What changed in this filing

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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-24 · 910 added, 1647 removed, 479 unchanged (84% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

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 December 31, 2024.

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

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term

is defined in Exchange Act Rules 13(a)-15(f).

Our system of internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with accounting principles generally accepted in the U.S.

internal control over financial reporting includes those policies and procedures that:

to the maintenance of records, in reasonable detail, accurately and fairly reflect our transactions

and dispositions of our assets;

reasonable assurance our transactions are recorded as necessary to permit preparation of

our financial statements in accordance with accounting principles generally accepted in the

U.S., and our receipts and expenditures are being made only in accordance with authorizations

of our management and our directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of our assets could have a material effect on the financial statements.

to its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not

prevent or detect all misstatements.

Further, because of changes in conditions, effectiveness of internal controls over financial reporting

may vary over time.

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 December 31, 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.

Management ’ s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13(a)-15(f).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the U.S., and our receipts and expenditures are being made only in accordance with authorizations of our management and our directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets could have a material effect on the financial statements.

Due to its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements.

Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.

Our system contains self-monitoring mechanisms, so actions will be taken to correct deficiencies as they are identified.

management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework

in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

on this evaluation, our management concluded our system of internal control over financial reporting was effective as of December 31,

Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the

rules of the SEC to permit us to provide only management’s report in this Form 10-K.

to Internal Controls Over Financial Reporting

has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect,

our internal controls over financial reporting.

Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded our system of internal control over financial reporting was effective as of December 31, 2025.

This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC to permit us to provide only management’s report in this Form 10-K.

Changes to Internal Controls Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Other Information

the fiscal quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted

or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are

defined in Item 408 of Regulation S-K).

In March 2025, the Company and the lead investor in the February 2025 financing completed by the Company

and Veris entered into an agreement, pursuant to which the lead investor agreed that it would, with respect to the election of the Company’s directors, vote its shares of the Company’s common stock (including those exercisable in respect of their pre-funded warrants) in

accordance with the recommendations of the Company’s board of directors.

During the fiscal quarter ended December 31, 2025 , none of our directors or officers (as defined in Rule 16a - 1 under the Exchange Act) adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).

In March 2026, the Company issued 225,000 shares of its common stock to an investor relations consultant in consideration of services provided.

The offer and sale of the shares of common stock was 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, because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer of the securities.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders

to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025 .

Executive Compensation

information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders

to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

The information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025 .

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by this Item 12 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders

to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

The information required by this Item 12 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025.

Certain Relationships and Related Transactions, and Director Independence

information required by this Item 13 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders

to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

The information required by this Item 13 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025.

Principal Accounting Fees and Services

information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders

to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

The information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025.

Exhibits and Financial Statement Schedules

following documents filed as a part of the report:

following financial statements:

The following documents filed as a part of the report:

The following financial statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID#199)

Report of Independent Registered Public Accounting Firm (PCAOB ID#688)

Consolidated Balance Sheets

3 unchanged sentences

Notes to Consolidated Financial Statements

financial statement schedules:

other than those listed above are omitted for the reason they are not required or are not applicable, or the required information

is shown in the financial statements or notes thereto.

Columns omitted from schedules filed have been omitted because the information

is not applicable.

following exhibits:

Incorporation

Asset Purchase Agreement, dated as of February 25, 2022, by and among LucidDx Labs Inc., Lucid Diagnostics Inc.

and ResearchDx, Inc.

The financial statement schedules:

Schedules other than those listed above are omitted for the reason they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

Columns omitted from schedules filed have been omitted because the information is not applicable.

The following exhibits:

Incorporation by Reference

Certificate of Incorporation

5 unchanged sentences

Certificate of Amendment to Certificate of Incorporation, dated January 15, 2025

Certificate of Amendment to Certificate of Incorporation, dated December 30, 2025

Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock

Form of Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock

Form of Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock

Amended and Restated Bylaws

1 unchanged sentence

Specimen Common Stock Certificate

Specimen Series Z Warrant Certificate

Amended and Restated Series Z Warrant Agreement, dated as of June 8, 2018, by and between PAVmed Inc.

and Continental Stock Transfer & Trust Company, as Warrant Agent

Form of PAVmed Senior Secured Convertible Note

Form of PAVmed 2026 Note

Form of Lucid Diagnostics 2024 Convertible Note

Form of Warrant to Purchase Series D Preferred Stock

Patent Option Agreement

7 unchanged sentences

and Dennis M.

Fifth Amended and Restated 2014 Long-Term Incentive Equity Plan

Sixth Amended and Restated 2014 Long-Term Incentive Equity Plan

Employee Stock Purchase Plan

4 unchanged sentences

Amended and Restated License Agreement, dated as of August 23, 2021, by and between Case Western Reserve University and Lucid Diagnostics Inc.

First Amendment to Amended and Restated License Agreement, dated as of February 15, 2024, by and between Case Western

Reserve University and Lucid Diagnostics Inc.

Second Amendment to Amended and Restated License Agreement, dated as of November 7, 2024, by and between Case Western

Reserve University and Lucid Diagnostics Inc.

First Amendment to Amended and Restated License Agreement, dated as of February 15, 2024, by and between Case Western Reserve University and Lucid Diagnostics Inc.

Second Amendment to Amended and Restated License Agreement, dated as of November 7, 2024, by and between Case Western Reserve University and Lucid Diagnostics Inc.

Form of Stock Option Agreement

Form of Indemnification Agreement

Controlled Equity Offering SM , dated as of December 21, 2021, by and between Cantor Fitzgerald & Co.

and PAVmed Inc.

of Securities Purchase Agreement (Senior Secured Convertible Note)

of Security Agreement (Senior Secured Convertible Note)

Form of Exchange Agreement (Series C Exchange)

Form of Securities Purchase Agreement (Series C Exchange)

Common Stock Purchase Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc.

Registration Rights Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc.

Controlled Equity Offering SM , dated as of November 23, 2022, by and between Cantor Fitzgerald & Co.

and Lucid Diagnostics Inc.

Form of Securities Purchase Agreement (2026 Note)

Form of Security Agreement (2026 Note)

Form of Amendment Agreement

Sales Agreement, dated as of April 17, 2025, by and between Maxim Group LLC and PAVmed Inc.

Form of Registration Rights Agreement (Series D Preferred Stock)

Form of Securities Purchase Agreement (Lucid 2024 Convertible Notes)

8 unchanged sentences

and Lucid Diagnostics Inc.

Tenth Amendment to Management Services Agreement, dated as of December 15, 2025, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Form of Code of Ethics

1 unchanged sentence

List of Subsidiaries

Consent of CBIZ CPAs P.C.

Consent of Marcum LLP

6 unchanged sentences

Form of Compensation Clawback Policy

Instance Document

Taxonomy Extension Schema

Taxonomy Extension Calculation Linkbase

Taxonomy Extension Definition Linkbase

Taxonomy Extension Label Linkbase

Taxonomy Extension Presentation Linkbase

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

2 unchanged sentences

Certain exhibits and schedules have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

The registrant hereby

undertakes to furnish a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission.

The registrant hereby undertakes to furnish a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission.

Lucid Diagnostics Inc.

Form 10-K Summary

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.

and Chief Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, as amended, the report has been signed by the following persons on behalf

of the Registrant and in the capacities and on the dates indicated.

Each person whose signature appears below hereby authorizes both

Lishan Aklog, M.D.

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.

March 27, 2026

/s/ Dennis M.

President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Each person whose signature appears below hereby authorizes both Lishan Aklog, M.D.

and Dennis M.

McGrath or either of them acting in the absence of the others, as his or her true and lawful attorney-in-fact

and agent, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all

capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection

therewith, with the United States Securities and Exchange Commission.

McGrath or either of them acting in the absence of the others, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission.

/s/ Lishan Aklog, M.D.

Chairman of the Board of Directors

March 27, 2026

Lishan Aklog, M.D.

of the Board of Directors

Executive Officer

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Chief Executive Officer

(Principal Executive Officer)

/s/ Dennis M.

March 27, 2026

Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Michael J.

Vice Chairman

March 27, 2026

/s/ Ronald M.

March 27, 2026

/s/ Timothy Baxter

March 27, 2026

Timothy Baxter

Sundeep Agrawal

TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements

of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm (PCAOB ID

/s/ Sundeep Agrawal, M.D.

March 27, 2026

Sundeep Agrawal, M.D.

and SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm (PCAOB ID# 199 )

Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm (PCAOB ID#688)

Consolidated Balance Sheets as of December 31, 2025 and 2024

4 unchanged sentences

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

on the Financial Statements

have audited the accompanying consolidated balance sheets of PAVmed Inc.

and Subsidiaries (the “Company”) as of December

31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows

for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully

described in Note 2, the Company has a significant working capital deficiency, has incurred significant operating losses and needs

to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

The financial statements do not include any adjustments that might result from the outcome of this

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of PAVmed Inc.

and Subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

of Convertible Notes

Audit Matter Description

described in Notes 12 and 13 to the consolidated financial statements, the Company’s aggregate principal balance of the Senior

Secured Convertible Notes amounted to $25.2 million as of December 31, 2024.

The Senior Secured Convertible Notes contain conversion

and redemption features.

The Company elected to account for the Senior Secured Convertible Notes under the fair value option in accordance

with ASC 825.

The fair value of the Senior Secured Convertible Notes was $29.1 million as of December 31, 2024.

The Senior Secured Convertible Note of the Company’s subsidiary, Lucid

Diagnostics Inc., was $10.3 million as of September 10, 2024, the date of deconsolidation.

identified the valuation of convertible notes as a critical audit matter as auditing the Company’s fair value of the Senior Secured

Convertible Notes was complex and involved a high degree of subjectivity because the Company used a complex valuation methodology that

incorporated significant management assumptions including discount rate, expected volatility, installment payment conversion price, and probability weighting of the company optional redemption

and hold to maturity scenarios.

Also, this matter caused us to use increased

effort including involvement of professionals with specialized skill and knowledge.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the valuation of convertible notes included the following, among others:

obtained an understanding of the design of the Company’s controls over the valuation

of the convertible notes, including controls over management’s review of the valuation

model and the significant assumptions used in determining the fair value of the convertible

assistance of our valuation specialists, we audited the fair value of the Senior Secured

Convertible Notes, valuation methodology and key assumptions used in determining the fair

value of the Senior Secured Convertible Notes by:

the appropriateness of the valuation model and techniques used in determining the fair value;

whether significant valuation assumption inputs, including discount rate and expected volatility

are consistent with those that would be used by market participants through the testing of

source information, checking the mathematical accuracy of the calculation, and developing

independent estimates for certain inputs and comparing to those selected by management, where applicable;

assessing the reasonableness of the installment payment conversion price and probability weighting of the company

optional redemption and hold to maturity scenarios by assessing the historical practice and reviewing subsequent events;

Recalculating fair value of the convertible notes for reasonableness.

tested the completeness and accuracy of the underlying data supporting the significant assumptions

and estimates.

have served as the Company’s auditor since 2019.

BALANCE SHEETS

thousands except number of shares and per share data)

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Report of Independent Registered Public Accounting Firm

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2019 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

March 27, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of PAVmed Inc.

and Subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant operating losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

We served as the Company’s auditor from 2019 to 2025.

March 24, 2025, except for the effects of the reverse stock split described in Note 3, as to which the date is March 27, 2026

and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands except number of shares and per share data)

December 31, 2025

6 unchanged sentences

Operating lease right-of-use assets

Intangible assets, net

Equity method investment - at fair value

13 unchanged sentences

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding 1,529,389 at December 31, 2025 and 1,412,865 shares at December 31, 2024

Common stock, $ 0.001

Authorized, 250,000,000

shares (Note 16);

and 8,578,505

shares outstanding as of December 31, 2024 and December 31, 2023, respectively

Preferred stock, $ 0.001 par value.

Authorized, 20,000,000 shares;

Series C Convertible Preferred Stock, stated value $ 1,080 , issued and outstanding of 19,457 at December 31, 2025 and no shares issued and outstanding as of December 31, 2024

Common stock, $ 0.001 par value.

Authorized, 25,000,000 shares (Note 15);

927,934 and 373,300 shares outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

5 unchanged sentences

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes to the consolidated financial statements.

STATEMENTS OF OPERATIONS

thousands except number of shares and per share data)

See accompanying notes to the consolidated financial statements.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except number of shares and per share data)

Operating expenses:

12 unchanged sentences

Change in fair value - Senior Secured Convertible Notes

Loss on issue and offering costs - Senior Secured Convertible Note

Debt extinguishments loss - Senior Secured Convertible Notes

Debt modification expense

Change in fair value - derivative liability

Management fee income

Gain on sale of intellectual property

Other income (expense), net

4 unchanged sentences

Net income (loss) attributable to PAVmed Inc.

Deemed dividend on Series Z warrant modification

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

8 unchanged sentences

Weighted average common shares outstanding, diluted

accompanying notes to the consolidated financial statements.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the YEAR ENDED December 31, 2024

thousands, except number of shares and per share data)

Reflects the Company's 1-for-30 reverse stock split that became effective January 2, 2026.

Refer to Note 3 - Summary of Significant Accounting Policies for further information.

See accompanying notes to the consolidated financial statements.

and SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

for the YEAR ENDED December 31, 2025

(in thousands, except number of shares and per share data)

Stockholders’ Equity (Deficit)

Preferred Stock

- December 31, 2023

$ ( 294,433 ) -

declared - Series B Convertible Preferred Stock

common stock - PAVM ATM Facility

- restricted stock awards

- Senior Secured Convertible Note

- subsidiary common stock - Senior Secured Convertible Note

- stock options of subsidiary

- Employee Stock Purchase Plan

- subsidiary common stock - Employee Stock Purchase Plan

of subsidiary equity transactions

- vendor service agreement

- subsidiary preferred stock (Series A-1)

- subsidiary preferred stock (Series A and Series A-1)

through exchange - subsidiary preferred stock (Series B and Series B-1)

through sale - subsidiary preferred stock (Series B and Series B-1)

deemed dividends on preferred stock attributable to noncontrolling interests

compensation - PAVmed Inc.

compensation - subsidiaries

of intellectual property to Lucid Diagnostics Inc

Deconsolidation

of subsidiary

income (loss)

- December 31, 2024

$ ( 254,965 ) -

accompanying notes to the consolidated financial statements.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the YEAR ENDED December 31, 2023

thousands, except number of shares and per share data)

Preferred Stock

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

Exchange Series C Convertible Preferred Stock to Senior Secured Convertible Debt

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 - December 31, 2025

See accompanying notes to the consolidated financial statements.

and SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

for the YEAR ENDED December 31, 2024

(in thousands, except number of shares and per share data)

Stockholders’ Equity (Deficit)

Preferred Stock

- December 31, 2022

$ ( 228,169 )

declared - Series B Convertible Preferred Stock

common stock - PAVM ATM Facility

- restricted stock awards

- Senior Secured Convertible Note

- subsidiary common stock - Senior Secured Convertible Note

- Employee Stock Purchase Plan

- subsidiary common stock - Employee Stock Purchase Plan

- subsidiary common stock - Committed Equity Facility, net of financing charges

of subsidiary equity transactions

- subsidiary common stock - Settlement APA-RDx - Installment Payment

- vendor service agreement

- subsidiary preferred stock (Series A)

of shares related to reverse stock split

value from Z Warrant modification

compensation - PAVmed Inc.

compensation - subsidiaries

income (loss)

- December 31, 2023

$ ( 294,433 )

accompanying notes to the consolidated financial statements.

STATEMENTS OF CASH FLOWS

thousands, except number of shares and per share data)

Balance - December 31, 2023

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 income (loss)

Balance - December 31, 2024

See accompanying notes to the consolidated financial statements.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except number of shares and per share data)

Years Ended December 31,

4 unchanged sentences

Stock-based compensation

Gain on sale of intellectual property

Gain on deconsolidation of subsidiary

Change in fair value - equity method investment

Issue common stock of subsidiary - termination payment

Amortization of common stock payment for vendor service agreement

Change in fair value - Senior Secured Convertible Notes

Loss on issue - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Note

10 unchanged sentences

Proceeds from sale of intellectual property to Lucid Diagnostics Inc.

