additional 30,000 Series D shares at $1,000 per share.

The Series D Preferred Stock initially converts into common stock at $6.50 per share, with conversion and voting limited by ownership caps and Nasdaq’s 19.99% market limit until stockholder approval. PAVmed plans a special stockholder meeting by April 30, 2026, and investors holding over 20% of common stock agreed to support the approval.

Concurrently, the company redeemed all 16,962 Series C Preferred shares and refinanced $8,414,890 of its 2022 convertible note into a new secured 2026 Note with $15 million principal, a 15% cash interest rate, and strong covenants, including minimum cash requirements and tests linked to the value of PAVmed’s Lucid Diagnostics stake.

PAVmed Inc. reported that it has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq’s Listing Qualifications department notified the company on January 21, 2026 that its common stock now meets the $1 per share minimum bid price required under Nasdaq Listing Rule 5550(a)(2).

The company had previously been notified on January 23, 2025 that its stock had closed below $1 per share for 30 consecutive business days through January 22, 2025. Nasdaq has since determined that from January 2, 2026 to January 19, 2026, the closing bid price of PAVmed’s common stock was at or above $1 per share, bringing the company back into compliance and reducing the immediate risk of delisting from the Nasdaq Capital Market.

PAVmed Inc. filed an 8-K stating it furnished a press release with financial results for the fiscal quarter ended September 30, 2025, along with a business update. The disclosure was provided under Items 2.02 and 7.01 and is designated as furnished, not filed, under the Exchange Act. The full press release is included as Exhibit 99.1.

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.

PAVmed Inc. (PAVM) called a virtual special meeting for December 5, 2025 to seek stockholder approval for a reverse stock split and an accompanying reduction in authorized common shares. The Board proposes a reverse split at a ratio between 1-for-10 and 1-for-30, with the exact ratio set at its discretion, and to reduce authorized common stock from 250,000,000 to 25,000,000. The reverse split is conditioned on consent of the Series C Preferred holder and includes rounding up for fractional shares to the next whole share.

The Board cites two main reasons: regain Nasdaq minimum bid compliance (common stock must close at or above $1 for at least ten consecutive business days by the current deadline) and broaden potential investor interest. Risks noted include uncertain price impact, potential liquidity reduction, and continued listing risks even if compliance is temporarily regained.

As of the October 23, 2025 record date, 28,085,405 common shares were outstanding and 21,323 Series C Preferred shares were outstanding (convertible into an estimated 3,117,133 common shares, subject to limits). A separate proposal would permit adjournment to solicit more proxies if needed.

PAVmed Inc. filed a preliminary proxy for a special meeting on December 5, 2025 to seek approval for a reverse stock split and a reduction in authorized common shares.

The proposal authorizes a reverse split at a ratio between 1‑for‑10 and 1‑for‑30, with the exact ratio set later by the Board, and reduces authorized common stock from 250,000,000 to 25,000,000. Fractional shares will not be issued; any fraction will be rounded up to one whole share. The reverse split’s effectiveness is conditioned on obtaining consent from the holder of the Series C Preferred Stock.

The Board cites two goals: regaining Nasdaq minimum bid price compliance and potentially broadening investor access. As of October 15, 2025, 26,678,690 common shares were outstanding. The record date is October 23, 2025. Approval of the reverse split requires a majority of the outstanding capital stock and a separate majority of outstanding common stock. An adjournment proposal is also on the ballot to allow additional time to solicit votes if needed.