Proceeds from sale of intellectual property

Net cash flows provided by (used in) investing activities

1 unchanged sentence

Proceeds – issue of preferred stock - subsidiary

Proceeds – issue of Senior Secured Convertible Note

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 – subsidiary common stock - Committed Equity Facility and At-The-Market Facility

Proceeds – issue common stock – Employee Stock Purchase Plan

5 unchanged sentences

Cash, end of period

accompanying notes to the consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

in these accompanying notes are presented in thousands, except number of shares and per-share amounts.)

1 — The Company

of the Business

(“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.

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.

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.

2 — Liquidity and Going Concern

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.

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 $ 3.0 million of revenue for the year ended December

31, 2024, however the Company expects to continue to experience recurring losses and to generate negative cash flows from operating activities

in the near future.

Company incurred a net income attributable to PAVmed Inc.

common stockholders of approximately $ 32.0 million and had net cash flows used

in operating activities of approximately $ 33.6 million for the year ended December 31, 2024.

As of December 31, 2024, the Company had

negative working capital of approximately $ 33.3 million, with such working capital inclusive of the Senior Secured Convertible Notes

classified as a current liability of an aggregate of approximately $ 29.1 million and approximately $ 1.2 million of cash.

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 consolidated financial statements are issued.

3 — Summary of Significant Accounting Policies

Accounting Policies

of Presentation

accompanying consolidated financial statements 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”), and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries.

All significant

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 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.

The deconsolidation of Lucid Diagnostics has resulted in a gain recognized in PAVmed’s

statement of operations for the period ended December 31, 2024.

From September 10, 2024, PAVmed has elected the fair value option to

account for its equity method investment in Lucid Diagnostics.

See below and Note 4, Equity Method Investment for a discussion

on the impact of the deconsolidation of Lucid Diagnostics.

See Note 17, 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.

amounts in the accompanying consolidated financial statements and these 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.

February 2023, the Company distributed a proxy statement for a special meeting of shareholders that was held on March 31, 2023 (the

“Special Meeting”), at which the Company sought approval of an amendment to the Company’s Certificate of

Incorporation, to effect, (i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging

to 1-for-15 ,

to be determined by the board of directors of the Company in its sole discretion, and (ii) an associated reduction in the number of

shares of common stock the Company is authorized to issue, from 250,000,000

shares to 50,000,000

On March 31, 2023, the shareholders approved the above proposal to amend the Company’s Certificate of Incorporation,

to effect, at any time prior to the one-year anniversary date of the Special Meeting.

On November 28, 2023 the Company’s board

of directors, unanimously authorized management to effect the reverse split at the ratio of 1-for-15 .

The reverse stock split became effective on December 7, 2023.

See accompanying notes to the consolidated financial statements.

and SUBSIDIARIES

NOTES TO 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 is a diversified commercial-stage life sciences company operating in the medical device, diagnostics, and digital health sectors.

It operates through multiple independently financed subsidiaries under a shared services model.

The Company’s strategy is to advance and commercialize innovative healthcare technologies through its subsidiaries while maintaining flexibility to structure financing at either the PAVmed level or within its subsidiaries.

The Company’s subsidiaries include Lucid Diagnostics, a commercial-stage cancer prevention medical diagnostics company that markets the EsoGuard® Esophageal DNA Test and EsoCheck® Esophageal Cell Collection Device, of which the Company is the largest voting stockholder, and Veris Health, a majority-owned digital health company focused on improving personalized cancer care during treatment and throughout survivorship through digital health tools and the development of an implantable physiological monitor designed to interface with the Veris Cancer Care Platform.

PAVmed continues to support the commercial expansion of EsoGuard through Lucid Diagnostics and to pursue strategic partnerships to expand adoption of the Veris Cancer Care Platform.

In addition, PAVmed is developing a medical device portfolio, including its PortIO implantable intraosseous vascular access device and recently licensed endoscopic imaging technology from Duke University.

The Company continues to evaluate opportunities to expand its portfolio through internal development and external licensing.

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, preferred 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 development of a pipeline of products through commercialization, and related ongoing research and development activities and clinical trials.

The Company generated $ 0.1 million of revenue for the year ended December 31, 2025 , however the Company expects to continue to experience recurring losses and to generate negative cash flows from operating activities in the near future.

The Company incurred a net loss attributable to PAVmed Inc.

common stockholders of approximately $ 3.8 million and had net cash flows used in operating activities of approximately $ 5.2 million for the year ended December 31, 2025 .

As of December 31, 2025 , the Company had negative working capital of approximately $ 12.3 million, with such working capital inclusive of the Senior Secured Convertible Notes classified as a current liability of an aggregate of approximately $ 11.1 million and approximately $ 1.5 million of cash.

Subsequent to December 31, 2025, on February 3, 2026, concurrent with the Series D Preferred Stock Offering (as defined below), the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding and refinanced all $ 8,415 in principal and interest of its September 2022 Senior Convertible Note, in consideration of a cash payment to the holder of approximately $ 22,346 (which was made using proceeds from the sale of the Series D Preferred Stock), and the issuance of the 2026 Note (as defined below) with a principal amount of $ 15.0 million face value principal.

Refer to Note 12, Debt and Note 14, Preferred Stock for additional information.

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, the exercise of outstanding warrants by the holders thereof 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 consolidated financial statements are issued.

Note 3 — Summary of Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements 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”), and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries.

All significant 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 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.

The deconsolidation of Lucid Diagnostics has resulted in a gain recognized in PAVmed’s statement of operations for the year ended December 31, 2024.

From September 10, 2024, PAVmed has elected the fair value option to account for its equity method investment in Lucid Diagnostics.

See below and Note 4, Equity Method Investment for a discussion on the impact of the deconsolidation of Lucid Diagnostics.

See Note 16, 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.

All amounts in the accompanying consolidated financial statements and these 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.

Reverse Stock Split

In October 2025, the Company distributed a proxy statement for a special meeting of shareholders that was held on December 5, 2025 ( the “Special Meeting”), at which the Company sought approval of an amendment to the Company’s Certificate of Incorporation, to effect, (i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging from 1 -for- 10 to 1 -for- 30 , to be determined by the board of directors of the Company in its sole discretion, and (ii) an associated reduction in the number of shares of common stock the Company is authorized to issue, from 250,000,000 shares to 25,000,000 shares.

On December 5, 2025, the shareholders approved the above proposal to amend the Company’s Certificate of Incorporation, to effect, at any time prior to the one -year anniversary date of the Special Meeting.

On December 30, 2025 the Company’s board of directors, unanimously authorized management to effect the reverse split at the ratio of 1 -for- 30 .

The reverse stock split became effective on January 2, 2026.

At the effective date, every 30 shares of the Company’s common stock that were issued and outstanding were automatically combined into one issued and outstanding share, without any change in par value of such shares.

No fractional shares were issued in connection with the reverse stock split.

Instead, each fractional share remaining after completion of the reverse stock split that was less than a whole share

was rounded up to one whole share.

The reverse stock split also correspondingly affected all outstanding PAVmed equity awards and

outstanding convertible securities.

authorized, issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been

adjusted to reflect this reverse stock split for all prior periods presented.

preparing the 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 consolidated financial statements, as well as the reported amounts of revenue

and expenses during the reporting period.

Significant estimates in these consolidated financial statements include those related to the

estimated fair value of debt obligations, stock-based equity awards, intangible assets, and common stock purchase warrants.

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.

Instead, each fractional share remaining after completion of the reverse stock split that was less than a whole share was rounded up to one whole share.

The reverse stock split also correspondingly affected all outstanding PAVmed equity awards and outstanding convertible securities.

All authorized, issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect this reverse stock split for all prior periods presented.

Use of Estimates

In preparing the 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 consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

Significant estimates in these consolidated financial statements include those related to the estimated fair value of debt obligations, preferred stock, stock-based equity awards, and common stock purchase warrants.

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

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.

in the Company’s cash as of December 31, 2024 and December 31, 2023 is $ 299 related to a restricted deposit account for a standby

letter of credit associated with our corporate headquarters which has a lease maturity date in 2030.

3 — Summary of Significant Accounting Policies - continued

costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and

equity capital.

Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds

to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified

or for which the fair value option is elected.

Offering costs, lender fees, and warrants issued in connection with debt financing, to

the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt,

with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant

rate of interest.

Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.

Note 3 — Summary of Significant Accounting Policies - continued

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 December 31, 2025 and December 31, 2024 is $ 299 related to a restricted deposit account for a standby letter of credit associated with our corporate headquarters which has a lease maturity date in 2030.

Offering Costs

Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital.

Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected.

Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest.

Offering costs associated with in-process capital financing are accounted for as deferred offering costs.

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.

The Company’s revenue through the date of Lucid’s deconsolidation from

PAVmed’s results of operations as of September 10, 2024, was primarily generated by Lucid’s

laboratory testing services utilizing its EsoGuard Esophageal DNA tests.

(As a result of the deconsolidation, however, such revenue will

no longer be included in the Company’s consolidated revenue.) The services are 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.

key aspects considered by the Company in determining recognized revenue during the period covered by the financial statements herein

(during which revenue generated by Lucid during the pre-deconsolidation period that met this criteria is included in our results of operations)

include the following:

Contracts —The

Company’s customer is primarily the patient, 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.

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.

However, when a patient

is considered self-pay, the Company requires payment from the patient prior to the commencement of the Company’s performance obligations.

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.

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.

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).

consideration expected to be collected from a contract with a customer may include fixed amounts, variable amounts, or both.

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.

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

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.

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.

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.

3 — Summary of Significant Accounting Policies - continued

Company carries test supply inventories to support our laboratory activities.

The inventories are carried at the lower of weighted average

cost and net realizable value and expensed through cost of sales as the supplies are used.

assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives.

Additions and

improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions.

costs for maintenance and repairs are expensed as incurred.

Company adopted FASB ASC Topic 842, Leases , (“ASC 842”) effective December 31, 2021.

All significant lease agreements

and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC 842, wherein, if the contractual

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 are 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.

The key aspects considered by the Company in determining recognized revenue during the period covered by the financial statements herein (during which revenue generated by Lucid during the pre-deconsolidation period that met this criteria is included in our results of operations) include the following:

Contracts —The Company’s customer is primarily the patient, 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.

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.

However, when a patient is considered self-pay, the Company requires payment from the patient prior to the commencement of the Company’s performance obligations.

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.

Note 3 — Summary of Significant Accounting Policies - continued

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.

Note 3 — Summary of Significant Accounting Policies - continued

Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives.

Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions.

The costs for maintenance and repairs are expensed as incurred.

The Company adopted FASB ASC Topic 842, Leases , (“ASC 842” ) effective December 31, 2021.

All significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC 842, wherein, if the contractual arrangement:

involves the use of a distinct identified asset;

provides for the right to substantially all the economic benefits from

the use of the asset throughout the contractual period;

provides for the right to substantially all the economic benefits from the use of the asset throughout the contractual period;

and provides for the right to direct the use of the asset.

A lease agreement

is accounted for as either a finance lease or an operating lease.

Under both a finance lease and an operating lease, the Company recognizes

as of the lease commencement date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability.

lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents

its contractual obligation to make lease payments.

The lease ROU asset is measured at the lease commencement date as the present value

of the future lease payments plus initial direct costs incurred.

The Company recognizes lease expense of the amortization of the lease

ROU asset for an operating lease on a straight-line basis over the lease term;

and for financing leases on a straight-line basis unless

another basis is more representative of the pattern of economic benefit.

The operating ROU asset also includes any lease incentives received

for improvements to leased property, when the improvements are lessee-owned.

For improvements to leased property that are lessor-owned,

the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over

the life of the lease.

lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental

borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest

method for financing leases.

leases may include options to extend or terminate the agreement.

The Company does not assume renewals in determination of the lease term

unless the renewals are deemed to be reasonably certain at lease commencement.

As well, an option to terminate is considered unless it

is reasonably certain the Company will not exercise the option.

The Company elected the practical expedient to not recognize a lease

ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in

the aggregate lease payments being recognized on a straight line basis over the lease term.

The Company’s leases with a commencement

date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December

A lease agreement is accounted for as either a finance lease or an operating lease.

Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability.

A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments.

The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred.

The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term;

and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit.

The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned.

For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease.

The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases.

Certain leases may include options to extend or terminate the agreement.

The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement.

As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option.

The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term.

Additionally, the Company elected the practical expedient to not separate lease and non-lease components.

intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life.

Note 9, Intangible Assets, net , for further information with respect to purchased intangible assets.

- Long Lived Assets

Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in

circumstances indicate the carrying amount of the assets may not be fully recoverable.

The Company evaluates assets for potential impairment

by comparing estimated future undiscounted net cash flows to the carrying amount of the asset.

If the carrying amount of the assets exceeds

the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets

and fair value which is generally an expected present value cash flow technique.

The assessment and determination of the existence of

an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate

to such evaluation.

3 — Summary of Significant Accounting Policies - continued

awards are made to members of the board of directors of the Company, the Company’s employees and nonemployees, under each of the

PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan.

The Company accounts for stock-based compensation in accordance with

the provisions of FASB ASC Topic 718, Stock Compensation (“ASC 718”).

grant date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which

is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so

the cumulative expense recognized is at least equal to or greater than the estimated fair value of the vested portion of the respective

stock-based award as of the reporting date.

Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity

Plan and the Lucid Diagnostics 2018 Equity Plan, which requires the Company to make certain weighted average valuation estimates and

assumptions for stock-based awards, principally as follows:

respect to the PAVmed 2014 Equity Plan, the expected stock price volatility is based on the

historical stock price volatility of PAVmed Inc.

common stock over the period commensurate

with the expected term with respect to stock options granted to the board of directors and

employees in the years ended December 31, 2024 and 2023;

respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan, the expected

stock price volatility is based on the historical stock price volatility of Lucid Diagnostics

common stock and the volatilities of similar entities within the medical device industry

over the period commensurate with the expected term with respect to stock options granted

to employees in the years ended December 31, 2024 and 2023;

risk-free interest rate is based on the interest rate payable on U.S.

Treasury securities

in effect at the time of grant for a period commensurate with either the expected term or

the remaining contractual term, as applicable, of the stock option;

expected dividend yield is based on annual dividends of $ 0.00 as there have not been dividends

paid to-date, and there is no plan to pay dividends for the foreseeable future.

price per share of PAVmed Inc.

common stock used in the computation of estimated fair value of stock options and restricted stock awards

granted under the PAVmed 2014 Equity Plan is its quoted closing price per share.

price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock

awards granted under the Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share.

Instruments Fair Value Measurements

ASC Topic 820, Fair Value Measurement , (ASC 820) defines fair value as the price which would be received to sell an asset or paid

to transfer a liability in an orderly transaction between market participants at a transaction measurement date.

The ASC 820 three-tier

fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows:

Valuations based on quoted prices for identical assets and

liabilities in active markets.

Valuations based on observable inputs other than quoted prices

included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar

assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data.

Valuations based on unobservable inputs reflecting the Company’s

own assumptions, consistent with reasonably available assumptions made by other market participants.

These valuations require significant

3 — Summary of Significant Accounting Policies - continued

Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially

qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, D erivatives and Hedging

The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the

respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if the warrant

agreement provides required or potential full or partial cash settlement.

A warrant classified as a derivative liability, or a bifurcated

embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with

such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or

If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently

classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted

on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative

liability will be derecognized at such date-of-occurrence fair value.

recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models,

including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility

in the value of the Company’s common stock price;

Impairment - Long Lived Assets

The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable.

The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset.

If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique.

The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation.

Note 3 — Summary of Significant Accounting Policies - continued

Stock-Based Compensation

Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and the Company's consultants, under each of the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan.

The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation (“ASC 718” ).

The grant date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at least equal to or greater than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date.

The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, which requires the Company to make certain weighted average valuation estimates and assumptions for stock-based awards, principally as follows:

With respect to the PAVmed 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed Inc.

common stock over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2025 and 2024 ;

With respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of Lucid Diagnostics common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the year ended December 31, 2024;

The risk-free interest rate is based on the interest rate payable on U.S.

Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option;

The expected dividend yield is based on annual dividends of $ 0.00 as there have not been dividends paid to-date, and there is no plan to pay dividends for the foreseeable future.

The price per share of PAVmed Inc.

common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed 2014 Equity Plan is its quoted closing price per share.

The price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share.

Financial Instruments Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurement , (ASC 820 ) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date.

The ASC 820 three -tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows:

1 Valuations based on quoted prices for identical assets and liabilities in active markets.

2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data.

3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

These valuations require significant judgment.

Note 3 — Summary of Significant Accounting Policies - continued

The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, D erivatives and Hedging (ASC 815 ).

The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if the warrant agreement provides required or potential full or partial cash settlement.

A warrant classified as a derivative liability, or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or expense.

If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative liability will be derecognized at such date-of-occurrence fair value.

The recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models, including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility in the value of the Company’s common stock price;

the Company’s dividend yield;

the likelihood and timing of future dilutive

transactions, as applicable, along with the risk-free rates based on U.S.

the likelihood and timing of future dilutive transactions, as applicable, along with the risk-free rates based on U.S.

Treasury security yields.

Changes in these assumptions can

materially affect the estimated fair values.

of December 31, 2024 and 2023, the carrying values of cash, and accounts payable, approximate their respective fair value due to the

short-term nature of these financial instruments.

Method Investments

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 20 % and a 50 % interest in the voting securities of an equity method business, as well as voting rights associated with PAVmed’s

holdings in common stock in that company.

PAVmed has elected the fair value option to account for its equity method investment, Lucid

Diagnostics, beginning on September 10, 2024 through the period ended December 31, 2024.

Value Option (“FVO”) Election

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, referred

to herein as the “September 2022 Senior Convertible Note”, which are accounted under the “fair value option election”

as discussed below.

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.

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”)

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 are presented in a single line item within other income (expense) in the accompanying

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).

3 — Summary of Significant Accounting Policies - continued

Note 12, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 13, 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.

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.

Instruments - Derivatives

Company evaluates its financial instruments to determine if the financial instrument itself or if any embedded components of a financial

instrument potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives

and Hedging (ASC 815).

The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific

terms of the respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if

the warrant agreement provides required or potential full or partial cash settlement.

A warrant classified as a derivative liability,

or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date

fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized

as other income or expense.

If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability

being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability

will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense,

and then the derivative liability will be derecognized at such date-of-occurrence fair value.

and Development Expenses

and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product

research and development activities, and the costs related to the Company’s various contract research service providers, suppliers,

engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment

used in research and development activities, and fees incurred for access to certain facilities of contract research service providers.

Costs and Purchased Patent License Rights

related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred

and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements

of operations.

Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item

captioned “general and administrative” expenses in the accompanying consolidated statements of operations.

Company has entered into agreements with third parties to acquire technologies for potential commercial development.

Such agreements

generally require an initial payment by the Company when the contract is executed.

The purchase of patent license rights for use in research

and development activities, including product development, are expensed as incurred and are classified as research and development expense.

Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and

achieves a certain sales volume, which is included in cost of revenues in the accompanying consolidated statements of operations.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification

(“ASC”) Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development,

including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and

Drug Administration (“FDA”), are charged to research and development expense as incurred.

Future contract milestone and /or

royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding

milestone can be objectively estimated.

Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740).

tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year.

Deferred tax assets

and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards.

Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

Changes in deferred tax assets and deferred tax liabilities

are recorded in the provision for income taxes.

ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through

their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future

A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when

the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized.

a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets,

and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a

valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized

as a charge to income tax expense as of December 31, 2024 and 2023.

3 — Summary of Significant Accounting Policies - continued

Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position

is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest

amount having a greater than 50% likelihood of being realized upon ultimate settlement.

As of December 31, 2024, the Company does no t

have any unrecognized tax benefits resulting from uncertain tax positions.

Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

There were no

amounts accrued for penalties or interest as of December 31, 2024 and December 31, 2023 or recognized during the years ended December

31, 2024 and 2023.

The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material

deviations from its position.

per share is computed by dividing each respective net income or net loss by the number of “basic weighted average common

shares outstanding” and “diluted weighted average shares outstanding” for the reporting period indicated.

basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of

common stock of the Company are issued and outstanding during the respective reporting period indicated.

The diluted weighted

average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common

stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a

weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods

indicated, if dilutive.

The Company’s common stock equivalents include convertible preferred stock, convertible debt, common

stock purchase warrants, and stock options and unvested restricted stock awards granted under the PAVmed Inc.

Changes in these assumptions can materially affect the estimated fair values.

As of December 31, 2025 and 2024 , the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments.

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 20% and a 50% interest in the voting securities of an equity method business, as well as voting rights associated with PAVmed’s holdings in common stock in that company.

PAVmed accounts for Lucid Diagnostics as an equity method investment beginning on September 10, 2024 through the year ended December 31, 2025 .

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, 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 are presented in a single line item within other income (expense) in the accompanying 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).

Note 3 — Summary of Significant Accounting Policies - continued

See Note 11, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 12, 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.

Preferred Stock

Preferred stock issued by the Company that is subject to mandatory redemption would be classified as a liability instrument in the Company's consolidated balance sheets and would be measured at fair value at the date of issuance.

Conditionally redeemable preferred stock (including preferred stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) would be classified within mezzanine equity in the Company's consolidated balance sheets.

At all other times, preferred stock is classified within stockholders’ equity (deficit).

Research and Development Expenses

Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers.

Patent Costs and Purchased Patent License Rights

Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations.

Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “general and administrative” expenses in the accompanying consolidated statements of operations.

The Company has entered into agreements with third parties to acquire technologies for potential commercial development.

Such agreements generally require an initial payment by the Company when the contract is executed.

The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense.

Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume, which is included in cost of revenues in the accompanying consolidated statements of operations.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 730, “ Research and Development ”, (“ASC 730” ), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred.

Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated.

Note 3 — Summary of Significant Accounting Policies - continued

The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes , (ASC 740 ).

Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year.

Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards.

Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes.

Under ASC 740, a “more-likely-than- not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense.

A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than- not, the full or partial amount of the net deferred tax asset will not be realized.

As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than- not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2025 and 2024 .

The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than- not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement.

As of December 31, 2025 , the Company does not have any unrecognized tax benefits resulting from uncertain tax positions.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

There were no amounts accrued for penalties or interest as of December 31, 2025 and December 31, 2024 or recognized during the years ended December 31, 2025 and 2024 .

The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position.

Earnings Per Share

Earnings per share is computed by dividing each respective net income or net loss by the number of “basic weighted average common shares outstanding” and “diluted weighted average shares outstanding” for the reporting period indicated.

The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated.

The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive.

The Company’s common stock equivalents include convertible preferred stock, convertible debt, common stock purchase warrants, and stock options and unvested restricted stock awards granted under the PAVmed Inc.

2024 Long-Term Incentive Equity Plan.

Notwithstanding,

as the Company has a net loss for the reporting period ended December 31, 2023, only the basic weighted average common shares outstanding

are used to compute the basic and diluted net loss per share attributable to PAVmed Inc.

common stockholders, for the reporting period

ended December 31, 2023.

Series B Convertible Preferred Stock dividends earned as of the each of the respective periods are included in the calculation of basic

and diluted net loss attributable to PAVmed Inc.

Notwithstanding, as the Company has a net loss for the reporting period ended December 31, 2025, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc.

common stockholders, for the reporting period ended December 31, 2025.

The Series B Convertible Preferred Stock dividends earned as of the each of the respective periods are included in the calculation of basic and diluted net loss attributable to PAVmed Inc.

common stockholders for each respective period presented.

Further, the Series B Convertible

Preferred Stock has the right to receive common stock dividends.

As such, the Series B Convertible Preferred Stock would potentially

be considered participating securities under the two-class method of calculating net loss per share.

Adopted Accounting Pronouncements

November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU

2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim

basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently

required annually.

The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024.

Further, the Series B Convertible Preferred Stock has the right to receive common stock dividends.

As such, the Series B Convertible Preferred Stock would potentially be considered participating securities under the two -class method of calculating net loss per share.

Note 3 — Summary of Significant Accounting Policies - continued

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

December 31, 2024, on a retrospective basis.

The adoption of the ASU did not change the way that

the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related

Refer to Note 20, Segment Information for further information on the Company’s reportable segment.

Accounting Standards Updates Not Yet Adopted

The guidance was adopted by the Company effective January 1, 2025, on a prospective basis.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements, but resulted in new or expanded disclosures upon adoption.

Refer to Note 17, Income Taxes for further information.

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):

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 consolidated financial statements.

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.

is effective for the Company prospectively to all annual periods beginning after December 15, 2024.

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.

Company does not expect the standard to have a significant impact on its consolidated financial statements.

October 2023, the FASB issued ASU No.

The Company is currently evaluating the potential impact of this guidance on its 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.

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.

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 consolidated financial statements

and disclosures.

4 — Equity Method Investment

September 10, 2024, following preferred equity transactions completed by Lucid earlier in 2024 and the termination of voting proxies

entered into between PAVmed and certain shareholders of Lucid, PAVmed’s voting interest in the Company was reduced to less than

50.0 %, resulting in the loss of a controlling financial interest.

However, PAVmed retains the ability to exercise significant influence

The Company is currently evaluating the impact this update will have on its consolidated financial statements and disclosures.

Note 4 — Equity Method Investment

On September 10, 2024, following preferred equity transactions completed by Lucid earlier in 2024 and the termination of voting proxies entered into between PAVmed and certain shareholders of Lucid, PAVmed’s voting interest in the Company was reduced to less than 50.0 %, resulting in the loss of a controlling financial interest.

However, PAVmed retains the ability to exercise significant influence over Lucid.

As a result, the Company deconsolidated Lucid.

The following table reflects the net assets of Lucid at the time of deconsolidation:

of Deconsolidation of Net Assets

Current assets:

13 unchanged sentences

Net Assets of Lucid Diagnostics at September 10, 2024

deconsolidation, the Company owned 31,302,444 shares of Lucid Diagnostics common stock, which were valued at $ 25.1 million, resulting

in a gain on deconsolidation of $ 72.3 million in the accompanying consolidated statements of operations for the year ended December 31,

Upon deconsolidation, the Company owned 31,302,444 shares of Lucid Diagnostics common stock, which were valued at $ 25.1 million, resulting in a gain on deconsolidation of $ 72.3 million in the accompanying consolidated statements of operations for the year ended December 31, 2024.

The Company recorded the following:

Gain on Deconsolidation

Investment in former Consolidated Subsidiary (Fair Value of Lucid common stock)

2 unchanged sentences

Gain on Deconsolidation of Lucid

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.

4 — Equity Method Investment - continued

following presents summarized financial information related to Lucid accounted for under the equity method as of December 31, 2024.

aggregate information has been compiled from the financial statements of Lucid.

of Aggregate Information From the Financial Statements

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.

Note 4 — Equity Method Investment - continued

The following presents summarized financial information related to Lucid accounted for under the equity method as of December 31, 2025 .

This aggregate information has been compiled from the financial statements of Lucid.

December 31, 2025

December 31, 2024

Other current assets

2 unchanged sentences

Non-current liabilities

Shareholders’ deficit

Total liabilities and stockholders’ deficit

Shareholders’ equity

Total liabilities and stockholders’ equity

December 31, 2025

Net income (loss)

January 1, 2024 -

September 11, 2024 -

September 11, 2024 - December 31, 2024

September 10, 2024

December 31, 2024

Net income (loss)

was consolidated and included in PAVmed’s consolidated results for the period of January 1, 2024 through September 10, 2024.

amounts from September 11, 2024 through December 31, 2024 were not included in PAVmed’s consolidated results.

September 10, 2024 and December 31, 2024, the fair value of the Company’s investment in Lucid was $ 25.1 million and $ 25.6 million,

respectively, with the company recognizing an unrealized gain on its investment in Lucid of $ 0.5 million in the accompanying consolidated

statements of operations for the year ended December 31, 2024.

The fair value of shares of Lucid’s common stock held by the Company

was determined using the closing price of Lucid’s common stock per share on September 10, 2024 and December 31, 2024 of $ 0.802

and $ 0.819 , respectively.

At September 10, 2024 and December 31, 2024, PAVmed held approximately 40 % of Lucid’s common stock voting

- Management Services Agreement

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 respective companies’

boards of directors approved an amendment to the MSA to increase the MSA Fee to $ 833 per month, effective January 1, 2024.

2024, the respective companies’ boards of directors approved the Company to enter into a ninth amendment to the MSA.

amendment, the monthly fee due to the Company from Lucid was increased from $ 833 to $ 1,050 , effective July 1, 2024.

During the period

following the deconsolidation of Lucid from the Company’s results of operations, i.e., from September 11, 2024 through December

31, 2024, MSA fee income was $ 3,850 .

of Intellectual Property to Lucid

September 27, 2024, the Company entered into an Assignment of Patent Rights with PAVmed, pursuant to which PAVmed assigned certain patent

rights to the Company related to the EsoCheck device.

In consideration of the assignment the Company agreed to pay PAVmed a $ 350 assignment

5 — Revenue from Contracts with Customers

the year ended December 31, 2024, the Company recognized total revenue of $ 2,995 , primarily resulting from the delivery of patient EsoGuard

test results.

Revenue recognized from customer contracts deemed to include a variable consideration transaction price is limited to the

unconstrained portion of the variable consideration.

The Company’s revenue for the year ended December 31, 2023 was $ 2,452 , primarily

resulting from the delivery of patient EsoGuard test results.

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.

the year ended December 31, 2024, the cost of revenue was $ 4,840 , primarily related to costs for our laboratory operations and EsoCheck

device supplies.

The Company’s cost of revenue for the year ended December 31, 2023 was $ 6,420 , primarily related to costs for

our laboratory operations and EsoCheck device supplies.

6 — Prepaid Expenses, Deposits, and Other Current Assets

expenses and other current assets consisted of the following as of:

of Prepaid Expenses and Other Current Assets

*Lucid was consolidated and included in PAVmed’s consolidated results for the period of January 1, 2024 through September 10, 2024.

The amounts from September 11, 2024 through December 31, 2024 were not included in PAVmed’s consolidated results.

At December 31, 2025 and December 31, 2024, the fair value of the Company’s investment in Lucid was $ 34.1 million and $ 25.6 million, respectively, with the Company recognizing unrealized gains on its investment in Lucid of $ 8.5 million and $ 0.5 million, respectively, in the accompanying consolidated statements of operations.

The fair value of shares of Lucid’s common stock held by the Company was determined using the closing price of Lucid’s common stock per share on December 31, 2025 and December 31, 2024 of $ 1.09 and $ 0.819 , respectively.

At December 31, 2025 and December 31, 2024, PAVmed held approximately 27.5 % and 40 %, respectively, of Lucid’s common stock voting interest.

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 may be terminated by Lucid at any time.

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 is $ 1,050 which became effective on July 1, 2024.

In December 2025, Lucid and the Company were authorized by their respective boards of directors to enter, and they did enter, into a tenth amendment to the MSA.

Under this amendment, the monthly fee due from Lucid to the Company for December 2025 was increased from $ 1,050 to $ 2,277 (such increased amount reflects the pro rata portion of certain employee-related costs in respect of services performed by PAVmed employees for the benefit of Lucid under the MSA.) During the period following the deconsolidation of Lucid from the Company’s results of operations, i.e., from September 11, 2024 through December 31, 2024, MSA fee income was $ 3,850 .

During the year ended December 31, 2025 , MSA fee income was $ 13.8 million.

Note 5 — Revenue from Contracts with Customers

Revenue Recognized

The Company recognized $ 71 during the year ended December 31, 2025 from subscription revenue derived from its Veris Health Cancer Care Platform.

In addition, the Company's revenue for the year ended December 31, 2024 was $ 2,995 , primarily resulting from the delivery of patient EsoGuard test results during the period prior to the deconsolidation of Lucid Diagnostics from PAVmed's consolidated results.

Revenue recognized from customer contracts deemed to include a variable consideration transaction price is limited to the unconstrained portion of the variable consideration.

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 $ 218 for the year ended December 31, 2025 are principally from amounts incurred in the delivery by Veris Health of patient services including web hosting costs, patient devices, and compensation costs.

The Company's cost of revenues for the year ended December 31, 2024 was $ 4,840 , primarily related to costs for our laboratory operations and EsoCheck device supplies.

Note 6 — Prepaid Expenses, Deposits, and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of:

December 31, 2025

4 unchanged sentences

Total prepaid expenses, deposits and other current assets

7 — Fixed Assets

assets, less accumulated depreciation, consisted of the following as of:

of Fixed Assets

Note 7 — Fixed Assets

Fixed assets, less accumulated depreciation, consisted of the following as of:

Estimated Useful Life

10 unchanged sentences

Lesser of remaining lease term or estimated useful life.

expense of $ 639 and $ 911 for the years ended December 31, 2024 and 2023, respectively, is included in general and administrative expenses

in the accompanying consolidated statements of operations.

components of lease expense were as follows:

Schedule of Lease Expense

Depreciation expense of $ 105 and $ 639 for the years ended December 31, 2025 and 2024 , respectively, is included in general and administrative expenses in the accompanying consolidated statements of operations.

Note 8 — Leases

The components of lease expense were as follows:

Years Ended December 31,

3 unchanged sentences

Total lease cost

Company’s future lease payments as of December 31, 2024, which are presented as operating lease liabilities, current portion and

operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows:

of Future Minimum Lease Payments for Operating Leases

The Company’s future lease payments as of December 31, 2025 , which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows:

Total lease payments

1 unchanged sentence

Present value of lease liabilities

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

Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:

Years Ended December 31,

5 unchanged sentences

Weighted-average discount rate - operating leases

of December 31, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases were $ 2,500 and $ 4,267 , respectively,

which are reported in operating lease right-of-use assets in the consolidated balance sheets.

As of December 31, 2024 and December 31,

2023, the Company had outstanding operating lease obligations of $ 2,760 and $ 4,525 , respectively, of which $ 513 and $ 1,565 , respectively,

are reported in operating lease liabilities, current portion and $ 2,247 and $ 2,960 , respectively, are reported in operating lease liabilities

less current portion in the Company’s consolidated balance sheets.

The Company calculates its incremental borrowing rates for specific

lease terms, used to discount future lease payments, as a function of the financing terms the Company would likely receive on the open

Following the deconsolidation of Lucid, the Company had removed right-of-use assets and operating lease liabilities related to

See Note 4, Equity Method Investment , for additional information on the Lucid deconsolidation.

9 — Intangible Assets, net

assets, less accumulated amortization, consisted of the following as of:

of Intangible Assets, Less Accumulated Amortization

Estimated Useful Life

December 31, 2024

December 31, 2023

Defensive asset

Laboratory licenses and certifications and laboratory information management software

Total Intangible assets

Less Accumulated Amortization

Intangible Assets, net

expense of the intangible assets discussed above was $ 559 and $ 2,021 for the years ended December 31, 2024 and 2023, respectively, and

is included in amortization of acquired intangible assets in the accompanying consolidated statements of operations.

Following the deconsolidation

of Lucid, the Company had a net balance of $ 0 of intangible assets with no future amortization expense.

See Note 4, Equity Method

Investment , for additional information on the Lucid deconsolidation.

10 — Accrued Expenses and Other Current Liabilities

expenses and other current liabilities consisted of the following items as of:

Schedule of Accrued Expenses and Other Current Liabilities

As of December 31, 2025 and 2024, the Company’s right-of-use assets from operating leases were $ 2,002 and $ 2,500 , respectively, which are reported in operating lease right-of-use assets in the consolidated balance sheets.

As of December 31, 2025 and December 31, 2024 , the Company had outstanding operating lease obligations of $ 2,248 and $ 2,760 , respectively, of which $ 573 and $ 513 , respectively, are reported in operating lease liabilities, current portion and $ 1,675 and $ 2,247 , respectively, are reported in operating lease liabilities less current portion in the Company’s consolidated balance sheets.

The Company calculates its incremental borrowing rates for specific lease terms, as a function of the financing terms the Company would likely receive on the open market.

Note 9 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following items as of:

December 31, 2025

1 unchanged sentence

Compensation and Employee Benefits

CWRU Amended License Agreement - Royalty fee

Operating expenses

2 unchanged sentences

Total accrued expenses and other current liabilities

“Compensation and Employee Benefits” includes:

discretionary bonus payments to employees;

unused employee vacation time;

and employee payroll deductions related to the PAVmed Inc.

Employee Stock Purchase Plan (“PAVmed Inc.

Stock-Based Compensation , for additional information on the PAVmed Inc.

11 — Commitment and Contingencies

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.

12 — Financial Instruments Fair Value Measurements

Fair Value Measurements

fair value hierarchy table for the periods indicated is as follows:

of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The “Compensation and Employee Benefits” includes discretionary bonus payments to employees and unused employee vacation time.

Note 10 — 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.

Note 11 — Financial Instruments Fair Value Measurements

Recurring Fair Value Measurements

The fair value hierarchy table for the periods indicated is as follows:

Fair Value Measurement on a Recurring Basis at Reporting Date Using(1)

5 unchanged sentences

Total assets at fair value

Senior Secured Convertible Note - April 2022

Senior Secured Convertible Note - September 2022

4 unchanged sentences

December 31, 2024

Investment in Lucid Diagnostics, Inc common stock

Total assets at fair value

Senior Secured Convertible Note - April 2022

Senior Secured Convertible Note - September 2022

Lucid Senior Secured Convertible Note - March 2023

Total liabilities at fair value

1 There were no transfers

between the respective Levels during the year ended December 31, 2024.

discussed in Note 13, Debt , the Company issued Senior Secured Convertible Notes dated April 4, 2022 and September 8, 2022, with

an initial $ 27.5 million face value principal (“April 2022 Senior Convertible Note”) and an initial $ 11.25 million face value

principal (“September 2022 Senior Convertible Note”), respectively.

Both convertible notes are accounted for under the ASC

825-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue-date

estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

discussed in Note 13, Debt, Lucid Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023, with an initial $ 11.1

million face value principal (“Lucid March 2023 Senior Convertible Note”).

after September 10, 2024, the date of Lucid’s deconsolidation from PAVmed’s result of operation, the Company’s investment

in Lucid has been accounted for as an equity method investment.

For the periods prior to the deconsolidation, Lucid’s convertible

note is presented in PAVmed’s balance sheets and is also accounted for under the ASC 825-10-15-4 fair value option (“FVO”)

election, wherein, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured

at estimated fair value on a recurring basis at each reporting period date.

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.

12 — Financial Instruments Fair Value Measurements - continued

estimated fair value of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note as of December 31, 2024,

the Lucid March 2023 Senior Convertible Note as of September 10, 2024 (the date of deconsolidation), and the estimated fair value of

the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and the Lucid March 2023 Senior Convertible Note as

of December 31, 2023, 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:

of Fair Value Assumption Used

April 2022 Senior

Convertible Note:

December 31, 2024

There were no transfers between the respective Levels during the year ended December 31, 2025 .

As discussed in Note 12, Debt , the Company issued Senior Secured Convertible Notes dated April 4, 2022 and September 8, 2022, with an initial $ 27.5 million face value principal ( “April 2022 Senior Convertible Note”) and an initial $ 11.25 million face value principal ( “September 2022 Senior Convertible Note”), respectively.

Both convertible notes are accounted for under the ASC 825 - 10 - 15 - 4 fair value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

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.

Note 11 — Financial Instruments Fair Value Measurements - continued

The estimated fair value of the September 2022 Senior Convertible Note as of December 31, 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:

September 2022 Senior

1 unchanged sentence

December 31, 2025

Lucid March 2023 Senior

Convertible Note:

September 10, 2024

Face value principal payable

Required rate of return

8.20 % - 8.50

Conversion Price

5 unchanged sentences

April 2022 Senior

Convertible Note:

December 31, 2023

September 2022 Senior

Convertible Note:

December 31, 2023

Lucid March 2023 Senior

Convertible Note:

December 31, 2024

Face value principal payable

Required rate of return

10.00 % - 10.50 %

10.00 % - 10.20 %

Conversion Price

3 unchanged sentences

4.27 % - 4.31

4.31 % - 4.96 %

Dividend yield

estimated fair values recognized utilized PAVmed’s and Lucid’s common stock prices, 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 then-pending exchange of the April 2022 Senior

Convertible Note and a portion of the September 2022 Senior Convertible Note in exchange for shares of the Company’s Series C

Preferred Stock (which exchange was approved and consummated in January 2025), probability weighting on the likelihood as of

September 10, 2024 of the Lucid March 2023 Senior Convertible Note of Lucid exercising the Company’s optional redemption

clause and a hold to maturity scenario (which Lucid elected to exercise the Company’s redemption option in November 2024),

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.

fair value and face value principal outstanding of the Senior Convertible Notes as of the dates indicated are as follows:

of Outstanding Debt

The estimated fair values recognized utilized PAVmed’s common stock prices, 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, 2025 of the Company exercising a 132.5 % redemption on the September 2022 Senior Convertible Note (which was redeemed in February 2026) and probability weighting on the likelihood as of December 31, 2024 of shareholder approval of then-pending exchange of the April 2022 Senior Convertible Note and a portion of the September 2022 Senior Convertible Note in exchange 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.

Note 12 — Debt

The fair value and face value principal outstanding of the Senior Convertible Notes as of the dates indicated are as follows:

Maturity Date

2 unchanged sentences

Principal Outstanding

April 2022 Senior Convertible Note

April 4, 2025

September 2022 Senior Convertible Note

September 8, 2025

December 31, 2026

Balance as of December 31, 2025

6 unchanged sentences

September 2022 Senior Convertible Note

September 8, 2025

Lucid March 2023 Senior Convertible Note

March 21, 2025

December 31, 2026

Balance as of December 31, 2024

changes in the fair value of debt during the year ended December 31, 2024 is as follows:

of Changes in Fair Value of Debt

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Lucid March 2023 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

The changes in the fair value of debt during the year ended December 31, 2025 is as follows:

April 2022 Senior

September 2022 Senior

Sum of Balance Sheet

Convertible Note

Fair Value Components

Other Income (expense)

Fair Value - December 31, 2024

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

Deconsolidation of Lucid Diagnostics

Principal paydown through exchange

Non-installment payment through exchange

Exchange Series C Preferred Stock to Senior Convertible Note

Change in fair value

1 unchanged sentence

Other Income (Expense) - Change in fair value – year ended December 31, 2025

changes in the fair value of debt during the year ended December 31, 2023 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

The changes in the fair value of debt during the year ended December 31, 2024 is as follows:

April 2022 Senior

September 2022 Senior

Lucid March 2023 Senior

Sum of Balance Sheet

Convertible Note

Fair Value Components

Other Income (expense)

Fair Value - December 31, 2023

Fair Value - Beginning of Period

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

Deconsolidation of Lucid Diagnostics

Change in fair value

Fair Value at December 31, 2024

Fair Value - Ending of Period

Other Income (Expense) - Change in fair value – year ended December 31, 2024

13 — Debt - continued

- Senior Secured Convertible Notes

Company entered into a Securities Purchase Agreement (“SPA”) dated March 31, 2022, with an accredited institutional investor

(“Investor”, “Lender”, and /or “Holder”), wherein, the Company agreed to sell, and the Investor agreed

to purchase an aggregate of $ 50.0 million face value principal of debt - comprised of:

an initial issuance of $ 27.5 million face value

and up to an additional $ 22.5 million of face value principal (upon the satisfaction of certain conditions).

issued in a registered direct offering under the Company’s effective shelf registration statement.

the SPA, 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 $ 27.5 million face value principal, a 7.875 % annual stated interest rate, a contractual

conversion price of $ 75.00 per share of the Company’s common stock (subject to standard adjustments in the event of any stock split,

stock dividend, stock combination, recapitalization or other similar transaction), and a 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 may be converted

into shares of common stock of the Company at the Holder’s election.

the same SPA, 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 $ 11.25 million face value principal, a 7.875 % annual stated interest rate,

a contractual conversion price of $ 75.00 per share of the Company’s common stock (subject to standard adjustments in the event

of any stock split, stock dividend, stock combination, recapitalization or other similar transaction), and a contractual maturity date

of September 6, 2024 , which maturity date the investor agreed to extend by one year, to September 8, 2025.

The September 2022 Senior

Convertible Note may be converted into shares of common stock of the Company at the Holder’s election.

Company is subject to financial covenants requiring:

Note 12 — Debt - continued

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 $ 27.5 million face value principal.

On November 15, 2024, the Company entered into an Exchange Agreement (the “Debt Exchange Agreement”) with the holder of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note (as defined below).

As described below, the April 2022 Senior Convertible Note was satisfied in full in connection with the consummation in January 2025 of the transactions contemplated by the Debt Exchange Agreement.

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 $ 11.25 million face value principal, a 7.875 % annual stated interest rate, a contractual conversion price of $ 2,250.00 per share (which conversion price, in connection with the Debt Exchange Agreement, was reduced to $ 32.04 per share as of January 17, 2025) of the Company’s common stock.

The September 2022 Senior Convertible Note may be converted into shares of common stock of the Company at the holder’s election.

During such period that the September 2022 Senior Convertible Note was outstanding, the Company was subject to financial covenants thereunder requiring:

(i) a minimum of $ 8.0 million of available cash at all times;

(ii) the ratio of

(a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued

and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30% (the

“Debt to Market Cap Ratio Test”);

and (iii) the Company’s market capitalization to 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”).

to time from and after September 1, 2024 through November 11, 2024, the Company was not in compliance with the Financial Tests.

November 11, 2024, the Investor agreed to waive any such non-compliance during such time period and thereafter through December 31, 2024.

consideration of a prior covenant waiver and maturity extension agreed to in March 2024, the Company agreed to pay the holder of the

notes $ 2,000 in cash (or in such other form as may be mutually agreed in writing).

The covenant waiver and maturity extension fee was

recognized as debt modification expense on the Company’s consolidated statement of operations, and is currently included in accrued

expenses and other current liabilities on the Company’s consolidated balance sheets as of December 31, 2024.

April 2022 Senior Convertible Note and September 2022 Senior Convertible Note installment payments may be made in shares of PAVmed common

stock at a conversion price that is the lower of the contractual conversion price and 82.5 % of the two lowest VWAPs during the last 10

trading days preceding the date of conversion, subject to a conversion price floor of $ 2.70 .

The notes are also subject to certain provisions

that may require redemption upon the occurrence of certain events, including an event of default, a change of control, or certain equity

the year ended December 31, 2024, approximately $ 1,435 , of principal repayments along with approximately $ 143 , 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

$ 2,020 , (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

addition, during the year ended December 31, 2024, the Company agreed to pay $ 1,059 , in cash related to acceleration floor payments on

these notes related to the conversion price being below the floor price, which is included in debt extinguishment loss on the Company’s

consolidated statements of operations.

As of December 31, 2024, approximately $ 652 of acceleration floor payments owed to the holder

are included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets.

The conversions and

floor acceleration payments resulted in debt extinguishment losses of $ 1,501 in the year ended December 31, 2024.

December 31, 2024, the Company agreed to reduce temporarily, and the Investor consented to reducing temporarily, the contractual conversion

price under the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note to equal to 82.5 % of the two lowest

VWAPs during the last 10 trading days preceding the date of conversion, subject to a conversion floor price of $ 0.40 , during the period

from December 31, 2024 through January 15, 2025;

provided that the aggregate amount of conversions under the April 2022 Senior Convertible

Note and the September 2022 Senior Convertible Note during such period may not exceed 3 million shares.

13 — Debt - continued

to December 31, 2024, prior to the consummation of the exchange transaction contemplated by the Debt Exchange Agreement (as defined below)

on January 17, 2025 as more fully discussed below, approximately $ 176 of principal repayments along with approximately $ 26 of interest

expense thereon, was settled through the issuance of 401,303 shares of common stock of the Company, with such shares having a fair value

of approximately $ 259 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the

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 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 Convertible Preferred Stock, par value $ 0.001 per share (the “Series C Preferred

Stock”), of the Company (the “Exchange”).

The key terms of the Series C Convertible Preferred Stock can be found on

Exhibit 4.1 to this Form 10-K.

January 17, 2025, after satisfaction of all conditions to closing the Exchange, the parties consummated the transaction on the terms

described above.

Following consummation of the Exchange, the April 2022 Senior Convertible Note was satisfied in full, and the outstanding

principal balance of the remaining September 2022 Senior Convertible Note was approximately $ 6.6 million In connection with the consummation

of the Exchange, the conversion price under the remaining September 2022 Convertible Note was reset to $ 1.068 , the maturity date of such

note was extended to December 31, 2025 and the holder of such note waived compliance with the Financial Tests through December 31, 2025.

Diagnostics - Senior Secured Convertible Note

the deconsolidation of Lucid, the Lucid March 2023 Senior Convertible Note is no longer reflected in the Company’s consolidated

balance sheets.

See Note 4, Equity Method Investment , for additional information on the deconsolidation of Lucid.

the period of January 1, 2024 through September 10, 2024, the date of Lucid’s deconsolidation, approximately $ 2,005 of principal

repayments along with approximately $ 787 of interest expense thereon, were settled through the issuance of 4,172,002 shares of common

stock of Lucid, with such shares having a fair value of approximately $ 3,801 (with such fair value measured as the respective conversion

date quoted closing price of the common stock of Lucid).

The conversions resulted in debt extinguishment losses of $ 1,009 in the period

of January 1, 2024 through September 10, 2024.

the year ended December 31, 2024, the Company recognized debt extinguishment losses in total of approximately $ 2,535 , in connection with

the Company or Lucid (as applicable) issuing shares of its common stock for principal repayments on convertible debt mentioned above.

During the year ended December 31, 2023, the Company recognized debt extinguishment losses in total of approximately $ 3,782 .

Note 12, Financial Instruments Fair Value Measurements , for a further discussion of fair value assumptions.

14 — Stock-Based Compensation

(ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30 % (the “Debt to Market Cap Ratio Test”);

and (iii) the Company’s market capitalization to 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 Investor agreed to waive any such non-compliance in connection with the consummation of the Exchange, through December 31, 2025.

In consideration of a prior covenant waiver and maturity extension agreed to in March 2024, the Company agreed to pay the holder of the notes $ 2,000 in cash (or in such other form as may be mutually agreed in writing).

The covenant waiver and maturity extension fee was recognized as debt modification expense on the Company’s consolidated statement of operations, and was currently included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets as of December 31, 2024.

In the year ended December 31, 2025 , approximately $ 176 , of principal repayments along with approximately $ 26 of interest expense thereon, were settled through the issuance of 13,377 shares of common stock of the Company, with such shares having a fair value of approximately $ 260 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

The conversions resulted in debt extinguishment losses of $ 58 in the year ended December 31, 2025 .

The average conversion price of $ 15.00 per share reflected a temporary price reduction consented to by the board of directors in accordance with the underlying debt agreements.

In the year ended December 31, 2024, approximately $ 1,435 , of principal repayments along with approximately $ 143 , of interest expense thereon, were settled through the issuance of 36,147 , shares of common stock of the Company, with such shares having a fair value of approximately $ 2,020 , (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

In addition, during the year ended December 31, 2024, the Company agreed to pay $ 1,059 , in cash related to acceleration floor payments on these notes related to the conversion price being below the floor price, which is included in debt extinguishment loss on the Company’s consolidated statements of operations.

As of December 31, 2024, approximately $ 652 of acceleration floor payments owed to the holder are included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets.

The conversions and floor acceleration payments resulted in debt extinguishment losses of $ 1,501 in the year ended December 31, 2024.

Subsequent to December 31, 2025, concurrent with the Series D Preferred Stock Offering (as defined below), the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding and refinanced all $ 8,415 in principal and interest of its September 2022 Senior Convertible Note, in consideration of a cash payment to the holder of approximately $ 22,346 (which was made using proceeds from the sale of the Series D Preferred Stock), and the issuance to the holder of an amended and restated 2022 Note (the “2026 Note”) with a principal amount of $ 15.0 million face value principal.

The key terms of the 2026 Note are as follows:

The 2026 Note accrues interest at a rate of 15.0 % per annum, payable in cash quarterly in arrears, and matures on February 3, 2029 ( the “2026 Note Maturity Date”), subject to the right of the noteholders to extend the 2026 Note Maturity Date under certain circumstances.

The 2026 Note is required to be senior to all the Company’s other indebtedness, other than certain permitted indebtedness.

The 2026 Note is secured by all existing and future assets of the Company and its subsidiaries (but not any existing or future assets of the Company’s subsidiary Lucid), pursuant to the existing security agreement by and between the Company and the Holder.

At any time, the Company may redeem all, but not less than all, of the 2026 Note, in cash, at a price equal to the sum of the Conversion Amount (as defined below) plus the amount of additional interest that would accrue under the 2026 Note assuming that the original outstanding principal of the 2026 Note remained outstanding through and including the 2026 Note Maturity Date (or, if earlier, the twenty-four month anniversary of such date) (the “Make-Whole Amount”).

In connection with a Change of Control (as defined in the 2026 Note), a noteholder may require us to redeem all, or any portion, of the 2026 Note, in cash, at a price equal to the sum of the Conversion Amount plus the Make-Whole Amount.

In connection with an Event of Default (as described below), the noteholder may require the Company to redeem all or any portion of the 2026 Note, in cash, at a price equal to 115 % of the sum of the Conversion Amount plus the Make-Whole Amount.

Upon the occurrence of certain Events of Default related to bankruptcy, the Company shall immediately redeem all of the 2026 Note, in cash, at the same redemption price.

The 2026 Note provides for certain Events of Default, including, among other things, any breach of the covenants described below and any failure of both Lishan Aklog, M.D., the Company’s Chairman and Chief Executive Officer, to serve as its Chief Executive Officer and Dennis McGrath, the Company’s President and Chief Financial Officer, to serve as its Chief Executive Officer or Chief Financial Officer.

Under the 2026 Note, the Company is subject to certain customary affirmative and negative covenants regarding the rank of the 2026 Note, 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, changes in collateral and controlled accounts, among other customary matters.

The Company also is subject to financial covenants requiring that (i) the amount of the Company’s available cash will equal or exceed $ 5.0 million as of each Measurement Date (as defined in the 2026 Note) (or, for any Measurement Date on or after July 1, 2026, $ 8.0 million), and (ii) the ratio of (a) the outstanding value of the 2026 Note to (b) the average VWAP of the shares of Lucid’s common stock held by the Company for the preceding 10 business days, will not exceed 65 % (or, for any Measurement Date on or after July 1, 2026, 50 %), provided that in no event shall the value of the shares of Lucid’s common stock held by the Company have a value of less than $ 20.0 million.

Any portion of the principal amount of the 2026 Note, plus accrued and unpaid interest and any late charges thereon or other charges due (the “Conversion Amount”), is convertible at any time, in whole or in part, at the noteholder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $ 450.00 per share, subject to certain adjustments.

A noteholder will not have the right to convert any portion of the 2026 Note, to the extent that, after giving effect to such conversion, the noteholder (together with certain of its affiliates and other related parties) would beneficially own in excess of 4.99 % of the shares of the Company’s common stock outstanding immediately after giving effect to such conversion.

The noteholder may from time to time increase the such maximum percentage to 9.99 %, provided that any such increase will not be effective until the 61st day after delivery of a notice to us of such increase.

Note 12 — 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 $ 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 Convertible Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), of the Company.

On January 17, 2025, the parties consummated the transactions contemplated by the Debt Exchange Agreement.

Following consummation of the transactions contemplated by the Debt Exchange Agreement, the April 2022 Senior Convertible Note was satisfied in full, and the outstanding principal balance of the remaining September 2022 Senior Convertible Note was approximately $ 6.6 million.

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 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.

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 Senior Convertible Note, including, without limitation, that the conversion price thereunder was reset to $ 32.04 that the maturity date was extended to December 31, 2025;

that any change of control or disposition by the Company of its shares of Lucid common stock would require the prior written consent of the Required Holders (as defined in the September 2022 Convertible Note);

certain other terms and conditions regarding payments under the MSA and the application of the same (including that all MSA payments from Lucid must be made in cash);

that the Company waives its right to redeem the September 2022 Convertible Note so long as any shares of Series C Preferred Stock are outstanding;

that the Holder waives, until December 31, 2025, the financial covenants under the September 2022 Convertible Note requiring that (i) the amount of the Company’s available cash equal or exceed $ 8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the September 2022 Convertible Note, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, not exceed 30 %, and (iii) that the Company’s market capitalization shall at no time be less than $ 75 million;

and that so long as any shares of Series C Preferred Stock remain outstanding, the Holder will be entitled to exchange all, or any portion, of the September 2022 Convertible Note (including any interest that would accrue thereon through the maturity date thereof) into shares of Lucid common stock held by the Company, at an exchange price per share of Lucid common stock equal to $ 0.85 per share (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events), subject to certain beneficial ownership limitations.

Subsequent to December 31, 2025, concurrent with the Series D Preferred Stock Offering, the Debt Exchange Agreement was terminated and the September 2022 Senior Convertible Note, as amended by the Debt Exchange Agreement, was amended and restated in its entirety by the issuance of the 2026 Note.

As a result, the Company ceased to be subject to the amendment and modifications discussed above at such time.

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 period of January 1, 2024 through September 10, 2024, the date of Lucid’s deconsolidation, approximately $ 2,005 of principal repayments along with approximately $ 787 of interest expense thereon, were settled through the issuance of 4,172,002 shares of common stock of Lucid, with such shares having a fair value of approximately $ 3,801 (with such fair value measured as the respective conversion date quoted closing price of the common stock of Lucid).

The conversions resulted in debt extinguishment losses of $ 1,009 in the period of January 1, 2024 through September 10, 2024.

During the year ended December 31, 2025 , the Company recognized debt extinguishment losses in total of approximately $ 58 , in connection with the Company issuing shares of its common stock for principal repayments on convertible debt mentioned above.

During the year ended December 31, 2024, the Company or Lucid (as applicable) recognized debt extinguishment losses in total of approximately $ 2,535 .

See Note 11, Financial Instruments Fair Value Measurements , for a further discussion of fair value assumptions.

Note 13 — Stock-Based Compensation

2014 Long-Term Incentive Equity Plan

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.

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 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.

total of 1,835,970 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 247,109 shares

available for grant as of December 31, 2024.

The share reservation is not diminished by a total of 66,720 PAVmed stock options and restricted

stock awards granted outside the PAVmed 2014 Equity Plan as of December 31, 2024.

In January 2025, the number of shares available for

grant was increased by 576,170 in accordance with the evergreen provisions of the plan.

A total of 163,733 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 34,595 shares available for grant as of December 31, 2025 .

The share reservation is not diminished by a total of 2,038 PAVmed stock options and restricted stock awards granted outside the PAVmed 2014 Equity Plan as of December 31, 2025 .

In January 2026, the number of shares available for grant was increased by 49,784 in accordance with the evergreen provisions of the plan.

In addition, on March 27, 2026, the stockholders of the Company approved an increase in the number of shares available for grant by an additional 1,500,000 .

PAVmed Stock Options

PAVmed stock options granted under the PAVmed 2014 Equity Plan and stock options granted outside such plan are summarized as follows:

Stock Options

stock options granted under the PAVmed 2014 Equity Plan and stock options granted outside such plan are summarized as follows:

of Summarizes Information About Stock Options

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Exercise Price

Outstanding stock options at December 31, 2023 (4)

2 unchanged sentences

Vested and exercisable stock options at December 31, 2025

options granted under the PAVmed 2014 Equity Plan and those granted outside such plan generally

vest one-third in one year then ratably over the next eight quarters, and have a ten-year

contractual term from date-of-grant.

intrinsic value is computed as the difference between the quoted price of the PAVmed common

stock on each of December 31, 2024 and December 31, 2023 and the exercise price of the underlying

PAVmed stock options, to the extent such quoted price is greater than the exercise price.

outstanding stock options presented in the table above are inclusive of 60,054 stock options

granted outside the PAVmed 2014 Equity Plan, as of December 31, 2024 and December 31, 2023.

February 22, 2024, the Company granted 59,500 stock options under the PAVmed Inc 2014 Equity Plan with a weighted average exercise price

Each such option will vest one-third after one year then ratably over the next eight quarters.

In addition, on February 22,

2024, a total of 390,000 restricted stock awards were granted to the Board of Directors under the PAVmed 2014 Equity Plan, with such

restricted stock awards having an aggregate fair value of approximately $ 0.7 million, which was measured using the respective grant date

quoted closing price per share of PAVmed common stock, with the fair value recognized as stock-based compensation expense ratably on

a straight-line basis over the vesting period, which is commensurate with the service period.

The vesting of the restricted stock awards

vest ratably on an annual basis over a three year period with the initial annual vesting date of November 30, 2024.

The restricted stock

awards are subject to forfeiture if the requisite service period is not completed.

January 2025, the Company accepted from employees the voluntary forfeiture of approximately 494,202 of previously granted PAVmed stock

options, each with an exercise price greater than $ 4.00 per share and collectively with a weighted average exercise price of $ 23.38 per

Stock options granted under the PAVmed 2014 Equity Plan and those granted outside such plan generally vest one - third in one year then ratably over the next eight quarters, and have a ten -year contractual term from date-of-grant.

The intrinsic value is computed as the difference between the quoted price of the PAVmed common stock on each of December 31, 2025 and December 31, 2024 and the exercise price of the underlying PAVmed stock options, to the extent such quoted price is greater than the exercise price.

The outstanding stock options presented in the table above are inclusive of 1,816 and 2,001 stock options granted outside the PAVmed 2014 Equity Plan, as of December 31, 2025 and December 31, 2024, respectively.

Share activity and weighted average grant date fair values include immaterial rounding due to the Company's 1 -for- 30 reverse stock split.

In January 2025, the Company accepted from employees the voluntary forfeiture of approximately 16,474 of previously granted PAVmed stock options, each with an exercise price greater than $ 120.00 per share and collectively with a weighted average exercise price of $ 701.40 per share.

None of the forfeitures were from officers or board members.

14 — Stock-Based Compensation - continued

Restricted Stock Awards

restricted stock awards granted under the PAVmed 2014 Equity Plan and restricted stock awards granted outside such plan are summarized

of Restricted Stock Award Activity

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

On February 20, 2026, the Company granted to certain employees 37,500 stock options under the PAVmed 2014 Equity Plan with a exercise price of $ 9.47 .

Each option will vest one - third after one year then ratably over the next eight quarters.

Note 13 — Stock-Based Compensation - continued

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:

Outstanding restricted stock awards as of December 31, 2023 (1)

1 unchanged sentence

Unvested restricted stock awards as of December 31, 2025

Diagnostics Inc.

2018 Long-Term Incentive Equity Plan

Share activity and weighted average grant date fair values include immaterial rounding due to the Company's 1 -for- 30 reverse stock split.

On September 30, 2025, the Company awarded 45,000 shares of restricted stock to its directors and certain officers under the PAVmed 2014 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 0.6 million, which was measured using the grant date quoted closing price per share of the Company’s common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period.

Each award will vest in full on May 20, 2028.

On February 20, 2026, the Company awarded to certain employees 46,000 shares of restricted stock under the PAVmed 2014 Equity Plan.

Each award will vest in full on May 20, 2029.

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.

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.

the deconsolidation of Lucid, the Lucid Diagnostics 2018 Long-Term Equity Plan is no longer reflected in the Company’s

consolidated statements of operations.

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 (including PAVmed employees in their capacity as consultants performing services through the MSA), 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 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.

Diagnostics Stock Options

Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized

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, 2022

See Note 4, Equity Method Investment , for additional information on the deconsolidation of Lucid Diagnostics.

Lucid Diagnostics Stock Options

Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows:

Stock Options

Exercise Price

Outstanding stock options at December 31, 2023

1 unchanged sentence

Vested and exercisable stock options at September 10, 2024

options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such

plan generally vest one-third in one year then ratably over the next eight quarters, and

have a ten-year contractual term from date-of-grant.

intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics

common stock on each of September 10, 2024 and December 31, 2023 and the exercise price of

the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater

than the exercise price.

outstanding stock options presented in the table above are inclusive of 523,300 stock options

granted outside the Lucid Diagnostics 2018 Equity Plan, as of September 10, 2024 and December

February 22, 2024 ,

Lucid granted 2,895,000 stock options under the Lucid Diagnostics 2018 Equity Plan

with a weighted average exercise price of $ 1.25 .

Each option will vest

one-third after one year then ratably over the next eight quarters.

14 — Stock-Based Compensation - continued

Diagnostics Restricted Stock Awards

Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside

such plan are summarized as follows:

of Restricted Stock Award Activity

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Unvested restricted stock awards as of December 31, 2022

Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one - third in one year then ratably over the next eight quarters, and have a ten -year contractual term from date-of-grant.

The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of September 10, 2024 and December 31, 2023 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price.

The outstanding stock options presented in the table above are inclusive of 523,300 stock options granted outside the Lucid Diagnostics 2018 Equity Plan, as of September 10, 2024 and December 31, 2023.

Note 13 — Stock-Based Compensation - continued

Lucid Diagnostics Restricted Stock Awards

Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan, in each case, prior to the date of deconsolidation of Lucid's results from PAVmed's financial statements, are summarized as follows:

Unvested restricted stock awards as of December 31, 2023

Unvested restricted stock awards as of September 10, 2024

May 2024, a total of 1,600,000 restricted stock awards were granted to management under the Lucid Diagnostics 2018 Equity Plan, with

such restricted stock awards having an aggregate fair value of approximately $ 1.5 million, which was measured using the respective grant

date quoted closing price per share of Lucid Diagnostics common stock, with the fair value recognized as stock-based compensation expense

ratably on a straight-line basis over the vesting period, which is commensurate with the service period.

The vesting of the restricted

stock awards vest on a single vest date of May 20, 2026.

The restricted stock awards are subject to forfeiture if the requisite service

period is not completed.

Stock-Based Compensation Expense

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:

of Stock-Based Compensation Expense

In May 2024, a total of 1,600,000 restricted stock awards were granted to management under the Lucid Diagnostics 2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 1.5 million, which was measured using the respective grant date quoted closing price per share of Lucid Diagnostics common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period.

The vesting of the restricted stock awards vest on a single vest date of May 20, 2027.

The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

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:

Years Ended December 31,

Cost of revenue

3 unchanged sentences

Total stock-based compensation expense

14 — Stock-Based Compensation - continued

Compensation Expense Recognized by Lucid Diagnostics

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

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:

of Stock-Based Compensation Expense

Note 13 — Stock-Based Compensation - continued

Stock-Based Compensation Expense Recognized by Lucid Diagnostics (through the date of Deconsolidation of Lucid)

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 and consultants of PAVmed 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:

Year Ended December 31,

Lucid Diagnostics 2018 Equity Plan – cost of revenue

7 unchanged sentences

Total stock-based compensation expense – recognized by Lucid Diagnostics

stock-based compensation expense

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:

of Unrecognized Compensation Expense

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

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:

Service Period

PAVmed 2014 Equity Plan

1 unchanged sentence

Restricted Stock Awards

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 $ 1.46 per share and $ 4.90 per share during the years ended December 31, 2024 and 2023,

respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions

Year Ended December 31,

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 $ 13.22 per share and $ 43.80 per share during the years ended December 31, 2025 and 2024 , respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

Years Ended December 31,

Expected term of stock options (in years)

2 unchanged sentences

Expected dividend yield

14 — Stock-Based Compensation - continued

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 $ 0.79 per share and $ 0.88 per share during the years ended December 31, 2024 (through

September 10, 2024, the date of PAVmed’s deconsolidation of Lucid) and 2023, respectively, calculated using the following weighted

average Black-Scholes valuation model assumptions:

of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions

Note 13 — Stock-Based Compensation - continued

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 $ 0.79 per share during the year ended December 31, 2024 ( through September 10, 2024, the date of PAVmed’s deconsolidation of Lucid) calculated using the following weighted average Black-Scholes valuation model assumptions:

Year Ended December 31,

4 unchanged sentences

Employee Stock Purchase Plan ( “ PAVmed ESPP ” )

total of 34,332 shares and 38,216 shares of common stock of the Company were purchased for proceeds of approximately $ 62 and $ 182 , on

March 31, 2024 and 2023, respectively, under the PAVmed ESPP.

A total of 20,267 shares of common stock of the Company were purchased

for proceeds of approximately $ 76 on September 30, 2023 under the PAVmed ESPP.

The March 31, 2023 purchase was partially settled through

the redeployment of 12,590 shares of treasury stock.

The PAVmed ESPP has a total reserve of 300,001 shares of common stock of PAVmed

of which 139,863 shares are available for issue as of December 31, 2024.

In January 2025, the number of shares available-for-issue was

increased by 166,667 in accordance with the evergreen provisions of the plan.

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.

Diagnostics Inc.

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.

Subsequent to December 31, 2025, in March 2026, PAVmed's compensation committee approved the reinstatement of the PAVmed ESPP, effective April 1, 2026.

A total of 1,144 shares of common stock of the Company were purchased for proceeds of approximately $ 62 on March 31, 2024 under the PAVmed ESPP.

The PAVmed ESPP has a total reserve of 15,556 shares of common stock of PAVmed of which 10,218 shares are available for issue as of December 31, 2025 .

In January 2026, the number of shares available-for-issue was increased by 5,556 in accordance with the evergreen provisions of the plan.

Lucid Diagnostics Inc.

Employee Stock Purchase Plan ( “ Lucid ESPP ” )

total of 511,884 shares and 231,987 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 353 and

$ 276 on March 31, 2024 and 2023, respectively, under the Lucid ESPP.

A total 276,213 shares of common stock of Lucid Diagnostics were

purchased for proceeds of approximately $ 275 on September 30, 2023 under the Lucid ESPP.

A total of 511,884 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 353 on March 31, 2024 under the Lucid ESPP.

Note 14 — Preferred Stock

As of December 31, 2024 and

December 31, 2023, there were 1,412,865 and 1,305,213 shares of PAVmed Series B Convertible Preferred Stock, classified in permanent

equity, issued and outstanding, respectively.

As of December 31, 2025 and December 31, 2024 , there were 1,529,389 and 1,412,865 shares of PAVmed Series B Convertible Preferred Stock, classified in permanent equity, issued and outstanding, respectively.

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 $ 0.001 per share,

no voting rights, a stated value of $ 3.00 per share, and was immediately convertible upon its issuance.

At the holders’ election,

fifteen shares of Series B Convertible Preferred Stock are currently convertible into one share of common stock of the Company, subject

to further adjustment for the effect of future stock dividends, stock splits or similar events affecting the Company’s common stock.

The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net

cash settle the Series B Convertible Preferred Stock.

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 $ 0.001 per share, no voting rights, a stated value of $ 3.00 per share, and was immediately convertible upon its issuance.

At the holders’ election, 450 shares of Series B Convertible Preferred Stock are currently convertible into one share of common stock of the Company, subject to further adjustment for the effect of future stock dividends, stock splits or similar events affecting the Company’s common stock.

The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash settle the Series B Convertible Preferred Stock.

The PAVmed Inc.

Series B Convertible

Preferred Stock dividends are 8.0 % per annum based on the $ 3.00 per share stated value of the Series B Convertible Preferred Stock, with

such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors.

Such dividends may be settled, at the discretion of the board of directors, through any combination of the issue of additional shares

of Series B Convertible Preferred Stock, the issue shares of common stock of the Company, and /or cash payment.

PAVmed Series B Convertible Preferred Stock Dividends

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 consolidated statement of operations, inclusive of $ 329 of such

dividends earned in the year ended December 31, 2024;

Series B Convertible Preferred Stock dividends are 8.0 % per annum based on the $ 3.00 per share stated value of the Series B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors.

Such dividends may be settled, at the discretion of the board of directors, through any combination of the issue of additional shares of Series B Convertible Preferred Stock, the issue shares of common stock of the Company, and /or cash payment.

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 consolidated statement of operations, inclusive of $ 356 of such dividends earned in the year ended December 31, 2025 ;

and $ 329 of such dividends earned in the year ended December 31, 2024 .

PAVmed Series B Convertible Preferred Stock Dividends

During the year ended December 31,

2024, the Company’s board of directors declared an aggregate of approximately $ 323 of Series B Convertible Preferred Stock dividends,

earned as of December 31, 2023;

PAVmed Series B Convertible Preferred Stock Dividends Declared

During the year ended December 31, 2025, the Company’s board of directors declared an aggregate of approximately $ 349 of Series B Convertible Preferred Stock dividends, earned as of December 31, 2024;

March 31, 2025;

June 30, 2025;

and September 30, 2024, which have been settled by the issue of an additional

aggregate 107,652 shares of Series B Convertible Preferred Stock.

During the year ended December 31,

2023, the Company’s board of directors declared an aggregate of approximately $ 298 of Series B Convertible Preferred Stock dividends,

earned as of December 31, 2022;

and September 30, 2025, which have been settled by the issue of an additional aggregate 116,524 shares of Series B Convertible Preferred Stock.

During the year ended December 31, 2024, the Company’s board of directors declared an aggregate of approximately $ 323 of Series B Convertible Preferred Stock dividends, earned as of December 31, 2023;

March 31, 2024;

June 30, 2024;

and September 30, 2023, which have been settled by the issue of an additional

aggregate 99,454 shares of Series B Convertible Preferred Stock.

Subsequent to December 31,

2024, in January 2025, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend, earned

as of December 31, 2024, of $ 85 , to be settled by the issue of 28,270 additional shares of Series B Convertible Preferred Stock.

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.

and September 30, 2024, which have been settled by the issue of an additional aggregate 107,652 shares of Series B Convertible Preferred Stock.

Subsequent to December 31, 2025, in January 2026, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend, earned as of December 31, 2025, of $ 92 , to be settled by the issue of 30,602 additional shares of Series B Convertible Preferred Stock.

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.

Note 14 — Preferred Stock - continued

PAVmed Series C Convertible Preferred Stock

Subsequent to December 31, 2024, on January 17,

2025, the Company issued 25,000

of Series C Convertible Preferred Stock.

Each share of Series C Convertible Preferred Stock has a stated value of $ 1,000 ,

and entitles the holder thereof to a preferred dividend at a rate of 7.875 %

per annum, payable quarterly in arrears.

Dividends on each share of Series C Convertible Preferred Stock may be settled in shares of

the Company’s common stock (subject to satisfaction of certain equity-related conditions) or by capitalizing the dividend by

increasing the stated value of such share.

Subsequent to December 31, 2024, the Company has issued 1,000,000 shares of our common stock in connection with

the conversion of 400 shares of PAVmed Series C Convertible Preferred Stock.

Note 16 — Common Stock and Common Stock Purchase

In February 2023, the

Company distributed a proxy statement for a special meeting of shareholders that was held on March 31, 2023 (the “Special

Meeting”), at which the Company sought approval of an amendment to the Company’s Certificate of Incorporation, to

effect, (i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging from 1-for-5

to 1-for-15 ,

to be determined by the board of directors of the Company in its sole discretion, and (ii) an associated reduction in the number of

shares of common stock the Company is authorized to issue, from 250,000,000

shares to 50,000,000

On March 31, 2023, the shareholders approved the above proposal to amend the Company’s Certificate of Incorporation,

to effect, at any time prior to the one-year anniversary date of the Special Meeting.

On November 28, 2023 the Company’s board

of directors, unanimously authorized management to effect the reverse split at the ratio of 1-for-15 .

The reverse stock split became effective on December 7, 2023.

At the effective date, every 15 shares of the Company’s common stock that were issued and outstanding were automatically combined into one issued and outstanding share, without any change in par value of such shares .

No fractional shares were issued in connection with the reverse

Instead, each fractional share remaining after completion of the reverse stock split that was less than a whole share

was rounded up to one whole share.

The reverse stock split also correspondingly affected all outstanding PAVmed equity awards and

outstanding convertible securities.

On March 7, 2024, the Company

received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that, for the prior

30 consecutive business days (through March 6, 2024), the market value of the Company’s listed securities had been below the minimum

of $35 million required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2).

The Company was provided

180 calendar days, or until September 3, 2024, to regain compliance with the rule.

The Company did not regain compliance with the rule

during the allotted time period.

Accordingly, on September 10, 2024, the Company received a staff determination letter from the Nasdaq

Listing Qualifications Department, stating that unless the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”)

to appeal the staff determination, the Company’s securities would be subject to suspension and delisting.

The Company timely requested

a hearing before the Panel, which was held on October 29, 2024.

On November 8, 2024, the Panel granted

the Company an extension, until January 31, 2025, to regain compliance with the Nasdaq continued listing standards.

On February 14, 2025, the Company

received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), stating

that the Company had regained compliance with the Nasdaq continued listing standard under Nasdaq Listing Rule 5550(b)(1), which requires,

among other things, that the Company maintain at least $2.5 million in stockholders’ equity.

The Company achieved compliance through

(1) the Exchange, which was consummated on January 17, 2025, (2) the issuance of shares of Series C Preferred Stock for an aggregate purchase

price of $2.653 million, which was consummated on January 24, 2025, and (3) a reduction in operating expenses as a result of the Company’s

completed deconsolidation of Lucid from its balance sheet, each of which transactions was previously disclosed.

As a result, the Company

met the terms of the Panel’s decision.

Separately, on January 23, 2025,

the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business

days (through January 22, 2025), the closing bid price of the Company’s common stock had been below the minimum of $1 per share

required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

The notification letter stated that

the Company would be afforded 180 calendar days (until July 22, 2025) to regain compliance.

In order to regain compliance, the closing

bid price of the Company’s common stock must be at least $1 for a minimum of ten consecutive business days.

The notification letter

also stated that, in the event the Company does not regain compliance within the initial 180-day period, the Company may be eligible for

an additional 180-day period.

If the Company is not eligible for the additional 180-day period, or if it appears to the Nasdaq staff that

the Company will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will provide notice after the end of

the initial 180-day period that the Company’s securities will be subject to delisting.

The Nasdaq notification has no effect at

this time on the listing of the Company’s common stock or Series Z warrants, and the common stock and Series Z warrants will continue

to trade uninterrupted under the symbol “PAVM” and “PAVMZ,” respectively.

During the year ended December 31,

2024 a total of 34,332 shares of common stock of the Company were issued under the PAVmed ESPP.

See Note 14, Stock-Based Compensation ,

for a discussion of each of the PAVmed 2014 Equity Plan and the PAVmed ESPP.

In the year ended December 31,

2024, 1,084,366 shares of the Company’s common stock were issued upon conversion, at the election of the holder, of the April 2022

Senior Convertible Note and the September 2022 Senior Convertible Note, for $ 1,435 face value principal repayments, as discussed in Note

Subsequent to December 31, 2024, as of March 20, 2025, the Company issued 401,303 shares of common stock upon

conversion of these notes, with such shares having a fair value of approximately $ 259 .

Note 16 — Common Stock and Common Stock

Purchase Warrants - continued

In the year ended December 31,

2024, the Company sold 1,032,298

shares through their at-the-market equity facility for net proceeds of approximately $ 1,308 ,

after payment of 3 % commissions.

Subsequent to December 31, 2024, as of March 20, 2025, the Company sold 1,210,704

shares through its at-market equity facility for net proceeds of approximately $ 837 ,

after payment of 3 % commissions.

In the year ended December 31,

2024, the Company issued 333,380 shares of common stock to vendors in exchange for $ 350 of agreed upon services, which is included in

general and administrative operating expenses on the Company’s consolidated statement of operations.

Subsequent to December 31,

2024, as of March 20, 2025, the Company issued 77,408 shares of common stock to vendors in exchange for $ 50 of agreed upon services.

Subsequent to December 31, 2024,

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

On February 21, 2025, the Company consummated the Offering, generating gross proceeds to the Company of $ 2.37 million.

of the offering will be used to resume development activities related to Veris’ implantable physiological monitor and for general

working capital purposes.

The 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) agreed to solicit the affirmative vote of its stockholders

by no later than its next meeting of stockholders, which will be held no later than June 30, 2025, for approval, for the purposes of the

rules of The Nasdaq Stock Market LLC, of the issuance of all of the shares underlying the Pre-Funded Warrants, and to hold additional

meetings quarterly thereafter to the extent such approval is not obtained, (ii) 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 (iii) 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.

The Pre-Funded Warrants become exercisable

upon the receipt of the stockholder approval described above, expire on February 18, 2030, and have an exercise price of $ 0.001 per share,

subject to adjustment as described below.

The Pre-Funded Warrants may be exercised for cash, or on a cashless basis.

In the event the

Pre-Funded Warrants are exercised on a cashless basis, the holder will be entitled to receive a number of shares of the Company’s

common stock equal to (x) the excess of the market value of the Company’s common stock over the exercise price, multiplied by (y)

the number of shares as to which the Pre-Funded Warrant is being exercised, divided by (z) the market value of the Company’s common

The exercise price and number and type of securities or other property issuable on exercise of the Pre-Funded 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, a holder of the Pre-Funded Warrants will be entitled to participate in rights offerings or

pro rata distributions by the Company.

However, there will be no adjustment for issuances of shares of common stock at a price below the

exercise price.

Subsequent to December 31, 2024,

in January 2025, the Company received shareholder approval to amend its certificate of incorporation, as amended, to increase the total

number of shares of common stock the Company is authorized to issue by 200 million shares from 50 million shares to 250 million shares.

An amendment effecting such change was filed with the Secretary of State of Delaware on January 15, 2025.

Note 16 — Common Stock and Common Stock Purchase

Warrants - continued

PAVmed Distribution of Lucid Diagnostics Common

Stock to Shareholders

On February 15, 2024, the Company

distributed by special dividend to the Company stockholders 3,331,747 shares of Lucid Diagnostics common stock held by the Company.

such date, each PAVmed shareholder as of the January 15, 2024 record date received a stock dividend of approximately 38 shares of Lucid

common stock for every 100 shares of PAVmed common stock they held as of such date.

The shares distributed were approximately equal to

the number of shares of common stock that Lucid issued to PAVmed on or about January 26, 2024 in satisfaction of certain intercompany

obligations due to Lucid from PAVmed.

The Company’s distribution

of Lucid common stock to PAVmed stockholders, constituted an “Extraordinary Dividend” as defined in the Warrant Agreement.

Accordingly, as a result of the distribution, pursuant to Section 4.3 of the Warrant Agreement, the Warrant Price has been decreased by

$ 0.52 (the fair market value of 0.37709668 of a share of Lucid Diagnostics’ common stock on the distribution date) to $ 23.48 per

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 had a par value of $ 0.001 per share.

Each share of Series C Preferred Stock had a stated value of $ 1,000 (plus the amount of any dividends thereon that are capitalized), and entitled the holder thereof to a preferred dividend at a rate of 7.875 % per annum, payable quarterly in arrears.

The Series C Preferred Stock was 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 were 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 was pari passu with the Series B Convertible Preferred Stock, and was senior to all of the Company’s other equity securities.

Upon liquidation, a holder of Series C Preferred Stock was 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.

The stated value of each share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, was 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 $ 32.04 per share, subject to certain adjustments (including as a result of voluntary conversion price reductions approved by the Company’s board).

At any time following the occurrence of a Triggering Event (as defined below), a holder of shares of the Series C Preferred Stock had 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 $ 6.408 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (such price, the “Alternate Conversion Price”).

The term “Triggering Event” included 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”), although the holder of the Series C Preferred Stock had waived the occurrence of any QCOR Triggering Event through November 30, 2025.

As of December 31, 2025, the waiver had not been extended.

Notwithstanding the foregoing, the holder did not exercise its right to elect an alternate conversion right during December 2025.

However subsequent to December 31, 2025, on February 3, 2026, the holder provided a retrospective waiver covering the period from December 1, 2025 through such date.

The Company measured the fair value of the embedded derivatives as of December 1, 2025 and December 31, 2025 and determined the value was de minimis.

Subsequent to December 31, 2025, upon the redemption of the Series C Preferred Stock on February 3, 2026, the embedded derivatives were extinguished.

Note 14 — Preferred Stock - continued

The Company had 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 had 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”).

A holder could 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 could have from time to time increased or decreased 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) were 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.

During 2025, the Company and the holder of the Series C Preferred Stock entered into a series of waiver agreements (the “2025 Waivers”) pursuant to which, among other things, the holder granted certain waivers, including those necessary to permit the Company and Veris to consummate certain offerings (as described in Note 15, Common Stock and Common Stock Purchase Warrants ).

In consideration, the Company temporarily reduced the contractual conversion price of the Series C Preferred Stock to $ 12.00 during specified adjustment periods spanning February 18, 2025 through November 30, 2025, subject to aggregate limits on the number of shares issuable at such reduced conversion price, which were increased through multiple amendments from 33,334 shares initially to 366,667 shares by November 2025.

The Company pursuant to the 2025 Waivers also granted the holder of the Series C Preferred Stock the right, exercisable during the applicable waiver periods, to exchange up to $ 2.0 million per waiver period of Series C Preferred Stock for an equivalent increase in the principal amount of the September 2022 Senior Convertible Note (although no exchange elections were made under this provision during any of the waiver periods) (the “2025 Exchange Right”).

The 2025 Exchange Right granted pursuant to the 2025 Waivers provided the holder with a substantive redemption feature outside of the Company’s control during the waiver period.

As a result, during the applicable waiver periods, the affected Series C Preferred Stock no longer met the criteria for classification as permanent equity and was reclassified to mezzanine equity.

The 2025 Exchange Right expired unexercised on November 30, 2025, at which time the Company reclassified the affected Series C Preferred Stock back to permanent equity.

On June 16, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q3 2025 Waiver”), which, among other things, included waivers of certain provisions to permit the Veris June 2025 Equity Offering, as further described in Note 16, Noncontrolling Interest .

Under the terms of the Q3 2025 Waiver the parties agreed that an amount of the stated value of the Series C Preferred Stock equal to 50 % of the gross proceeds raised in certain future financings would be exchanged, effective December 15, 2025, for an equivalent increase in the amount outstanding under the September 2022 Senior Convertible Note.

On June 23, 2025, Veris Health entered into subscription agreements to sell shares of Veris Health common stock and warrants, resulting in gross proceeds of $ 2,520 (net proceeds of $ 2,488 , net of issuance costs).

As a result of this financing $ 1,260 of Series C Preferred Stock was exchanged for an equivalent increase in the amount outstanding under the September 2022 Senior Convertible Note, effective as of December 15, 2025.

For each conversion price reduction, the Company recognized the incremental value as a deemed dividend to the holder of the Series C Preferred Stock.

In the aggregate, the Company recognized deemed dividend charges of $ 2,035 for the year ended December 31, 2025, which increased net loss available to common stockholders on the consolidated statements of operations.

The incremental fair value associated with the Series C Preferred Stock modifications was determined using Monte Carlo simulation models.

The fair value of the conversion price reduction was estimated based on the adjusted conversion price of $ 12.00 and the applicable number of shares of the Company’s common stock issuable upon conversion, including the impact of any additional share allotments.

The models utilized the following assumptions:

a required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and risk-free rates ranging from 3.50 % to 4.30 %.

The estimated fair value of the reduced conversion price was compared to the fair value of the conversion price immediately prior to each modification, which reflected a conversion price of $ 32.04 and incorporated the same required rate of return, dividend yield, expected volatility, and risk-free interest rate assumptions.

The excess of the fair value of the modified conversion feature over the fair value immediately prior to the modification was recognized as a deemed dividend.

Note 14 — Preferred Stock - continued

During the year ended December 31, 2025, the Company elected to capitalize each of the quarterly dividends earned on its Series C Preferred Stock, which totaled $ 1,784 in the aggregate.

As a result, the stated value increased from $ 1,000 to $ 1,080 over the same period.

In the year ended December 31, 2025 , the Company issued 375,834 shares of its common stock upon the conversion of 4,352 shares of Series C Preferred Stock, resulting in the reduction of the Series C Preferred Stock stated value by $ 4,510 .

Subsequent to December 31, 2025 , the Company issued 433,546 shares of its common stock upon the conversion of 2,495 shares of Series C Preferred Stock.

Further, on February 3, 2026, concurrently with the Series D Preferred Stock Offering (as defined below), the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding and refinanced all $ 8,415 in principal and interest of its September 2022 Senior Convertible Note, in consideration of a cash payment to the holder thereof of approximately $ 22.3 million (which was made using proceeds from the sale of the Series D Preferred Stock), and the issuance of the 2026 Note with a principal amount of $ 15.0 million face value principal.

PAVmed Series D Convertible Preferred Stock

Subsequent to December 31, 2025, on February 3, 2026, the Company entered into subscription agreements with certain accredited investors (the “Series D Preferred Stock Investors”) and, pursuant to and concurrently with the execution of the Subscription Agreements, sold to the Series D Preferred Stock Investors, for an aggregate purchase price of $ 30 million, (i) 30,000 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $ 0.001 per share (the “Series D Preferred Stock”), and (ii) warrants (the “Series D Preferred Stock Warrant”) to purchase an additional 30,000 shares of Series D Preferred Stock, with each investor receiving 100 shares of Series D Preferred Stock and a warrant to purchase 100 shares of Series D Preferred Stock for each $ 100 of its investment (the “Series D Preferred Stock Offering”).

The initial conversion price of the Series D Preferred Stock is $ 6.50 per share, subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

On March 27, 2026, PAVmed's shareholders approved the conversion of the Series D Preferred Stock into shares of our common stock.

Promptly following such approval, 100 % of the Series D Preferred Stock was converted in full into 4,615,393 shares of our common stock.

Notwithstanding the conversion of the Series D Preferred Stock into shares of our common stock, the Series D Preferred Stock Warrants remain outstanding.

Upon the publication by Molecular Diagnostic Services Program (MolDx) of a draft local coverage determination that EsoGuard will be covered by Medicare, the Series D Preferred Stock Warrant will be callable by the Company at a price of $ 0.001 per warrant share.

The Company may send written notice to the holders after such condition has been satisfied and, after receipt of such notice, the holders will have 30 days to exercise the warrants.

Note 15 — Common Stock and Common Stock Purchase Warrants

On January 23, 2025, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that, for the prior 30 consecutive business days (through January 22, 2025), the closing bid price of the Company’s common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550 (a)( 2 ).

The notification letter stated that the Company would be afforded 180 calendar days (until July 22, 2025) to regain compliance.

In order to regain compliance, the closing bid price of the Company’s common stock must be at least $1 for a minimum of ten consecutive business days.

On July 29, 2025, the Company received an additional notice from the Listing Qualifications Department of Nasdaq stating that the Company is eligible for an additional 180 -day period (until January 19, 2026) to regain compliance with this requirement.

From and after the reverse split through January 20, 2026, the minimum bid price of the Company's common stock was greater than $1.

On January 21, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq, stating the Company had regained compliance with the $1 minimum bid price requirement for continued listing on the Nasdaq Capital Market.

In the year ended December 31, 2025 , 13,377 shares of the Company’s common stock were issued upon conversion, at the election of the holder, of the September 2022 Senior Convertible Note, for $ 176 face value principal repayments, as discussed in Note 12, Debt .

In the year ended December 31, 2025 , the Company sold 40,553 shares through their at-the-market equity facility for net proceeds of approximately $ 841 , after payment of 3 % commissions.

In the year ended December 31, 2025 , the Company issued 5,081 shares of common stock to vendors in exchange for $ 103 of agreed upon services, which is included in general and administrative operating expenses on the Company’s consolidated statement of operations.

On February 21, 2025, the Company and Veris, pursuant to subscription agreements, dated as of February 18, 2025 ( each, a “Veris Subscription Agreement”) and with certain accredited investors (collectively, the “Veris Investors”), consummated an offering (the “Veris Offering”) of 85,812 shares of the Company’s common stock and pre-funded warrants to purchase 25,225 shares of the Company’s common stock (the “Pre-Funded Warrants”), at a purchase price of $ 21.345 per share or warrant share (as applicable).

In addition, Veris issued to each Veris Investor approximately 6.098 shares of Veris’ common stock for each share or warrant share (as applicable) purchased by such Veris Investor, for an aggregate of 677,143 shares of Veris’ common stock.

The Veris 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.

Note 15 — Common Stock and Common Stock Purchase Warrants - continued

Each Veris Subscription Agreement contains customary representations, warranties, covenants and indemnities of the Company and the Veris Investors, as well as a covenant by the Company to provide the Veris Investors with protection against subsequent equity raises by the Company or Veris at a lower purchase price (solely to the extent the Veris Investors continue to hold the shares issued in the Veris Offering), with such protection to be effected through the issuance of additional shares of Veris’ common stock.

In addition, the Company (i) granted the Veris 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.

The Company also entered into a registration rights agreement (the “Veris Registration Rights Agreement”) with the Veris 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 Veris 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 and

December 31, 2023, Series Z Warrants outstanding totaled 11,937,450 representing the right to purchase 795,830 shares of the Company’s

common stock.

The Series Z Warrants are now exercisable to purchase one whole share of common stock of the Company at an exercise price

of $ 23.48 (previously $ 24.00 post reverse-split, decreased by $ 0.52 in connection with the special dividend distribution of Lucid common

stock to PAVmed stockholders, discussed above).

There were no Series Z Warrants exercised during the year ended December 31, 2024.

As of December 31, 2024, Series Z Warrants outstanding totaled 11,937,450 representing the right to purchase 26,528 shares of the Company’s common stock.

The Series Z Warrants were exercisable to purchase one whole share of common stock of the Company at an exercise price of $ 704.40 .

All such unexercised warrants expired in accordance with their terms on April 30, 2025.

During the year ended December 31, 2025 , there were no Series Z Warrants exercised.

Note 16 — Noncontrolling Interest

The noncontrolling interest (“NCI”)

included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows:

of Noncontrolling Interest of Stockholders' Equity

The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows:

December 31, 2025

2 unchanged sentences

Impact of subsidiary equity transactions

Veris Health issuance of common stock for settlement of vendor service agreement

Veris Offerings

Lucid Diagnostics proceeds from issuance of preferred stock Series A and A-1

3 unchanged sentences

Lucid Diagnostics deemed dividend on preferred stock

Lucid Diagnostics proceeds from At-The-Market Facilities, net of deferred financing charges

Lucid Diagnostics issuance of common stock for settlement of APA-RDx installment and termination payment

Lucid Diagnostics issuance of common stock for settlement of vendor service agreement

5 unchanged sentences

Deconsolidation of Lucid

The consolidated NCI presented above

is with respect to the Company’s consolidated subsidiaries as a component of consolidated total stockholders’ equity as of

December 31, 2024 and December 31, 2023;

and the recognition of a net loss attributable to the NCI in the consolidated statement

of operations for the periods beginning on the acquisition date of the respective subsidiaries.

The consolidated NCI presented above is with respect to the Company’s consolidated subsidiaries as a component of consolidated total stockholders’ equity as of December 31, 2025 and December 31, 2024 ;

and the recognition of a net loss attributable to the NCI in the consolidated statement of operations for the periods beginning on the acquisition date of the respective subsidiaries.

Note 16 — Noncontrolling Interest - continued

Lucid Diagnostics — Deconsolidation

As of December 31, 2024, there

were 63,071,950 shares of common stock of Lucid Diagnostics issued and outstanding, of which, PAVmed held 31,302,444 shares.

10, 2024, following preferred equity transactions completed by Lucid earlier in 2024 and the termination of voting proxies entered into

between PAVmed and certain shareholders of Lucid, PAVmed’s voting interest in the Company was reduced to less than 50.0%, resulting

in the loss of a controlling financial interest.

However, PAVmed retains the ability to exercise significant influence over Lucid.

deconsolidation, the Company’s ownership of 31,302,444 shares of Lucid Diagnostics common stock was valued at $25.1 million, which

resulted in a gain on deconsolidation of $72.3 million in the accompanying consolidated statements of operations for the year ended December 31,

Lucid Diagnostics — Intercompany Obligation

Upon deconsolidation, the Company’s ownership of 31,302,444 shares of Lucid Diagnostics common stock was valued at $ 25.1 million, which resulted in a gain on deconsolidation of $ 72.3 million in the accompanying consolidated statements of operations for the year ended December 31, 2024.

Lucid Diagnostics — Intercompany Obligation Settlement;

Special Distribution

On January 26, 2024 PAVmed elected

to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics

common stock.

On February 15, 2024, the Company distributed by special dividend to the Company stockholders, as of the record date noted

above, 3,331,747 shares of Lucid Diagnostics common stock held by the Company.

Lucid Diagnostics — Convertible Preferred

Stock Offerings

On March 7, 2023, Lucid issued 13,625

shares of newly designated Lucid Series A Convertible Preferred Stock (the “Lucid Series A Preferred Stock”).

Each share of

the Lucid Series A Preferred Stock has a stated value of $ 1,000 and a conversion price of $ 1.394 .

The Lucid Series A Preferred Stock is

convertible into shares of Lucid Diagnostics’ common stock at any time at the option of the holder from and after the six-month

anniversary of its issuance, and automatically converts into shares of Lucid Diagnostics’ common stock on the second anniversary

of its issuance.

The terms of the Lucid Series A Preferred Stock also include a one times preference on liquidation and a right to receive

dividends equal to 20 % of the number of shares of Lucid common stock into which such Lucid Series A Preferred Stock is convertible, payable

on the one-year and two-year anniversary of the issuance date.

The Lucid Series A Preferred Stock is a non-voting security, other than

with respect to limited matters related to changes in terms of the Lucid Series A Preferred Stock.

The aggregate gross proceeds from the

sale of shares in such offering were $ 13.625 million.

On March 13, 2024, Lucid issued

an additional 5,670 shares of Lucid Series A-1 Preferred Stock, for aggregate gross proceeds of $ 5.67 million.

On March 13, 2024, Lucid issued

44,285 shares of newly designated Lucid Series B Convertible Preferred Stock (the “Lucid Series B Preferred Stock”).

of the Lucid Series B Preferred Stock are substantially identical to the terms of the Lucid Series A Preferred Stock and the Lucid Series

A-1 Preferred Stock, except that the Lucid Series B Preferred Stock has a conversion price of $ 1.2444 , and the holders of the Lucid Series

B Preferred Stock vote with the common stock on an as-converted basis (subject to any applicable ownership limitations).

On the same day,

Lucid issued an additional 5,670 shares of Lucid Series A-1 Preferred Stock, for aggregate gross proceeds of $ 5.67 million (all of which

shares were immediately exchanged for shares of Lucid Series B Preferred Stock).

The aggregate gross proceeds from the sale of shares

in such offering were $ 18.1 million.

As a result of 100 % of the then-outstanding

shares of Lucid Series A Preferred Stock and Lucid Series A-1 Preferred Stock being exchanged for shares of Lucid Series B Preferred Stock

in the Lucid Series B Offering and Exchange, no shares of Lucid Series A Preferred Stock or Lucid Series A-1 Preferred Stock remain outstanding.

On May 6, 2024, Lucid issued approximately

11,634 shares of newly designated Lucid Series B-1 Convertible Preferred Stock (the “Lucid Series B-1 Preferred Stock”).

terms of the Lucid Series B-1 Preferred Stock are substantially identical to the terms of the Lucid Series B Preferred Stock, except that

the Lucid Series B-1 Preferred Stock has a conversion price of $ 0.7228 .

The aggregate gross proceeds from the sale of shares in such offering

were $ 11.6 million.

On January 26, 2024, PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics common stock.

On February 15, 2024, the Company distributed by special dividend to the Company stockholders, as of the record date noted above, 3,331,747 shares of Lucid Diagnostics common stock held by the Company.

Lucid Diagnostics — Deemed Dividend on 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 Convertible Preferred Stock, with such fair value recognized as the carrying value of such issued shares of Lucid Series B Convertible Preferred Stock, as compared to the carrying value of the extinguished Lucid Series A and Lucid Series A- 1 Convertible Preferred Stock (carrying value of $ 24,294 ), resulting in an excess of fair value of $ 7,496 recognized as a deemed dividend charged to accumulated deficit in the consolidated balance sheet on March 13, 2024, with such deemed dividend included as a component of net loss attributable to common stockholders.

As of December 31, 2025 , there were 10,763,186 shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an 58.32 % majority-interest ownership and PAVmed has a controlling financial interest, with the remaining 41.68 % minority-interest ownership held by unrelated third -parties.

These ownership interests in Veris Health do not reflect the approximately $ 24.0 million of intercompany debt owed by Veris to PAVmed, which at the stated conversion price of $ 1.50 , is convertible into 16,001,294 shares of common stock of Veris Health;

giving effect to the conversion of such note, PAVmed’s ownership interest in Veris would be 83.2 %.

Accordingly, Veris Health is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity in the accompanying consolidated balance sheets.

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”) 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, with less than $ 0.1 million of issuance costs.

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 raises 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.

The Veris Warrants are classified as equity as they are indexed to Veris’s common stock and meet the criteria for equity classification.

Note 16 — Noncontrolling Interest - continued

Lucid Diagnostics — Deemed Dividend on 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 Convertible Preferred Stock, with such fair value recognized as the

carrying value of such issued shares of Lucid Series B Convertible Preferred Stock, as compared to the carrying value of the extinguished

Lucid Series A and Lucid Series A-1 Convertible Preferred Stock (carrying value of $ 24,294 ), resulting in an excess of fair value of $ 7.5

million recognized as a deemed dividend charged to accumulated deficit in the 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:

of Net Loss Attributable to Common Stockholders

Lucid Series B Convertible Preferred Stock Issuance and Series A/A-1 Exchange Offer

March 13, 2024

Fair Value - 31,790

shares of Lucid Series B Preferred Stock issued

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

Carrying value related to Lucid Series A and Lucid Series A-1 Preferred Stock Exchanged for Lucid Series B Preferred Stock (of 24,295 shares)

Deemed Dividend Charged to Accumulated Deficit

As of December 31, 2024, there

were 8,000,000 shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an 80.44 % majority-interest ownership

and PAVmed has a controlling financial interest, with the remaining 19.56 % minority-interest ownership held by an unrelated third-party.

Accordingly, Veris Health is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest

(NCI) is included as a separate component of consolidated stockholders’ equity in the accompanying consolidated balance sheets.

On October 7, 2025, the Company 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).

Certain investors have been granted anti-dilution rights by Veris, pursuant to which Veris may be obligated to issue such investors additional shares of common stock, in the event of certain financings by PAVmed or Veris.

Subsequent to December 31, 2025, on February 3, 2026 such anti-dilution rights were triggered by the February 2026 Financing.

Accordingly, promptly after such financing, Veris issued to the investors holding those rights, in the aggregate, 1,260,792 shares of its common stock.

Note 17 — Income Taxes

Income tax (benefit) expense for respective periods noted

is as follows:

Schedule of Income Tax (Benefit) Expense

Income tax (benefit) expense for respective periods noted is as follows:

Years Ended December 31,

4 unchanged sentences

Income tax expense (benefit)

The reconciliation of the federal statutory income tax

rate to the effective income tax rate for the respective period noted is as follows:

of Effective Income Tax Rate Reconciliation

Years Ended December 31,

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the year ended December 31, 2025 is as follows:

December 31, 2025

federal statutory rate

State income tax (net of federal benefit)

New Jersey revaluation of DTA

Pennsylvania revaluation of DTA

Other states revaluation of DTA

New Jersey deferred true-up

Pennsylvania deferred true-up

Other states deferred true-up

New Jersey valuation allowance

Pennsylvania valuation allowance

Other states valuation allowance

Total state taxes (net of federal benefit)

Permanent differences

Fair Value adjustments

Foreign tax effects

New tax law changes

Effect of Cross - Border Tax Laws

Changes in Unrecognized Benefits

Federal deferred true-up

Change in valuation allowance

Effective tax rate

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the year ended December 31, 2024 is as follows:

Year Ended December 31,

federal statutory rate

state and local income taxes, net of federal benefit

6 unchanged sentences

Effective tax rate

For the year ended December 31, 2025, the components of the Company’s income tax paid are state and local taxes primarily from California, Massachusetts and New Jersey.

For the year ended December 31, 2024, there were no income taxes paid.

Substantially all sources of losses before provision for income tax were derived from sources within the United States.

No income was derived from foreign sources for the years ended December 31, 2025 and 2024.

Note 17 — Income Taxes - continued

The tax effects of temporary differences which give rise

to the net deferred tax assets for the respective period noted is as follows:

of Deferred Tax Assets and Liabilities

The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows:

Years Ended December 31,

1 unchanged sentence

Net operating loss

Debt issue costs

Stock-based compensation expense

4 unchanged sentences

Section 195 deferred start-up costs

Depreciation & amortization

Deferred tax assets

6 unchanged sentences

Deferred tax assets, net after valuation allowance

Deferred tax assets and deferred

tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

The effect of the change in the tax rate is recognized as

income or expense in the period the change in tax rate is enacted.

As mentioned in Note 4, Equity Method Investment , on 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.

Pursuant to ASC

810-10-40-5, the tax effects of the deconsolidation of Lucid Diagnostics’ are included in the gain on deconsolidation resulting

in deferred tax expense of $ 62.3 million offset by a full valuation allowance of ($ 62.3 ) million, netting to zero.

Lucid Diagnostics no

longer qualifies to be included in PAVmed’s combined unitary state tax returns.

As required by FASB ASC Topic

740, Income Taxes, (ASC 740), a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred

tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward,

to reduce future tax expense.

A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax

liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will

not be realized.

Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the

net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than-not the deferred

tax assets will not be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax

assets, net of deferred tax liabilities, as of December 31, 2024 and 2023.

As of December 31, 2024 and 2023, the deferred tax

asset valuation allowance decreased by $ 51.6 million and increased by $ 36.1 million, respectively.

For the year ended December 31, 2024,

due to the deconsolidation of Lucid on September 10, 2024, changes to the valuation allowance reported a decrease of $ 62.3 million in

the gain on deconsolidation of Lucid and an increase of ($ 10.7 ) million through current year operations, netting to a total change of

$ 51.6 million.

The Company has total estimated

federal net operating loss (“NOL”) carryforward of approximately $ 144.9 million and $ 236.3 million as of December 31,

2024 and 2023, respectively, which is available to reduce future taxable income, of which approximately $ 13.8 million have statutory expiration

dates commencing in 2037 , and approximately $ 131.1 million which do not have a statutory expiration date.

The Company has not yet conducted

a formal analysis and the NOL carryforward and general business credits may be subject-to limitation under U.S.

Internal Revenue Code

(“IRC”) Section 382 (provided there was a greater than 50% ownership change, as computed under such IRC Section 382).

State and Local NOL carryforwards of approximately $ 213.6 million have statutory expiration dates commencing in 2037.

The Company has

total estimated research and development (“R&D”) tax credit carryforward of approximately $ 2.9 million as of December 31,

2024 which are available to reduce future tax expense and have statutory expiration dates commencing in 2037.

Note 17 — Income Taxes - continued

The Company files income tax returns

in the United States in federal and applicable state and local jurisdictions.

The Company’s tax filings for the years 2017 and thereafter

each remain subject to examination by taxing authorities.

The Company’s policy is to record interest and penalties related to income

taxes as part of its income tax provision.

Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted.

As mentioned in Note 4, Equity Method Investment , on 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.

Pursuant to ASC 810 - 10 - 40 - 5, the tax effects of the deconsolidation of Lucid Diagnostics’ are included in the gain on deconsolidation resulting in deferred tax expense of $ 62.3 million offset by a full valuation allowance of ($ 62.3 ) million, netting to zero.

Lucid Diagnostics no longer qualifies to be included in PAVmed’s combined unitary state tax returns.

As required by FASB ASC Topic 740, Income Taxes, (ASC 740 ), a “more-likely-than- not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense.

Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than- not the deferred tax assets will not be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, as of December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the deferred tax asset valuation allowance decreased by $ 7.8 million and increased by $ 51.6 million, respectively.

Of the $ 7.8 million change in the valuation allowance for the year ended December 31, 2025, $ 6.1 million relates to federal and is separately stated in the rate reconciliation.

For the year ended December 31, 2024, due to the deconsolidation of Lucid on September 10, 2024, changes to the valuation allowance reported a decrease of $ 62.3 million in the gain on deconsolidation of Lucid and an increase of ($ 10.7 ) million through current year operations, netting to a total change of $ 51.6 million.

The Company has total estimated federal net operating loss (“NOL”) carryforward of approximately $ 131.2 million and $ 144.9 million as of December 31, 2025 and 2024 , respectively, which is available to reduce future taxable income, of which approximately $ 13.8 million have statutory expiration dates commencing in 2037, and approximately $ 117.4 million which do not have a statutory expiration date.

The Company has not yet conducted a formal analysis and the NOL carryforward and general business credits may be subject-to limitation under U.S.

Internal Revenue Code (“IRC”) Section 382 (provided there was a greater than 50% ownership change, as computed under such IRC Section 382 ).

The State and Local NOL carryforwards of approximately $ 184.1 million have statutory expiration dates commencing in 2037.

The Company has total estimated research and development (“R&D”) tax credit carryforward of approximately $ 2.6 million as of December 31, 2025 which are available to reduce future tax expense and have statutory expiration dates commencing in 2037.

The Company files income tax returns in the United States in federal and applicable state and local jurisdictions.

The Company’s tax filings for the years 2022 and thereafter each remain subject to examination by taxing authorities.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

The Company has not recognized any penalties or interest related to its income tax provision.

Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

Key provisions of the OBBBA include making permanent certain aspects of the 2017 Tax Cuts and Jobs Act, modifying certain international tax rules, and restoring provisions that accelerate deductions for certain business investments and expenditures.

The legislation has multiple effective dates, with certain provisions effective in 2025 and other implemented in subsequent years.

The OBBBA did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2025, and the Company does not expect the changes to have a material impact on the provision for income taxes or net income in future periods.

Note 18 — Net Income (Loss) Per Share

The Net income (loss) per share

- attributable to PAVmed Inc.

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:

of Comparison of Basic and Fully Diluted Net Loss Per Share

common stockholders - basic and diluted - for the respective periods indicated - is as follows:

Years Ended December 31,

Net income (loss) - before noncontrolling interest

1 unchanged sentence

Net income (loss) - as reported, attributable to PAVmed Inc.

Deemed dividend on Series Z warrant modification

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

5 unchanged sentences

Weighted average common shares outstanding, basic

Restricted stock awards

Senior Convertible Note

Weighted average common shares outstanding, diluted

1 unchanged sentence

Net income (loss) per share attributable to PAVmed Inc.

stockholders, basic (1)

common stockholders, basic

Net income (loss) per share attributable to PAVmed Inc.

stockholders, diluted (1)

(1) - Convertible preferred stock and restricted stock awards would potentially be considered

a participating security under the two-class method of calculating net income (loss) per share.

For periods where losses are presented,

such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net income (loss) per

share calculation for the periods indicated.

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 years 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.

Note 19 — Net Income (Loss) Per Share -

Basic weighted-average number of

shares of common stock outstanding for the years ended December 31, 2024 and 2023 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 year ended December 31, 2023, 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:

of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share

common stockholders, diluted

( 1 ) - Convertible preferred stock and restricted stock awards would potentially be considered a participating security under the two -class method of calculating net income (loss) per share.

For periods where losses are presented, such holders are not contractually obligated to share in the losses, there is no impact on the Company's net income (loss) per share calculation for the periods indicated.

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 years 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.

Note 18 — Net Income (Loss) Per Share - continued

Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2025 and 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 year ended December 31, 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:

Stock options

1 unchanged sentence

Series Z Warrants

Senior Convertible Note

Series B Convertible Preferred Stock

The total stock options are inclusive

of 60,054 stock options as of both December 31, 2024 and 2023, granted outside the PAVmed 2014 Equity Plan.

Series C Convertible Preferred Stock

Potential common stock equivalents associated with the Company’s September 2022 Convertible Note and the Series C Preferred Stock were excluded from the computation of diluted loss per share for the year ended December 31, 2025, because their effect would have been anti-dilutive.

The September 2022 Convertible Note and the Series C Preferred Stock were redeemed on February 3, 2026, as described in Note 12, Debt and Note 14, Preferred Stock .

The total stock options are inclusive of 1,816 and 2,001 stock options as of December 31, 2025 and 2024 , respectively, granted outside the PAVmed 2014 Equity Plan.

Note 19 — 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.

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

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 one

reportable segment.

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 its the consolidated

statements of operations.

During the years ended December 31, 2024 and 2023 revenues resulting from the delivery of patient EsoGuard 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.

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 its the consolidated statements of operations.

During the years ended December 31, 2025 and 2024 revenues resulting from the delivery of patient EsoGuard test results and Veris Platform subscription services were 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures