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Item 1. Financial Statements

2026-05-14 compared with 2025-11-12 · 782 added, 1379 removed, 137 unchanged (94% of the section changed)

Financial Statements

CONSOLIDATED BALANCE SHEETS

thousands except number of shares and per share data - unaudited)

and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

March 31, 2026

December 31, 2025

Current assets:

Accounts receivable

expenses, deposits, and other current assets

Prepaid expenses, deposits, and other current assets

Total current assets

2 unchanged sentences

Equity method investment - at fair value

Liabilities, Mezzanine Equity

and Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable

Accrued expenses and other

current liabilities

Operating lease liabilities,

current portion

Secured Convertible Notes - at fair value

current liabilities

lease liabilities, less current portion

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Senior Secured Convertible Notes - at fair value

Total current liabilities

Senior Secured Convertible Notes - at fair value

Rights liability

Operating lease liabilities, less current portion

Total liabilities

Commitments and contingencies (Note 7)

Mezzanine Equity

Preferred stock, $ 0.001

Authorized, 20,000,000 shares;

Series C Convertible Preferred Stock, stated value $ 1,058 at September 30, 2025, and issued

and outstanding of 3,081 shares at September 30, 2025 and no shares issued and outstanding as of December 31, 2024

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.001

Preferred stock, $ 0.001 par value.

Authorized, 20,000,000 shares;

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding of 1,499,384

shares at September 30, 2025 and 1,412,865 shares at December 31, 2024

Preferred stock, $ 0.001

Series B Convertible Preferred Stock, par value $0.001, issued and outstanding of 1,559,991 shares at March 31, 2026 and 1,529,389 shares at December 31, 2025

Preferred stock, $ 0.001 par value.

Authorized, 20,000,000 shares;

Series C Convertible Preferred Stock, stated value $ 1,058 at September 30, 2025, and issued

and outstanding of 19,376 shares at September 30, 2025 and no shares issued and outstanding as of December 31, 2024

Preferred stock, value

Series C Convertible Preferred Stock, stated value $ 1,080 , no shares issued and outstanding at March 31, 2026, issued and outstanding of 19,457 shares as of December 31, 2025

Common stock, $ 0.001 par value.

250,000,000 shares (Note 13);

23,053,498 and 11,198,977 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

Authorized, 25,000,000 shares (Note 12);

6,269,384 and 927,934 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

Stockholders’ Equity (Deficit)

Noncontrolling

Stockholders’ Equity (Deficit)

Total Liabilities, Mezzanine

Equity and Stockholders’ Equity (Deficit)

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

thousands except number of shares and per share data - unaudited)

Accumulated deficit

Total PAVmed Stockholders’ Equity (Deficit)

Noncontrolling interests

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

See accompanying notes to the unaudited condensed consolidated financial statements.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended

Operating expenses:

2 unchanged sentences

General and administrative

Amortization of acquired

intangible assets

and development

operating expenses

Research and development

Total operating expenses

Operating loss

Other income (expense):

1 unchanged sentence

Interest expense

Gain on deconsolidation

of subsidiary

Change in fair value -

equity method investment

Change in fair value -

Senior Secured Convertible Notes

Debt extinguishments loss

- Senior Secured Convertible Notes

Debt modification expense

Change in fair value - equity method investment

Change in fair value - Senior Secured Convertible Notes

Debt extinguishments loss - Senior Secured Convertible Notes

Change in fair value - warrant liability

Change in fair value - rights liability

Management fee income

income (expense), net

Other expense

Other income (expense), net

Income (loss) before provision for income tax

1 unchanged sentence

Net income (loss) before noncontrolling interests

Net loss attributable

to the noncontrolling interests

Net income (loss) attributable to PAVmed Inc.

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

Net income (loss) attributable

to PAVmed Inc.

common stockholders

Net loss attributable to the noncontrolling interests

Net income (loss) attributable to PAVmed

Series B Convertible Preferred Stock dividends earned

Series C Convertible Preferred Stock dividends earned

Deemed dividend on Series C Convertible Preferred Stock

Net income (loss) attributable to PAVmed common stockholders

Per share information:

Net income (loss) per

share attributable to PAVmed Inc.

common stockholders – basic

Net income (loss) per

share attributable to PAVmed Inc.

common stockholders – diluted

Weighted average common shares outstanding,

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED September 30, 2025

thousands except number of shares and per share data - unaudited)

Mezzanine Equity

Stockholders’ Equity (Deficit)

Series C Convertible Preferred Stock

Series B Convertible Preferred Stock

Series C Convertible Preferred Stock

Additional Paid-In

Non controlling

Balance - June 30, 2025

$ ( 250,575 )

Net income (loss) per share attributable to PAVmed common stockholders – basic

Net income (loss) per share attributable to PAVmed common stockholders – diluted

Weighted average common shares outstanding, basic

Weighted average common shares outstanding, diluted

See accompanying notes to the unaudited condensed consolidated financial statements.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

for the THREE MONTHS ENDED March 31, 2026

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

PAVmed Stockholders' Equity (Deficit)

Series B Convertible

Series C Convertible

Preferred Stock

Balance - December 31, 2025

Dividends declared - Series B Convertible Preferred Stock

1 unchanged sentence

Impact of subsidiary equity transactions

Issuance - common stock - subsidiary, net of issuance costs

Issuance - vendor service agreement

Conversions - Series C Convertible Preferred Stock

Reclassification of Series C Convertible Preferred Stock to permanent equity from Mezzanine Equity due to increase in stated value due to dividend capitalization

Conversion - Series D Convertible Preferred Stock (1)

Reclassify Series D Preferred Stock Warrants to permanent equity

Deemed dividend - redemption of Series C Convertible Preferred Stock

Dividends earned - Series C Convertible Preferred Stock

Deemed dividend on Series C Convertible Preferred Stock

Stock-based compensation - PAVmed Inc.

Issuance of shares related to reverse stock split

Stock-based compensation - PAVmed

Stock-based compensation - subsidiary

Net income (loss)

Balance - September 30, 2025

$ ( 256,901 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the NINE MONTHS ENDED September 30, 2025

thousands, except number of shares and per share data - unaudited)

Stockholders’ Equity (Deficit)

C Convertible Preferred Stock

B Convertible Preferred Stock

Convertible Preferred Stock

Balance - December 31, 2024

$ ( 254,965 )

Dividends declared - Series B Convertible Preferred

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

Initial reclassification of Series C Convertible

Preferred Stock from permanent equity to Mezzanine Equity due to partial redemption feature

Reclassification of Series C Convertible Preferred

Stock to permanent equity from Mezzanine Equity due to increase in stated value due to dividend capitalization

Dividends earned - Series C Convertible Preferred

Deemed dividend on Series C Convertible Preferred

Exercise Pre-funded warrants

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiaries

Net income (loss)

Balance - September 30, 2025

$ ( 256,901 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED September 30, 2024

thousands, except number of shares and per share data - unaudited)

Stockholders’ Equity (Deficit)

B Convertible

Balance - March 31, 2026

(1) For additional details on the Series D transaction, see Note 11, Preferred Stock.

See accompanying notes to the unaudited condensed consolidated financial statements.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

for the THREE MONTHS ENDED March 31, 2025

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

Mezzanine Equity

PAVmed Stockholders' Equity (Deficit)

Series C Convertible

Series B Convertible

Series C Convertible

Preferred Stock

Balance - June 30, 2024

$ ( 320,630 )

Dividends declared - Series B Convertible Preferred

Issue common stock - PAVM ATM Facility

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Conversions - subsidiary common stock - Senior

Secured Convertible Note

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiary

Transfer of intellectual property to Lucid

Diagnostics Inc

Deconsolidation of subsidiary

Balance - September 30, 2024

$ ( 256,312 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the NINE MONTHS ENDED September 30, 2024

thousands, except number of shares and per share data - unaudited)

Stockholders’ Equity (Deficit)

B Convertible

Preferred Stock

Balance - December 31, 2024

$ ( 294,433 )

Dividends declared - Series B Convertible Preferred

Dividends declared - Series B Convertible Preferred Stock

Issue common stock - PAVM ATM Facility

1 unchanged sentence

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

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

Issuance - common stock private placement offering with pre-funded warrants and Veris Health common stock issuance, 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

Initial reclassification of Series C Convertible Preferred Stock from permanent equity to Mezzanine Equity due to partial redemption feature

Reclassification of Series C Convertible Preferred Stock to permanent equity from Mezzanine Equity due to increase in stated value due to dividend capitalization

Dividends earned - Series C Convertible Preferred Stock

Deemed dividend on Series C Convertible Preferred Stock

Stock-based compensation - PAVmed

Stock-based compensation - subsidiary

Deconsolidation of subsidiary

Balance - September 30, 2024

$ ( 256,312 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

thousands, except number of shares and per share data - unaudited)

Months Ended September 30,

Cash flows from operating

Net income (loss) - before noncontrolling

interest (“NCI”)

Adjustments to reconcile net income (loss)

- before NCI to net cash used in operating activities

Depreciation and amortization

Net income (loss)

Balance - March 31, 2025

See accompanying notes to the unaudited condensed consolidated financial statements.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Three Months Ended March 31,

Cash flows from operating activities

Net income (loss) - before noncontrolling interest (“NCI”)

Adjustments to reconcile net income (loss) - before NCI to net cash used in operating activities

Depreciation and amortization expense

Stock-based compensation

Gain on deconsolidation of subsidiary

Change in fair value -

equity method investment

Amortization of common

stock payment for vendor service agreement

Change in fair value -

Senior Secured Convertible Notes

Debt extinguishment loss

- Senior Secured Convertible Note

Change in fair value - equity method investment

Amortization of common stock payment for vendor service agreement

Change in fair value - Senior Secured Convertible Notes

Change in fair value - warrant liability

Change in fair value - rights liability

Debt extinguishment loss - Senior Secured Convertible Note

Non-cash lease expense

1 unchanged sentence

Accounts receivable

Prepaid expenses, deposits

and current and other assets

Prepaid expenses, deposits and current and other assets

Accounts payable

expenses and other current liabilities

Net cash flows used in

operating activities

Cash flows from investing

Accrued expenses and other current liabilities

Net cash flows used in operating activities

Cash flows from investing activities

Purchase of equipment

Decrease in cash due to deconsolidation of subsidiary

Proceeds from sale of intellectual property to Lucid Diagnostics Inc.

Net cash flows used in

investing activities

Cash flows from financing

Proceeds – issue of preferred stock -

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

Payment – Senior Secured Convertible

Note – acceleration floor payments

Proceeds – issue of common stock - At-The-Market

Proceeds – issue common stock –

Employee Stock Purchase Plan

Proceeds – subsidiary common stock –

Employee Stock Purchase Plan

Proceeds – exercise

of stock options issued under equity plan of subsidiary

Net cash flows provided

by financing activities

Net cash flows used in investing activities

Cash flows from financing activities

Proceeds – issue of Series D Preferred Stock, net of financing fees

Proceeds - Senior Secured Convertible Note (February 2026)

Payment - Senior Secured Convertible Note (September 2022)

Payment - Series C Preferred Stock

Proceeds – issue of common stock and pre-funded warrants, net of financing fees

Payment – financing costs – debt exchange

Proceeds – issue of common stock - At-The-Market Facility

Net cash flows provided by financing activities

Net increase in cash

1 unchanged sentence

Cash, end of period

accompanying notes to the unaudited condensed consolidated financial statements.

TO CONDENSED 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.

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 less than $ 0.1 million of revenue for the three and

nine months ended September 30, 2025, and 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 loss attributable to PAVmed common stockholders of approximately $ 1.9 million and had net cash flows used in operating

activities of approximately $ 3.7 million for the nine months ended September 30, 2025.

As of September 30, 2025, the Company had a working

capital deficiency of approximately $ 6.3 million, with such working capital inclusive of the Senior Secured Convertible Notes classified

as a current liability of an aggregate of approximately $ 6.9 million and approximately $ 3.1 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 unaudited

condensed consolidated financial statements are issued.

3 — Summary of Significant Accounting Policies

Accounting Policies

Company’s significant accounting policies are as disclosed in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2024 as filed with the SEC on March 24, 2025, except as otherwise noted herein below.

of Presentation

accompanying unaudited condensed consolidated financial statements of PAVmed and those of its wholly owned subsidiaries and majority-owned

subsidiaries entities have been prepared in accordance with accounting principles generally accepted in the United States of America

See accompanying notes to the unaudited condensed consolidated financial statements.

and SUBSIDIARIES

NOTES TO CONDENSED 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 commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials.

The Company generated less than $ 0.1 million of revenue for the three months ended March 31, 2026 , and the Company expects to continue to experience recurring losses and to generate negative cash flows from operating activities in the near future.

Note 2 — Liquidity and Going Concern - continued

The Company incurred a net loss attributable to PAVmed common stockholders of approximately $ 7.0 million and had net cash flows used in operating activities of approximately $ 2.6 million for the three months ended March 31, 2026 .

As of March 31, 2026 , the Company had positive working capital of approximately $ 3.8 million.

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

The Company’s significant accounting policies are as disclosed in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2025 as filed with the SEC on March 27, 2026, except as otherwise noted herein below.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of PAVmed and those of its wholly owned subsidiaries and majority-owned subsidiaries entities 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”).

All 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 unaudited condensed 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.

PAVmed accounts for its investment in Lucid Diagnostics

using the equity method and the fair value option.

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

of the deconsolidation of Lucid Diagnostics.

See Note 14, Noncontrolling Interest , for a discussion of each of the subsidiaries

The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating

permitted under SEC rules, certain footnotes or other financial information normally required by U.S.

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 unaudited condensed consolidated statement of operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest equity ownership of each subsidiary.

PAVmed accounts for its investment in Lucid Diagnostics using the equity method and the fair value option.

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

See Note 13, 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.

As permitted under SEC rules, certain footnotes or other financial information normally required by U.S.

GAAP have been condensed or omitted.

The balance sheet as of December 31, 2025 has been derived from audited consolidated financial statements at such date.

The accompanying

unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated

financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary

for a fair statement of the Company’s unaudited condensed consolidated financial information.

unaudited condensed consolidated results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative

of the consolidated results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future

The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial

information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto

as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March

amounts in the accompanying unaudited condensed consolidated financial statements and the 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.

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 September 30, 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.

preparing the unaudited condensed 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 unaudited condensed consolidated financial

statements, as well as the reported amounts of revenue and expenses during the reporting period.

Significant estimates in these

unaudited condensed consolidated financial statements include those related to the estimated fair value of debt obligations and

stock-based equity awards.

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.

The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the Company’s unaudited condensed consolidated financial information.

The unaudited condensed consolidated results of operations for the three months ended March 31, 2026 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2026 or for any other interim period or for any other future periods.

The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10 -K as filed with the SEC on March 27, 2026.

All amounts in the accompanying unaudited condensed consolidated financial statements and the 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.

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 March 31, 2026 and December 31, 2025 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.

Use of Estimates

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

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

3 — Summary of Significant Accounting Policies - continued

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 were completed upon release of a patient’s test result to the ordering healthcare

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.

Presently, the Company’s

revenue is primarily derived from the Veris Cancer Care Platform and contracts with hospitals and cancer care centers.

Similarly, ASC

606 five-step principles are equally applicable in determining recognized revenues for the period.

key aspects considered by the Company include the following:

Contracts —The

Company’s customer is primarily the patient, a hospital, or cancer care center, 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.

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

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 accounts for Lucid Diagnostics as an equity method investment beginning on September

10, 2024, and through the period ended September 30, 2025.

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, as

amended from time to time, 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, including the component related to accrued interest, is presented in a single line

item within other income (expense) in the accompanying unaudited condensed 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 9, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 10, 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.

Adopted Accounting Pronouncements

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.

Early adoption is permitted.

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

The Company does not expect the standard to have

a significant impact on its consolidated financial statements in the 2025 Annual Report on Form 10-K.

3 — Summary of Significant Accounting Policies - continued

Accounting Standards Updates Not Yet Adopted

November 2024, the FASB issued ASU No.

2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosures (Subtopic 220-40):

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

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.

The Company’s revenue is primarily derived from the Veris Cancer Care Platform and contracts with hospitals and cancer care centers.

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.

Note 3 — Summary of Significant Accounting Policies - continued

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.

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, as amended from time to time, referred to herein as the “September 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated February 3, 2026, referred to herein as the “2026 Note” which are accounted under the “fair value option election” 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 the 2026 Note, including the component related to accrued interest, is presented in a single line item within other income (expense) in the accompanying unaudited condensed 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 the 2026 Note.

See Note 8, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 9, Debt , for a discussion of the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and the 2026 Note.

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.

Note 3 — Summary of Significant Accounting Policies - continued

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 ):

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.

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 unaudited condensed consolidated financial statements.

October 2023, the FASB issued ASU No.

The Company is currently evaluating the potential impact of this guidance on its unaudited condensed 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 unaudited condensed consolidated

financial statements and disclosures.

4 — Equity Method Investment

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.

following presents summarized financial information related to Lucid accounted for under the equity method as of September 30, 2025.

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

Note 4 — Equity Method Investment

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.

The following presents summarized financial information related to Lucid accounted for under the equity method as of March 31, 2026 .

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

of Aggregate Information from the Financial Statements

March 31, 2026

Other current assets

3 unchanged sentences

Shareholders’ equity

Total liabilities and

stockholders’ equity

Total liabilities and stockholders’ equity

Three Months Ended

March 31, 2026

March 31, 2025

Net income (loss) attributable to common stockholders

September 30, 2025 and December 31, 2024, the fair value of the Company’s investment in Lucid was $ 31.6

million and $ 25.6

million, respectively.

The Company recognized an unrealized

loss on its investment in Lucid of $ 4.4

million and an unrealized gain on its investment in Lucid of

million in the accompanying unaudited condensed consolidated

statements of operations for the three and nine months ended September 30, 2025, respectively.

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 30, 2025

and December 31, 2024 of $ 1.01

and $ 0.819 ,

respectively.

At September 30, 2025 and December 31, 2024, PAVmed held approximately 28 %

respectively, of Lucid’s common stock voting interest.

4 — Equity Method Investment - continued

- 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.

At March 31, 2026 and December 31, 2025 , the fair value of the Company’s investment in Lucid was $ 36.0 million and $ 34.1 million, respectively.

The Company recognized an unrealized gain on its investment in Lucid of $ 1,878 and $ 21,004 in the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively.

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 March 31, 2026 and December 31, 2025 of $ 1.15 and $ 1.09 , respectively.

At March 31, 2026 and December 31, 2025 , PAVmed held approximately 27.1 % and 27.5% , respectively, of Lucid’s common stock voting interest.

As of May 12, 2026, PAVmed held approximately 25.2 % of Lucid's common stock voting interest.

Note 4 — Equity Method Investment - continued

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 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 monthly fee due to the Company

from Lucid is $ 1,050 .

During the three and nine months ended September 30, 2025, the MSA fee income was $ 3,150 and $ 9,450 , respectively.

connection with the Exchange, the September 2022 Senior Convertible Note was amended to provide that MSA Fees will be paid in cash, and

that the Company will be required to set aside 50% of such payments received after January 31, 2025, unless certain conditions are met

(the “MSA Reserve Requirement”).

However, the Company and the holder have entered into a waiver, pursuant to which, among

other things, the holder agreed to waive the MSA Reserve Requirement through November 30, 2025.

5 — Revenue from Contracts with Customers

Company recognized less than $ 0.1 million in each of the three and nine months ended September 30, 2025, in each case from subscription

revenue derived from its Veris Health Cancer Care Platform.

In addition, the Company’s revenue for the three and nine months ended

September 30, 2024 was $ 996 and $ 2,985 , respectively, primarily resulting from the delivery of patient EsoGuard test results.

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

of the variable consideration.

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 $ 55 and $ 133 for the three and nine months ended September 30, 2025, respectively, are principally from amounts incurred in the delivery

of patient services including web hosting costs, patient devices, and compensation costs.

Company’s cost of revenue for the three and nine months ended September 30, 2025 was less than $ 0.1 million, primarily associated

with Veris subscription revenue.

The Company’s cost of revenue for the three and nine months ended September 30, 2024 was $ 1,381

and $ 4,792 , respectively, 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

Advanced payments to service providers

and suppliers

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 from Lucid is $ 1,050 .

During the three months ended March 31, 2026 and 2025, the MSA fee income was $ 3,150 .

Note 5 — Prepaid Expenses, Deposits, and Other Current Assets

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

March 31, 2026

December 31, 2025

Advanced payments to service providers and suppliers

Prepaid insurance

Veris Box supplies

Total prepaid expenses,

deposits and other current assets

Company’s future lease payments as of September 30, 2025, which are presented as operating lease liabilities, current portion and

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

Schedule of Future Minimum Lease Payments for Operating Leases

Total prepaid expenses, deposits and other current assets

Note 6 — Leases

The Company’s future lease payments as of March 31, 2026 , which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:

2026 (remainder of year)

1 unchanged sentence

imputed interest

Present value of lease

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

Months Ended September 30,

Cash paid for amounts included in the measurement

of lease liabilities

Operating cash flows from operating

Present value of lease liabilities

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

Three Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

Non-cash investing and financing activities

Right-of-use assets obtained in exchange for

new operating lease liabilities

Weighted-average remaining lease term - operating

leases (in years)

Weighted-average discount rate - operating

of September 30, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases were $ 2,131 and $ 2,500 , respectively,

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

As of September 30,

2025 and December 31, 2024, the Company had outstanding operating lease obligations of $ 2,380 and $ 2,760 , respectively, of which $ 557

and $ 513 , respectively, are reported in operating lease liabilities, current portion and $ 1,823 and $ 2,247 , respectively, are reported

in operating lease liabilities less current portion in the Company’s unaudited condensed consolidated balance sheets.

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.

8 — 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.

9 — Financial Instruments Fair Value Measurements

Fair Value Measurements

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

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

Value Measurement on a Recurring Basis at Reporting Date Using 1

September 30, 2025

in Lucid Diagnostics, Inc common stock

Right-of-use assets obtained in exchange for new operating lease liabilities

Weighted-average remaining lease term - operating leases (in years)

Weighted-average discount rate - operating leases

As of March 31, 2026 and December 31, 2025 , the Company’s right-of-use assets from operating leases were $ 1,872 and $ 2,002 , respectively, which are reported in operating lease right-of-use assets in the unaudited condensed consolidated balance sheets.

As of March 31, 2026 and December 31, 2025 , the Company had outstanding operating lease obligations of $ 2,110 and $ 2,248 , respectively, of which $ 588 and $ 573 , respectively, are reported in operating lease liabilities, current portion and $ 1,522 and $ 1,675 , respectively, are reported in operating lease liabilities less current portion in the Company’s unaudited condensed 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 7 — 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 8 — 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

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

March 31, 2026

Investment in Lucid Diagnostics common stock

Total assets at fair value

Secured Convertible Note - September 2022

Total liabilities at fair

Rights liability - Lucid Diagnostics common stock

Total liabilities at fair value

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

December 31, 2025

in Lucid Diagnostics, Inc common stock

Investment in Lucid Diagnostics common stock

Total assets at fair value

Senior Secured Convertible

Note - April 2022

Secured Convertible Note - September 2022

Total liabilities at fair

1 There were no transfers

between the respective Levels during the period ended September 30, 2025.

discussed in Note 10, 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 (as amended from time to time, “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

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”).

From and after September 10, 2024, the date of Lucid’s deconsolidation from PAVmed’s

results 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 was presented in PAVmed’s balance sheets and was accounted for under

the ASC 825-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument was 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.

9 — Financial Instruments Fair Value Measurements - continued

estimated fair value of the September 2022 Senior Convertible Note as of September 30, 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

Schedule of Fair Value Assumption Used

Senior Convertible

September 30, 2025

Senior Secured Convertible Note - September 2022

Total liabilities at fair value

There were no transfers between the respective Levels during the period ended March 31, 2026 .

Note 8 — Financial Instruments Fair Value Measurements - continued

As discussed in Note 9, Debt , the Company issued Senior Secured Convertible Notes September 8, 2022 and February 3, 2026, with an initial $ 11.25 million face value principal (as amended from time to time, “September 2022 Senior Convertible Note”), and an initial $ 15.0 million face value principal ( "2026 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 8 — Financial Instruments Fair Value Measurements - continued

The estimated fair value of the 2026 Note as of March 31, 2026 and the estimated fair value of the September 2022 Senior Convertible Note as of December 31, 2025 , 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:

March 31, 2026

Face value principal payable

5 unchanged sentences

Dividend yield

Senior Convertible

December 31, 2024

Senior Convertible

September 2022 Senior

Convertible Note:

December 31, 2025

1 unchanged sentence

Required rate of return

8.20 % - 8.50

Conversion Price

2 unchanged sentences

Risk free rate

3.42 % - 3.67

Dividend yield

estimated fair values recognized utilized PAVmed’s common stock price, 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 the then-pending exchange of the April 2022 Senior Convertible Note and a portion of the September 2022 Senior Convertible Note 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.

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

Summary of Outstanding Debt

Maturity Date

Price per Share

2022 Senior Convertible Note

Balance as of September

Maturity Date

Price per Share

Senior Convertible Note

April 4, 2025

2022 Senior Convertible Note

September 8, 2025

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), 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 9 — Debt

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

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

February 3, 2029

Balance as of March 31, 2026

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

September 2022 Senior Convertible Note

December 31, 2026

Balance as of December 31, 2025

changes in the fair value of debt during the three and nine months ended September 30, 2025 is as follows:

Schedule of Changes in Fair Value of Debt

Senior Convertible

Sum of Balance

Income (expense)

Fair Value at June 30, 2025

Installment repayments – common stock

Non-installment payments – common stock

Principal paydown through exchange

Non-installment payment through exchange

The changes in the fair value of debt during the three months ended March 31, 2026 is as follows:

September 2022 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair Value at December 31, 2025

Face value principal – issue date

Principal repayments – cash

Change in fair value

Fair Value at September 30, 2025

Other Income (Expense) - Change in fair

value – three month period ended September 30, 2025

Income (expense)

Fair Value - December 31, 2024

Fair Value at March 31, 2026

Other Income (Expense) - Change in fair value – three month period ended March 31, 2026

Note 9 — Debt - continued

The changes in the fair value of debt during the three months ended March 31, 2025 is as follows:

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair Value at December 31, 2024

Installment repayments – common stock

3 unchanged sentences

Change in fair value

Fair Value at September 30, 2025

Other Income (Expense) - Change in fair

value – nine months ended September 30, 2025

10 — Debt - continued

changes in the fair value of debt during the three and nine months ended September 30, 2024 is as follows:

2022 Senior Convertible Note

March 2023 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Fair Value at June 30, 2024

Installment repayments – common stock

Non-installment payments – common stock

Deconsolidation of Lucid Diagnostics

Change in fair value

Fair Value at September 30, 2024

Other Income (Expense) - Change in fair

value – three months period ended September 30, 2024

2022 Senior Convertible Note

March 2023 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Fair Value - December 31, 2023

Fair Value - Beginning of Period

Installment repayments – common stock

Non-installment payments – common stock

Deconsolidation of Lucid Diagnostics

Change in fair value

Fair Value at September 30, 2024

Fair Value - Ending of Period

Other Income (Expense) - Change in fair

value – nine months period ended September 30, 2024

- Senior Secured Convertible Notes

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.

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 (which conversion price, in connection with the Exchange, was reduced to $ 1.068 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.

Company is subject to financial covenants 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”).

agreed to waive any such non-compliance in connection with the consummation of the Exchange, through December 31, 2025.

the nine months ended September 30, 2025, approximately $ 176 ,

of principal repayments along with approximately $ 26

of interest expense thereon, were settled through the issuance

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 nine months ended September 30, 2025.

The average conversion

price of $ 0.50 per

share reflected a temporary price reduction consented to by the board of directors in accordance with the underlying debt agreements.

10 — Debt - continued

Exchange Agreement

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.

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

Fair Value at March 31, 2025

Other Income (Expense) - Change in fair value – three month period ended March 31, 2025

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 Exchange, 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.

Concurrent with the Series D Preferred Stock Offering (as defined in Note 11, Preferred Stock ), 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), 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 and granted the holder the right to receive from the Company 300,000 common shares of Lucid ("Rights").

The total consideration transferred in the concurrent transactions was $ 37,721 , consisting of (i) cash consideration of $ 22,346 , (ii) the fair value of the 2026 Note of $ 15,000 , and (iii) the fair value of the Rights of $ 375 (discussed below).

The total consideration was allocated between the extinguishment of the September 2022 Senior Convertible Note and the redemption of the Series C Preferred Stock based on their relative fair values at the redemption date.

The relative fair values were determined on February 3, 2026, based on 132.5 % of the principal and interest outstanding of the September 2022 Senior Convertible Note and 132.5 % of the stated value of the Series C Preferred Stock.

The relative fair values were determined to be approximately 30 % for the September 2022 Senior Convertible Note and 70 % for the Series C.

The September 2022 Senior Convertible Note, which had an estimated fair value of $ 11,149 , was allocated total consideration of approximately $ 11,261 , including approximately $ 112 of the Rights value allocation, resulting in a debt extinguishment loss of $ 3,422 during the three months ended March 31, 2026.

The Series C Preferred Stock, which had an estimated fair value of $ 26,197 , was allocated total consideration of approximately $ 26,460 , including approximately $ 263 of the Rights value allocation.

The excess of the consideration allocated to the Series C Preferred Stock redemption over its carrying value of $ 6,689 was recognized as a deemed dividend to preferred stockholders in the period and included in the calculation of net income (loss) attributable to common stockholders for purposes of net earnings (loss) per share in the accompanying unaudited condensed consolidated statements of operations for three months ended March 31, 2026.

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.

In addition, under the 2026 Note, the Company granted the Holder the right to receive from the Company 300,000 shares of Lucid’s common stock (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events), upon the earliest of ( x ) the Maturity Date, (y) the date the 2026 Note no longer remains outstanding and (z) such earlier date as the Company shall notify the Holder in writing, subject to the beneficial ownership limitation described in the Amendment Agreements.

The obligation is indexed to the fair value of Lucid’s common stock and will be settled in shares.

At issuance, the Company recognized a liability related to an obligation to settle 300,000 shares of Lucid.

The liability is subsequently measured at fair value, based on the quoted market price of the subsidiary’s common stock (Level 1 input within the fair value hierarchy), with changes in fair value recognized in earnings.

As of the issuance date, the fair value of the Rights was $ 375 , included in rights liability, on the accompanying unaudited condensed consolidated balance sheets, based on Lucid’s stock price of $ 1.25 per share.

As of March 31, 2026, the fair value of the Rights decreased to $ 345 , based on a stock price of $ 1.15 per share.

The Company recognized a $ 30 decrease for the change in fair value of the Rights which is included in change in fair value - rights liability, in the accompanying unaudited condensed consolidated statements of operations for three months ended March 31, 2026.

Note 9 — 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.

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 Convertible Note, including, without limitation, that the conversion price

thereunder was reset to $ 1.068 ;

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.

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.

the three and nine months ended September 30, 2024, the Company recognized debt extinguishment losses in total of approximately $ 1,403

and $ 2,535 , respectively, in connection with the Company or Lucid (as applicable) issuing shares of its common stock for principal repayments

on convertible debt mentioned above.

Note 9, Financial Instruments Fair Value Measurements , for a further discussion of fair value assumptions.

11 — 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.

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.

During the three months ended March 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.

See Note 8, Financial Instruments Fair Value Measurements , for a further discussion of fair value assumptions.

Note 10 — Stock-Based Compensation

PAVmed 2014 Long-Term Incentive Equity Plan

The PAVmed 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.

All awards are subject to approval by the PAVmed compensation committee.

total of 4,912,140 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 1,029,964 shares

available for grant as of September 30, 2025.

The share reservation is not diminished by a total of 61,146 PAVmed stock options and restricted

stock awards granted outside the PAVmed 2014 Equity Plan as of September 30, 2025.

In January 2025, the number of shares available for

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

In June 2025, the Company received shareholder

approval to increase the number of shares available for grant by 2,500,000 .

11 — Stock-Based Compensation - continued

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

Stock Options

Exercise Price

A total of 1,713,517 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 1,500,044 shares available for grant as of March 31, 2026 .

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 March 31, 2026 .

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:

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Outstanding stock options at December 31, 2025

stock options at September 30, 2025 (3)

Vested and exercisable

stock options at September 30, 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 September 30, 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.

outstanding stock options presented in the table above are inclusive of 54,480 and 60,054

stock options granted outside the PAVmed 2014 Equity Plan, as of September 30, 2025 and December

31, 2024, respectively.

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

None of the forfeitures were from officers or board members.

July 16, 2025, the Company granted 526,500 stock options to employees under the PAVmed 2014 Equity Plan with a weighted average exercise

price of $ 0.58 .

One-third of each option was deemed vested on the date of grant, with the balance vesting ratably over the next eight

quarters beginning September 30, 2025.

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

of Restricted

Grant Date Fair Value

Outstanding stock options at March 31, 2026 (3)

Vested and exercisable stock options at March 31, 2026

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 March 31, 2026 and December 31, 2025 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 stock options granted outside the PAVmed 2014 Equity Plan, as of March 31, 2026 and December 31, 2025 .

Note 10 — Stock-Based Compensation - continued

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.

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:

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Unvested restricted stock awards as of December 31, 2025

Unvested restricted stock awards as of September

September 30, 2025, the Company awarded 1,350,000

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.

Unvested restricted stock awards as of March 31, 2026

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.

Diagnostics Inc.

2018 Long-Term Incentive Equity Plan

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 unaudited

condensed 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.

11 — Stock-Based Compensation - continued

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

Cost of revenue

Subsequent to March 31, 2026, on April 2, 2026, the Company awarded 889,650 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 $ 8.8 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, 2029.

Note 10 — Stock-Based Compensation - continued

Consolidated Stock-Based Compensation Expense

The consolidated stock-based compensation expense recognized the Company under the PAVmed 2014 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:

Three Months Ended

Sales and marketing expenses

General and administrative expenses

Research and development

Total stock-based compensation

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:

Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics

Lucid Diagnostics 2018 Equity Plan

– cost of revenue

Lucid Diagnostics 2018 Equity Plan –

sales and marketing

Lucid Diagnostics 2018 Equity Plan –

general and administrative

Lucid Diagnostics 2018 Equity Plan –

research and development

PAVmed 2014 Equity Plan - cost of revenue

PAVmed 2014 Equity Plan - sales and marketing

PAVmed 2014 Equity Plan - general and administrative

PAVmed 2014 Equity Plan

- research and development

Total stock-based compensation

expense – recognized by Lucid Diagnostics

Total stock-based compensation

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

Average Remaining Service Period (Years)

Research and development expenses

Total stock-based compensation expense

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:

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

PAVmed 2014 Equity Plan

1 unchanged sentence

Restricted Stock Awards

11 — Stock-Based Compensation - continued

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 $ 0.44 and $ 1.47 per share during the nine months ended September 30, 2025 and 2024, respectively,

calculated using the following weighted average Black-Scholes valuation model assumptions below.

of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions

Months Ended September 30,

Expected term of stock options

Expected stock price volatility

Risk free interest rate

Expected dividend yield

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 nine months ended September 30, 2024 (through September

10, 2024, the date of PAVmed’s deconsolidation of Lucid), calculated using the following weighted average Black-Scholes valuation

model assumptions:

of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions

September 30,

Expected term of stock options

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 $ 7.70 per share during the three months ended March 31, 2026, calculated using the following weighted average Black-Scholes valuation model assumptions below.

The Company did not grant any stock options under the PAVmed 2014 Equity Plan during the three months ended March 31, 2025.

Three Months Ended

Expected term of stock options (in years)

Expected stock price volatility

1 unchanged sentence

Expected dividend yield

Employee Stock Purchase Plan (“PAVmed ESPP”)

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.

total of 34,332 shares of common stock of the Company were purchased for proceeds of approximately $ 62 on March 31, 2024, under the PAVmed

The PAVmed ESPP has a total reserve of 466,668 shares of common stock of PAVmed of which 306,530 shares are available for issue

as of September 30, 2025.

In January 2025, the number of shares available-for-issue was increased by 166,667 in accordance with the evergreen

provisions of the plan.

12 — Preferred Stock

of September 30, 2025 and December 31, 2024, there were 1,499,384 and 1,412,865 shares of PAVmed Series B Convertible Preferred Stock,

classified in permanent equity, issued and outstanding, respectively.

Series B Convertible Preferred Stock Dividends

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.

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

12 — Preferred Stock - continued

Series B Convertible Preferred Stock Dividends Earned

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 condensed consolidated statement of

operations, inclusive of $ 90 and $ 265 of such dividends earned in the three and nine months ended September 30, 2025, respectively;

$ 83 and $ 244 of such dividends earned in the three and nine months ended September 30, 2024, respectively.

Series B Convertible Preferred Stock Dividends Declared

the nine months ended September 30, 2025, the Company’s board of directors declared an aggregate of approximately $ 259 of Series

B Convertible Preferred Stock dividends, inclusive of $ 85 earned as of December 31, 2024;

and $ 86 earned as of March 31, 2025;

earned as of June 30, 2025, with such dividends settled by the issue of an additional aggregate 86,519 additional shares of Series B

Convertible Preferred Stock, inclusive of 28,270 shares issued with respect to the dividends earned as of December 31, 2024;

shares issued with respect to the dividends earned as of March 31, 2025;

and 29,415 shares issued with respect to the dividends earned

as of June 30, 2025.

the nine months ended September 30, 2024, the Company’s board of directors declared an aggregate of approximately $ 239 of Series

B Convertible Preferred Stock dividends, inclusive of $ 78 earned as of December 31, 2023;

and $ 80 earned as of March 31, 2024;

earned as of June 30, 2024, with such dividends settled by the issue of an additional aggregate 79,936 additional shares of Series B

Convertible Preferred Stock, inclusive of 26,123 shares issued with respect to the dividends earned as of December 31, 2023;

shares issued with respect to the dividends earned as of March 31, 2024;

and 27,173 shares issued with respect to the dividends earned

as of June 30, 2024.

to September 30, 2025, on November 4, 2025, the Company’s board of directors declared a PAVmed Series B Convertible Preferred

Stock dividend, earned as of September 30, 2025, of $ 90 , to be settled by the issue of 30,005 additional shares of Series B Convertible

Preferred Stock.

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.

Series C Convertible Preferred Stock

Series C Preferred Stock is 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 has a par value

of $ 0.001 per share.

Each share of Series C Preferred Stock has a stated value of $ 1,000 (plus the amount of any dividends thereon that

are capitalized), and entitles the holder thereof to a preferred dividend at a rate of 7.875 % per annum, payable quarterly in arrears.

The Series C Preferred Stock is 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 are 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).

Series C Preferred Stock is pari passu with the Series B Convertible Preferred Stock, and is senior to all of the Company’s other

equity securities.

Upon liquidation, a holder of Series C Preferred Stock will be 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, is 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 $ 1.068 per share, subject

to certain adjustments (including as a result of voluntary conversion price reductions approved by the Company’s board).

12 — Preferred Stock - continued

any time following the occurrence of a Triggering Event (as defined below), a holder of shares of the Series C Preferred Stock has 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 $0.2136 (as adjusted for stock

splits, stock dividends, stock combinations, recapitalizations and similar events) (such price, the “Alternate Conversion Price”).

The term “Triggering Event” includes 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 has waived the occurrence of any QCOR

Triggering Event through November 30, 2025.

The principal consequence of a Triggering Event (other than a bankruptcy-related Triggering

Event) is to give the holder the right to elect an alternate conversion as described above.

In addition, the occurrence of a Triggering

Event (other than a QCOR Triggering Event) will result in an increase to the dividend rate and limit the Company’s right to redeem

the Series C Preferred Stock.

A Triggering Event (other than a bankruptcy-related Triggering Event) will not otherwise accelerate any

financial or other obligation on the part of the Company in respect of the Series C Preferred Stock.

the Company grants, issues or sells (or enters into any agreement to grant, issue or sell) or is deemed to have granted, issued or sold,

any shares of common stock, for consideration per share less than the fixed conversion price then in effect, then immediately after such

issuance, the fixed conversion price shall be reduced to an amount equal to such lower price.

Company has 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

The Company also has 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 Change of Control (as defined in the Series C Convertible Preferred Stock Certificate of Designation), a holder of the Series C Preferred

Stock has the right to require the Company to redeem all, or any portion, of the holder’s shares of Series C Preferred Stock at

a price equal to 132.5 % of the stated value of the Series C Preferred Stock (plus any accrued and unpaid dividends or other amounts then

payable thereon) or, if greater, an amount determined pursuant to the Series C Convertible Preferred Stock Certificate of Designation

based on the then-current market price or the consideration payable in the Change of Control transaction, whichever is higher.

holder may 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 may from time to time increase or decrease 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.

Company and its subsidiaries (other than Lucid) are 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.

February 18, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q1 2025 Waiver”),

pursuant to which, among other things, the holder granted certain waivers related to the Series C Preferred Stock, including waivers

necessary to permit the Company and Veris to consummate the Offering (as described in Note 13, Common Stock and Common Stock Purchase

In consideration of such waivers, the Company agreed to reduce temporarily, and the holder of the Series C Preferred Stock

consented to reducing temporarily, the contractual conversion price under the Series C Preferred Stock to $ 0.40 , during the period through

Note 10 — Stock-Based Compensation - continued

PAVmed Employee Stock Purchase Plan ( “ PAVmed ESPP ” )

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.

In March 2026, PAVmed's compensation committee approved the reinstatement of the PAVmed ESPP, effective April 1, 2026.

The PAVmed ESPP has a total reserve of 21,112 shares of common stock of PAVmed of which 15,774 shares are available for issue as of March 31, 2026 .

In January 2026, the number of shares available-for-issue was increased by 5,667 in accordance with the evergreen provisions of the plan.

Note 11 — Preferred Stock

As of March 31, 2026 and December 31, 2025 , there were 1,559,991 and 1,529,389 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 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 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 condensed consolidated statement of operations, inclusive of $ 94 of such dividends earned in the three months ended March 31, 2026 ;

and $ 86 of such dividends earned in the three months ended March 31, 2025 .

PAVmed Series B Convertible Preferred Stock Dividends Declared

During the three months ended March 31, 2026 , the Company’s board of directors declared an aggregate of approximately $ 92 of Series B Convertible Preferred Stock dividends, earned as of December 31, 2025 , with such dividends settled by the issue of an additional aggregate 30,602 shares of Series B Convertible Preferred Stock.

During the three months ended March 31, 2025 , the Company’s board of directors declared an aggregate of approximately $ 85 of Series B Convertible Preferred Stock dividends, earned as of December 31, 2024, with such dividends settled by the issue of an additional aggregate 28,270 shares of Series B Convertible Preferred Stock.

Subsequent to March 31, 2026 , on May 5, 2026, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend, earned as of March 31, 2026 , of $ 94 , to be settled by the issue of 31,218 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 11 — Preferred Stock - continued

PAVmed Series C Convertible Preferred Stock

The Series C Preferred Stock was issued pursuant to the PAVmed 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 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).

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.

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 $ 789 for the three months ended March 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 3.98 % 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.

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 (including $ 398 as of March 31, 2025).

As a result, the stated value increased from $ 1,000 to $ 1,080 over the same period.

As of the date of redemption of all outstanding Series C Preferred Stock, February 3, 2026, the Company elected to capitalize earned dividends of $ 145 .

In the three months ended March 31, 2025, the Company has issued 43,334 shares of our common stock in connection with the conversion of 520 shares of Series C Preferred Stock.

In the three months ended March 31, 2026, the Company issued 433,546 shares of its common stock upon the conversion of 2,495 shares of Series C Preferred Stock with a carrying value of $ 1,387 .

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.

Note 11 — Preferred Stock - continued

PAVmed Series D Convertible Preferred Stock

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, (net $ 29.9 million after financing fees), (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.

The Series D Preferred Stock carried no stated dividends, but holders were able to participate in any distributions on an as-converted basis.

Holders were entitled to vote together with common stockholders on an as-converted basis, subject to beneficial ownership and primary market limitations.

In the event of liquidation, dissolution, winding up, or a deemed liquidation event, holders of Series D Preferred Stock were ranked pari passu with the Company’s Series B Preferred Stock.

Upon a fundamental transaction, holders were entitled to receive the same kind and amount of consideration as holders of common stock on an as-converted basis, including any election rights available to common stockholders.

The Series D Preferred Stock was initially convertible into shares of the Company’s common stock upon receipt of shareholder approval required under Nasdaq rules related to issuances in excess of certain ownership thresholds.

Prior to shareholder approval, the Series D Preferred Stock was contingently redeemable upon the occurrence of certain events outside the control of the Company and was therefore classified as temporary equity.

The Series D Preferred Stock Warrants were initially classified as liabilities and recorded at fair value, with subsequent changes in fair value recognized in the Company's unaudited condensed consolidated statements of operations, because the underlying Series D Preferred Stock was contingently redeemable prior to shareholder approval.

Upon issuance, the Company allocated $ 13,518 of the proceeds to the Series D Preferred Stock Warrants based on their fair value as determined using a Black-Scholes valuation model, with the residual $ 16,482 allocated to the Series D Preferred Stock and recorded within temporary equity.

On March 27, 2026, PAVmed's shareholders approved the conversion of the Series D Preferred Stock into shares of the Company's common stock.

Upon shareholder approval, the redemption feature ceased to apply and was superseded by the mandatory conversion feature.

Accordingly, the Series D Preferred Stock was determined to be permanent equity.

Promptly following such approval, on the same date, all outstanding shares of Series D Preferred Stock, with a carrying value of $ 16,392 , were converted in full into 4,615,393 shares of the Company's common stock at the applicable conversion price.

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.

The Series D Warrants expire on February 3, 2031.

Following stockholder approval and the mandatory conversion of Series D Preferred Stock into common stock, any shares of Series D Preferred Stock issuable upon exercise of the warrants would automatically convert into shares of common stock.

As a result, the Company reassessed and determined that the warrants qualify for equity classification because settlement is within the Company's control and the warrants are effectively exercisable for a fixed number of shares of common stock.

Immediately prior to the warrants qualifying equity classification, the Company remeasured the warrant liability to its final fair value of $ 11,687 using a Black-Scholes valuation model.

As a result, the Company recognized a gain of $ 1,831 in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2026.

Upon reclassification, the Company transferred the final fair value of the warrant liability of $ 11,687 to additional paid-in capital.

Subsequent changes in fair value are not longer recognized.

The fair value of the warrant liability was measured using a Black-Scholes valuation model and was classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.

Significant assumptions used in the valuations included a stock price of $ 9.57 at issuance and $ 8.67 at the reclassification date, an exercise price of $ 6.50 , expected volatility of 40.0 %, a risk-free interest rate ranging from 3.76 % - 3.97 %, expected terms of 5.0 years at issuance and 4.86 years at the reclassification date, and a dividend yield of 0.0 %.

Note 12 — 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, effective on January 2, 2026, through January 20, 2026, the minimum bid price of the Company's common stock was greater than $1.00.

On January 21, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq, stating the Company had regained compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market.

In the three months ended March 31, 2026 , the Company issued 225,000 shares of common stock to vendors in exchange for $ 1,951 of agreed upon services, which is included in general and administrative operating expenses on the Company’s unaudited condensed consolidated statement of operations.

Note 13 — Noncontrolling Interest

The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows:

March 31, 2026

provided that the aggregate amount of conversions under the Series C Preferred Stock at such conversion price during

such period did not exceed 1 million shares (the “Q1 2025 Conversion Price Reduction”).

In addition, pursuant to the Q1 2025

Waiver, the Company granted the holder of the Series C Preferred Stock the right, exercisable through March 31, 2025, to elect to exchange

up to $ 2.0 million 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 the waiver period) (the “Q1 2025 Exchange Right”).

March 18, 2025, the Company and the holder of the Series C Preferred Stock agreed to modify the terms of the Q1 2025 Conversion Price

Reduction by increasing the maximum number of shares that could be converted at the reduced conversion price of $ 0.40 through March 31,

2025 from 1 million to 2 million (the “Q1 2025 Conversion Price Reduction Adjustment”).

12 — Preferred Stock - continued

April 21, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q2 2025 Waiver”),

with substantially similar terms to the Q1 2025 Waiver, described above, including to reduce the contractual conversion price under the

Series C Preferred Stock to $ 0.40 , during the period through June 30, 2025;

provided that the aggregate amount of shares of common stock

issuable upon conversion of the Series C Preferred Stock at such conversion price during such period did not exceed 1 million shares.

On May 14, 2025, the Company and the holder of the Series C Preferred Stock agreed to modify the terms of the Q2 2025 Waiver by increasing

the maximum number of shares that could be issued on conversion of the Series C Preferred at the reduced conversion price of $0.40 through

June 30, 2025 from 1 million to 2 million.

On June 2, 2025, the Company and the holder of the Series C Preferred Stock agreed to further

modify the terms of the Q2 2025 Waiver by increasing the maximum number of shares that could be issued on conversion of the Series C

Preferred Stock at the reduced conversion price of $0.40 through June 30, 2025 from 2 million to 3 million.

addition, pursuant to the Q2 2025 Waiver, the Company granted the holder of the Series C Preferred Stock the right, exercisable through

June 30, 2025, to elect to exchange up to $ 2.0 million 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 the waiver period)

(the “Q2 2025 Exchange Right”).

on June 16, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q3 2025

Waiver”), pursuant to which, among other things, the adjustment period and waiver period end dates set forth in the Q2 2025

Waiver were extended from June 30, 2025 to September 30, 2025.

The Q3 2025 Waiver also included provisions designed to facilitate

the Veris June 2025 Equity Offering, as further in Note 14, Noncontrolling Interest .

Under the terms of the waiver, the

parties agreed that an amount of the Series C Preferred Stock equal to 50% of the gross proceeds raised in certain future financings

would be exchanged, effective as of December 16, 2025, for an equivalent increase in the amount outstanding under the September 2022

Senior Convertible Note (subject to certain terms and conditions).

On June 23, 2025, Veris Health entered into subscription

agreements to sell shares of Veris Health common stock and warrants, resulting in proceeds of $ 2,488 ,

net of issuance costs.

As a result of this financing (and subject to certain terms and conditions of the Q3 2025 Waiver), $ 1,260

of Series C Preferred Stock will be exchanged for an equivalent increase in the amount outstanding under the September 2022

Convertible Note, effective as of December 16, 2025.

As this provision is a substantive redemption feature outside of the

Company’s control during the waiver period, the affected Series C Preferred Stock no longer met the criteria for

classification as permanent equity.

Accordingly, the Company reclassified $ 1,260

of Series C Preferred Stock from permanent equity to mezzanine equity on the unaudited condensed consolidated balance sheet as of

June 30, 2025.

July and September 2025, the Company and the holder of the Series C Preferred Stock agreed to a series of increases to the maximum number

of shares issuable upon the conversion of the Series C Preferred at the reduced conversion price of $ 0.40 through the end of the adjustment

period The limit was raised from 3 million to 4

million shares on July 16, 2025;

to 5 million shares on August 26, 2025;

and to 8 million shares on September 22, 2025.

Subsequent to September 30, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver

agreement (the “Q4 2025 Waiver”), pursuant to which, among other things, the adjustment period and waiver period end dates

set forth in the Q2 2025 Waiver (as extended by the Q3 2025 Waiver) were extended from September 30, 2025 to November 30, 2025.

on October 23, 2025, the Company and the holder of the Series C Preferred Stock agreed to increase the maximum number of shares that

could be issued on conversion of the Series C Preferred at the reduced conversion price of $ 0.40

through the end of the adjustment period (which, as noted above, was extended under the Q4 2025 Waiver to November 30, 2025) from 8

million to 10

The limit was raised from 10 million to 11 million shares on November 5, 2025.

Company recognized the incremental value associated with the Q1 2025 Conversion Price Reduction as two deemed dividend charges in

the aggregate of $ 789

and as an increase of net loss available to common stockholders on the unaudited condensed consolidated statements of operations for

the three months ended March 31, 2025.

The incremental value associated with the Series C Preferred Stock modification was

determined using Monte Carlo simulation models based on the adjusted conversion price of $ 0.40 for

the value of 1

million shares of the Company’s common stock (and each increase of additional share allotments) of the Company’s common

stock when converted from the Series C Preferred Stock with the following assumptions:

required rate of return of 14.5 %,

dividend yield of 0 %,

volatility of 40 %,

and risk-free rates ranging from 3.98 %

compared to the fair value of an aggregate 2

million shares converted of the Company’s common stock (and each increase of additional share allotments) on the date

immediately preceding the modifications with a $ 1.068

conversion price, utilizing the following assumptions:

required rate of return of 14.5 %,

dividend yield of 0 %,

volatility of 40 %,

and a risk-free rats ranging from 3.98 %

Company also recognized incremental value associated with the Q2 2025 Waiver (and the conversion price adjustments made pursuant thereto)

as three additional deemed dividend charges in the aggregate of $ 818 and as an increase of net loss available to common stockholders

on the unaudited condensed consolidated statements of operations in the three months ended June 30, 2025.

The incremental value associated

with this adjustment was determined using Monte Carlo simulation models using the adjusted conversion price of $ 0.40 for the value of

1 million shares of the Company’s common stock (and each increase of an additional 1 million shares) when converted from the Series

C Preferred Stock with the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free

rate ranging from 3.83 % to 4.06 %, compared to the fair value of 1 million shares converted of the Company’s common stock (and each

increase of an additional share allotments) on the date immediately preceding the modification with a $ 1.068 conversion price, utilizing

the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate ranging from

3.83 % to 4.06 %.

12 — Preferred Stock - continued

Company also recognized incremental value associated with the Q3 2025 Waiver (and the conversion price adjustments made pursuant thereto)

as three additional deemed dividend charges in the aggregate of $ 385 and as an increase of net loss available to common stockholders

on the unaudited condensed consolidated statements of operations in the three months ended September 30, 2025.

The incremental value

associated with this adjustment was determined using Monte Carlo simulation models using the adjusted conversion price of $ 0.40 for the

value of 1 million shares of the Company’s common stock (and each increase of additional share allotments) when converted from

the Series C Preferred Stock with the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %,

and a risk-free rate ranging from 3.60 % to 3.88 %, compared to the fair value of 1 million shares converted of the Company’s common

stock (and each increase of additional share allotments) on the date immediately preceding the modification with a $ 1.068 conversion

price, utilizing the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free

rate ranging from 3.60 % to 3.88 %.

Q2 2025 Exchange Right granted pursuant to the Q2 2025 Waiver (the end date for the exercise of which was extended through September

30, 2025 pursuant to the Q3 2025 Waiver) provided the holder with a substantive redemption feature outside of the Company’s

control during the waiver period.

As a result, the affected Series C Preferred Stock no longer met the criteria for classification

as permanent equity.

Accordingly, the Company reclassified $ 2.0

million of Series C Preferred Stock from permanent equity to mezzanine equity on the unaudited condensed consolidated balance sheet

as of September 30, 2025.

March 31, 2025, the Company elected to capitalize the Series C Preferred Stock dividend earned as of March 31, 2025 of $ 398 , and as a

result, the stated value of the Series C Preferred Stock was adjusted from $ 1,000 to $ 1,016 .

On June 30, 2025, the Company elected to

capitalize the Series C Preferred Stock dividend earned as of June 30, 2025 of $ 481 , and as a result, the stated value of the Series

C Preferred Stock was adjusted from $ 1,016 to $ 1,037 .

On September 30, 2025, the Company elected to capitalize the Series C Preferred

Stock dividend earned as of September 30, 2025 of $ 470 , and as a result, the stated value of the Series C Preferred Stock was adjusted

from $ 1,037 to $ 1,058 .

the nine months ended September 30, 2025, the Company issued 6,491,613 shares of our common stock in connection with the conversion of

2,543 shares of Series C Preferred Stock.

Subsequent to September 30, 2025, as of November 7, 2025, the Company has issued 4,585,044

shares of our common stock in connection with the conversion of 1,734 shares of Series C Preferred Stock.

13 — Common Stock and Common Stock Purchase Warrants

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.

If it appears to the Nasdaq staff that the Company will not be able to cure the

deficiency by January 19, 2026, the Nasdaq Listing Qualifications Department will provide notice after such date 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, and the common stock will continue to trade uninterrupted under the symbol

The Company has

scheduled a special meeting of the stockholders for December 5, 2025 at which it will be seeking approval an amendment to the

Company’s Certificate of Incorporation to effect (i) a reserve stock split of the Company’s outstanding shares of common

stock at a ratio ranging from 1-for-10

to 1-for-30 , to be determined by the Board in its sole discretion, and (ii) an associated reduction in the Company’s

authorized shares of common stock from 250

million shares to 25

million shares.

The Company is pursuing the reserve stock split in an effort to increase the closing bid price of the common stock

to the level required for continued listing on Nasdaq.

13 — Common Stock and Common Stock Purchase Warrants - continued

the nine months ended September 30, 2025, 401,303 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 10, Debt .

the nine months ended September 30, 2025, the Company sold 1,216,565 shares through their at-the-market equity facility for net proceeds

of approximately $ 841 , after payment of 3 % commissions.

the nine months ended September 30, 2025, the Company issued 152,408 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 unaudited condensed consolidated

statement of operations.

February 21, 2025, the Company and Veris, pursuant to subscription agreements, dated as of February 18, 2025 (each, a

“Subscription Agreement”) they entered into with certain accredited investors (collectively, the

“Investors”), consummated an offering (the “Offering”) of 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 issued 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 stock.

The Offering generated gross proceeds to the Company of $ 2.37

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.

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) 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 (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.

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.

This registration statement was filed and became effective

as of April 15, 2025.

Stock Purchase Warrants

of December 31, 2024, the 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 were 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).

All such unexercised warrants expired in accordance with their terms on April 30, 2025 .

During the three and nine months ended September 30, 2025, there were no Series Z Warrants exercised.

14 — Noncontrolling Interest

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

– equity - December 31, 2024

loss attributable to NCI

of subsidiary equity transactions

Health issuance of common stock for settlement of vendor service agreement

compensation expense - Veris Health 2021 Equity Plan

– equity – September 30, 2025

consolidated NCI presented above is with respect to the Company’s consolidated subsidiaries as a component of consolidated total

stockholders’ equity as of September 30, 2025 and December 31, 2024;

and the recognition of a net loss attributable to the NCI

in the unaudited condensed consolidated statement of operations for the periods beginning on the acquisition date of the respective subsidiaries.

Diagnostics — Deconsolidation

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

As of September 30, 2025, continues to hold 31,302,444 shares of common stock of Lucid Diagnostics.

Diagnostics — Intercompany Obligation Settlement;

Special Distribution

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.

of September 30, 2025, there were 10,552,143 shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an

59.49 % majority-interest ownership and PAVmed has a controlling financial interest, with the remaining 40.51 % 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;

NCI – equity - December 31, 2025

Net loss attributable to NCI

Impact of subsidiary equity transactions

Stock-based compensation expense - Veris Health 2021 Equity Plan

NCI – equity – March 31, 2026

The consolidated NCI presented above is with respect to the Company’s consolidated subsidiaries as a component of consolidated total stockholders’ equity as of March 31, 2026 and December 31, 2025 ;

and the recognition of a net loss attributable to the NCI in the unaudited condensed consolidated statement of operations for the periods beginning on the acquisition date of the respective subsidiaries.

As of March 31, 2026 , there were 12,023,979 shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an 52.20 % majority-interest ownership and PAVmed has a controlling financial interest, with the remaining 47.80 % 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 79.50 %.

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 unaudited condensed consolidated balance sheets.

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.

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.

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.

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 unaudited condensed consolidated balance sheets.

Note 13 — Noncontrolling Interest - continued

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.

14 — Noncontrolling Interest - continued

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 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.

Subsequent to September 30, 2025, on October 7, 2025, we 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).

15 — Net Income (Loss) Per Share

Net income (loss) per share - attributable to PAVmed Inc.

- basic and diluted and Net income (loss) per share - attributable to PAVmed

common stockholders - basic and diluted - for the respective periods indicated - is as follows:

of Comparison of Basic and Fully Diluted Net Loss Per Share

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.

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.

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 14 — Net Income (Loss) Per Share

The Net income (loss) per share - attributable to PAVmed - basic and diluted and Net income (loss) per share - attributable to PAVmed common stockholders - basic and diluted - for the respective periods indicated - is as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Net income (loss) - before noncontrolling interest

Net income (loss) attributable to noncontrolling interest

Net income (loss) - as reported, attributable to PAVmed Inc.

Net income (loss) - as reported, attributable to PAVmed

Series B Convertible Preferred Stock dividends – earned

1 unchanged sentence

Deemed dividend on Series C Convertible Preferred Stock

Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests

Net income (loss) attributable to PAVmed Inc.

common stockholders used in basic EPS calculation

Net income (loss) attributable to PAVmed common stockholders used in basic EPS calculation

Fair Value Adjustment for diluted EPS calculation

Series B Convertible Preferred Stock dividends

Net income (loss) attributable to PAVmed Inc.

common stockholders used in dilutive EPS calculation

Net income (loss) attributable to PAVmed common stockholders used in dilutive EPS calculation

Weighted average common shares outstanding, basic

Restricted stock awards

PAVM Pre-Funded Warrants

Senior Convertible Note

Series B Convertible Preferred Stock

Series C Convertible Preferred Stock

Weighted average common shares outstanding, diluted

Net income (loss) per share (1)

Net income (loss) per share attributable to PAVmed Inc.

stockholders, basic (1)

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.

15 — Net Income (Loss) Per Share - continued

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:

Series B Convertible Preferred Stock dividends earned as of each of the respective periods 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.

weighted-average number of shares of common stock outstanding for the three and nine months ended September 30, 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 three and nine months ended September 30, 2025,

basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

Net income (loss) per share attributable to PAVmed common stockholders, basic

Net income (loss) per share attributable to PAVmed common stockholders, diluted

- 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.

Note 14 — Net Income (Loss) Per Share - continued

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 periods 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.

Basic weighted-average number of shares of common stock outstanding for the three months ended March 31, 2026 and 2025 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 three months ended March 31, 2026 , 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

September 30,

Stock options

1 unchanged sentence

Series Z Warrants

Series D Warrants

Senior Convertible Note

Series B Convertible Preferred Stock

Series C Convertible Preferred Stock

total stock options are inclusive of 54,480 and 60,054 stock options as of September 30, 2025 and 2024, respectively, granted outside

the PAVmed 2014 Equity Plan.

16 — Segment Information

is structured to be a multi-product life sciences company organized to advance a pipeline of innovative healthcare technologies.

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

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, 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.

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

The Company’s significant segment expenses and other segment items align with the financial statements line items presented

in the consolidated statements of operations.

the three and nine months ended September 30, 2025 and 2024, revenues resulting from subscription revenue or patient laboratory 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.

The total stock options are inclusive of 1,816 stock options as of March 31, 2026 and 2025 granted outside the PAVmed 2014 Equity Plan.

Note 15 — Segment Information

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 the consolidated statements of operations.

During the three months ended March 31, 2026 and 2025 , revenues resulting from subscription revenue 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.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our unaudited condensed consolidated financial condition and results of operations should be read together with our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”).

Unless the context otherwise requires, (i) “we”, “us”, and “our”, and the “Company” and “PAVmed” refer to PAVmed Inc.

and its subsidiaries, including its subsidiary Lucid Diagnostics Inc.

(“Lucid Diagnostics” or “Lucid”) and its majority-owned subsidiary Veris Health Inc.

(“Veris Health” or “Veris”), (ii) “FDA” refers to the Food and Drug Administration, (iii) “510(k)” refers to a premarket notification, submitted to the FDA by a manufacturer pursuant to § 510(k) of the Food, Drug and Cosmetic Act and 21 CFR § 807 subpart E, (iv) “CLIA” refers to the Clinical Laboratory Improvement Amendments of 1988 and associated regulations set forth in 42 CFR § 493, and (v) “LDT” refers to a diagnostic test, defined by the FDA as “an IVD that is intended for clinical use and designed, manufactured and used within a single laboratory,” which is generally subject only to self-certification of analytical validity under the CMS CLIA program.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”), including the discussion and analysis of our unaudited condensed consolidated financial condition and results of operations, contains forward-looking statements that involve substantial risks and uncertainties.

All statements, other than statements of historical facts, contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements.

The words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are not guarantees of future events or performance and actual events and the Company’s actual results may differ significantly from those expressed or implied in the forward-looking statements.

Factors that might cause such differences include, but are not limited to, those discussed in Item 1A of Part I of the Form 10-K under the heading “Risk Factors.”

Important factors that may affect our actual results include:

our limited operating history;

our financial performance, including our ability to generate revenue;

our ability to obtain regulatory approval for the commercialization of our products;

the risk that the FDA will cease to exercise enforcement discretion with respect to LDTs, like EsoGuard;

the ability of our products to achieve market acceptance;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

our potential ability to obtain additional financing when and if needed;

our ability to protect our intellectual property;

our ability to complete strategic acquisitions;

our ability to manage growth and integrate acquired operations;

the potential liquidity and trading of our securities;

our regulatory and operational risks;

cybersecurity risks;

risks related to health-related emergencies;

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

In addition, our forward-looking statements do not reflect the potential impact of any future financings, acquisitions, mergers, dispositions, joint ventures or investments we may make.

We may not actually achieve the results, plans, and/or objectives disclosed in our forward-looking statements, and the intended or expected results, developments and/or other events disclosed in our forward-looking statements may not actually occur, and accordingly you should not place undue reliance on our forward-looking statements.

You should read this Quarterly Report on Form 10-Q and the documents we have filed as exhibits to this Form 10-Q and the Form 10-K completely and with the understanding our actual future results may be materially different from what we expect.

We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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.

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.

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

Recent Developments

Medicare Coverage (Lucid)

In November 2024, Lucid submitted to MolDx our complete clinical evidence package in support of a request for reconsideration of the non-coverage language in the local coverage determination, or “LCD,” to secure Medicare coverage for EsoGuard.

The EsoGuard clinical evidence package included six new peer-reviewed publications:

three clinical validation studies (two in the intended use population, one case control), two clinical utility studies, and one analytical validation study.

The current LCD provides clear coverage criteria consistent with the American College of Gastroenterology, or “ACG,” guidelines for esophageal precancer testing.

The package was submitted as part of a request for reconsideration of the non-coverage language in the LCD to secure Medicare coverage for EsoGuard.

As part of the LCD reconsideration process, MolDx-participating Medicare Administrative Contractors convened a Contractor Advisory Committee, or “CAC,” Meeting regarding the LCD on September 4, 2025.

At the meeting, eleven experts, including physicians across multiple specialties (GI, primary care, pathology), major society guideline co-authors (ACG, AGA (as defined below)) and industry leaders (American Foregut Society, American Society for Gastrointestinal Endoscopy), participated in this extensive discussion of the unmet clinical need with respect to early detection of esophageal precancer and the strength of the EsoGuard clinical validity and clinical utility data.

Medical Device Developments

In March 2026, PAVmed hired industry-veteran Joseph Virgilio to serve as PAVmed's Chief Business Officer for Medical Devices.

Prior to joining PAVmed, Mr.

Virgilio held leadership roles at a diverse group of medical device companies over the course of his 25-year career.

In this capacity, Mr.

Virgilio will oversee the development and commercialization of PAVmed's current and future medical device portfolio.

Such portfolio includes at this time the Company's PortIO implantable intraosseous vascular access device, which is being developed as a means for infusing fluids, medications and other substances directly into the bone marrow cavity and from there into the central venous circulation.

The portfolio also includes technology licensed by PAVmed from Duke University that involves a multi-modality probe combining angle-resolved low coherence interferometry with optical coherence tomography ("OCT"), as more fully described below.

Endoscopic Imaging Technology

In February 2026, PAVmed entered into a definitive license agreement with Duke University, through a newly formed subsidiary, for the exclusive worldwide rights to technology involving a multi-modality probe combining angle-resolved low coherence interferometry with endoscopic imaging.

This technology may be used to identify and facilitate treatment of advanced esophageal precancer (“dysplasia”) during upper endoscopy.

The platform is designed to integrate with standard endoscopic procedures and may enable real-time assessment of esophageal tissue to guide clinical decision-making during the procedure.

Additionally, as the diagnosis of dysplasia currently relies on biopsy-based approaches, which require tissue sampling and subsequent pathological review, this technology may provide a complementary approach to streamline the evaluation and treatment process.

Recent Developments - continued

Business - continued

Department of Veteran Affairs (Lucid)

In January 2026, Lucid announced that it has been awarded a contract by the U.S.

Department of Veterans Affairs for EsoGuard expanding access to esophageal precancer testing across the nation's largest integrated healthcare system, which serves more than nine million enrolled veterans annually.

Real-World Experience Data (Lucid)

In December 2025, Lucid announced results from an 18-month real-world experience evaluating EsoGuard and EsoCheck in approximately 12,000 patients.

The analysis demonstrated high technical success rates, rapid procedure times, and appropriate physician utilization in routine clinical practice, consistent with previously reported clinical studies.

The data are currently under peer review for publication.

Strategic Commercial Partnership (Veris)

In October 2025, we announced that Veris and The Ohio State University Comprehensive Cancer Center - The James Cancer Hospital and Solove Research Institute ("OSUCCC – The James"), a National Cancer Institute-Designated Comprehensive Cancer Center, launched the commercial phase of their long-term strategic partnership agreement.

This transition to a commercial phase follows successful completion of a pilot program conducted at the OSUCCC -- The James.

Recent Developments - continued

Series D Offering and Recapitalization;

Series D Conversion

On February 3, 2026, PAVmed entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors (the “Investors”) and, pursuant to and concurrently with the execution of the Subscription Agreements, sold to the 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 “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 $100,000 of its investment (the “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.

Concurrently with the Offering, the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding and refinanced all $8.4 million in principal and interest of its Senior Secured Convertible Note issued in September (the “2022 Note”), in consideration of a cash payment to the holder thereof (the “Holder”) of approximately $22.3 million (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.

The net proceeds of the Offering, taking into account the cash payments made in respect of the redemption of the Series C Preferred Stock and the 2022 Note, were approximately $7.6 million.

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.

Reverse Stock Split;

Reduction in Authorized Shares

At a special meeting of the Company’s stockholders held on December 5, 2025, the Company’s stockholders approved a reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Split”) at a specific ratio, ranging from 1-for-10 to 1-for-30, to be determined by the Company’s board of directors (the “Board”) in its sole discretion, as well as an associated reduction in the number of shares of common stock the Company is authorized to issue (the “Reduction in Authorized Common Stock”) from 250,000,000 shares to 25,000,000 shares.

Following the special meeting, the Board approved a ratio of 1-for-30 for the Reverse Split.

On December 30, 2025, in order to effect the Reverse Split and the Reduction in Authorized Common Stock, the Company filed a certificate of amendment to its certificate of incorporation, as amended, pursuant to which the Reverse Split and the Reduction in Authorized Common Stock became effective on Friday, January 2, 2026.

The purpose of the Reverse Split was to help the Company regain compliance with the $1 minimum bid requirement for continued listing on the Capital Market of the Nasdaq Stock Market LLC ("Nasdaq"), which it did, as discussed below.

All shares and per share amounts set forth herein give effect to the reverse stock split.

Recent Developments - continued

Financing - continued

NASDAQ Compliance

On January 21, 2026, the Company received a notification letter from the Nasdaq Listing Qualifications department stating that the Company had regained compliance with the $1 minimum bid price requirement for continued listing on the Nasdaq Capital Market.

As previously reported, on January 23, 2025, the Company had received a notification letter from the Listing Qualifications department 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).

Subsequently, Nasdaq determined that, from January 2, 2026 to January 19, 2026, the closing bid price of the Company’s common stock had been at $1 per share or greater.

Accordingly, the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2).

Lucid Diagnostics — Registered Direct Offering

On April 24, 2026, Lucid closed on the sale of 18,000,000 shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price of $1.00 per share (the “Lucid RDO”).

The net proceeds of the Lucid RDO, after deducting the underwriting discount and other expenses of the Lucid RDO, were approximately $16.8 million.

PAVmed ATM Facility

On April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares of its common stock in an “at the market" facility.

Under the Sales Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2.88 million of shares.

The Company will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares.

Lucid ATM Facility

On May 30, 2025, Lucid entered into an “at-the-market offering” (“Lucid ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group LLC.

In the three months ended March 31, 2026, Lucid sold 4,161,747 shares through the Lucid ATM equity facility for net proceeds of approximately $5.3 million, after payment of 3% commissions, of approximately $0.2 million.

Results of Operations

The Company recognized revenue from subscription revenue derived from its Veris Health Cancer Care Platform.

Cost of revenue

The Company’s cost of revenue from subscription revenue was derived from its Veris Health Cancer Care Platform.

We have incurred expenses associated with the platform in the period in which the activities occur, therefore, gross margin as a percentage of revenue has varied from quarter to quarter due to costs being incurred in one period that relate to revenues recognized in a later period.

We expect that gross margin for our services will fluctuate based on the commercialization efforts of our subsidiaries.

Sales and marketing expenses

Sales and marketing expenses consist primarily of salaries and related costs for employees engaged in sales, sales support and marketing activities, as well as advertising and promotion expenses.

General and administrative expenses

General and administrative expenses consist primarily of salaries and related costs for personnel, travel expenses, facility-related costs, professional fees for accounting, tax, audit and legal services, salaries and related costs and other expenses associated with obtaining and maintaining patents within our intellectual property portfolio.

General and administrative expenses includes those expenses related to being a public company, including fees and expenses for audit, legal, regulatory, tax-related services, insurance premiums and investor relations costs associated with maintaining compliance as a public company for PAVmed and its majority-owned subsidiaries.

Results of Operations - continued

Research and development expenses

Research and development expenses are recognized in the period they are incurred and consist principally of internal and external expenses incurred for the development of our products, including:

consulting costs for engineering design and development;

salary and benefit costs associated with our medical research personnel and engineering personnel;

costs associated with submission of regulatory filings;

cost of laboratory supplies and acquiring, developing, and manufacturing preclinical prototypes;

product design engineering studies.

The expenses of our research and development activities includes those associated with research and development activities related to the Veris Cancer Care Platform and other products in our pipeline as well as applicable new technologies, as resources permit.

Other Income and Expense, net

Other income and expense, net, consists principally of management fee income received from Lucid, changes in fair value of our convertible notes and losses on extinguishment of debt upon repayment of such convertible notes.

Presentation of Dollar Amounts

All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented as dollars in millions, except for per share amounts.

The three months ended March 31, 2026 as compared to three months ended March 31, 2025

In the three months ended March 31, 2026, revenue was relatively flat, at less than $0.1 million, as compared to the corresponding period in the prior year.

Cost of revenue

In the three months ended March 31, 2026, the cost of revenue costs were approximately $0.1 million, as compared to less than $0.1 million for the corresponding period in the prior year.

The net increase of $0.1 million principally related to the compensation costs resulting from Veris' commercialization efforts.

Sales and marketing expenses

In the three months ended March 31, 2026, sales and marketing costs remained relatively flat, at approximately $0.2 million, as compared to the corresponding period in the prior year.

General and administrative expenses

In the three months ended March 31, 2026, general and administrative costs were approximately $6.4 million as compared to $4.4 million for the corresponding period in the prior year.

The net increase of $2.0 million principally related to:

approximately $2.4 million increase related to third-party professional fees, primarily due to financing-related costs;

approximately $0.5 million decrease related to compensation and stock-based compensation costs;

approximately $0.1 million increase related to general corporate and third-party consulting costs.

Research and development expenses

In the three months ended March 31, 2026, research and development costs were approximately $1.4 million as compared to $0.8 million for the corresponding period in the prior year.

The net increase of $0.6 million principally related to the research and development costs incurred at Veris for the implantable physiological monitor.

Results of Operations - continued

The three months ended March 31, 2026 as compared to the three months ended March 31, 2025 - continued

Other Income and Expense

Change in fair value of convertible debt

In the three months ended March 31, 2026 and 2025, the change in the fair value of our convertible notes was approximately $3.4 million of income and $0.1 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the 2026 Note.

The April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and 2026 Note, were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value as of each reporting period date.

Change in management fee income

In the three months ended March 31, 2026, management fee income remained at $3.2 million as compared to the corresponding period in the prior year.

Loss on Debt Extinguishment

In the three months ended March 31, 2026, a debt extinguishment loss in the aggregate of approximately $3.4 million was recognized in connection with the redemption of the September 2022 Senior Convertible Note, as discussed below.

In the three months ended March 31, 2026, approximately $7.8 million of principal repayments were settled through a cash redemption payment of approximately $11.1 million.

The redemption resulted in a debt extinguishment loss of $3.4 million in the three months ended March 31, 2026.

In the three months ended March 31, 2025, a debt extinguishment loss in the aggregate of approximately $0.1 million was recognized in connection with our April 2022 Senior Convertible Note and September 2022 Senior Convertible Note, as discussed below.

In the three months ended March 31, 2025, approximately $0.2 million of principal repayments, along with less than $0.1 million 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 $0.3 million (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

The conversions resulted in a debt extinguishment loss of less than $0.1 million in the three months ended March 31, 2025.

See Note 9 , Debt , to the Financial Statements, for additional information with respect to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the 2026 Note.

Change in fair value of Equity Method Investment

At March 31, 2026, the fair value of the Company’s investment in Lucid was $36.0 million, with the company recognizing an unrealized gain on its investment in Lucid of $1.9 million in the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2026.

The fair value of common shares of Lucid held by the Company was determined using the $1.15 closing price per share of Lucid’s common stock as of March 31, 2026, as compared to Lucid’s common stock price per share of $1.09 at December 31, 2025.

Liquidity and Capital Resources

Our current financing strategy is to obtain capital directly into Lucid, Veris and other subsidiaries to fund any product development or other related activities, although we retain the flexibility to raise capital at the PAVmed level.

There are no assurances, however, we will be able to obtain an adequate level of financial resources required for the short-term or long-term commercialization and development of our products and services.

We have financed our operations principally through the public and private issuances of our common stock, preferred stock, common stock purchase warrants, and debt, both at the PAVmed level and, in the case of Lucid and Veris, at the subsidiary level, as well as through management fees under our management service contract with Lucid.

We are subject to all of the risks and uncertainties typically faced by medical device and diagnostic and medical device companies that devote substantially all of their efforts to the commercialization of their initial products and services and ongoing R&D and clinical trials.

We experienced net loss before noncontrolling interests of approximately $1.1 million and used approximately $2.6 million of cash in operations for the three months ended March 31, 2026.

Financing activities provided $7.6 million of cash during the three months ended March 31, 2026.

We ended the quarter with cash on-hand of $6.5 million as of March 31, 2026.

We expect to continue to experience recurring losses and negative cash flows from operations, and will continue to fund our operations with debt and/or equity financing transactions.

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 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 unaudited condensed consolidated financial statements are issued.

Issue of Shares of Our Common Stock

During the three months ended March 31, 2026

We issued 4,615,393 shares of our common stock as a result of conversions of $30.0 million of our Series D Preferred Stock.

We issued 433,546 shares of our common stock as a result of conversions of $1.4 million of our Series C Preferred Stock.

We issued 225,000 shares of our common stock to vendors in exchange for approximately $2.0 million of agreed upon services, which is included in general and administrative operating expenses on the Company’s unaudited condensed consolidated statement of operations.

On April 4, 2022 we sold to an investor a Senior Secured Convertible Note with a face value principal of $27.5 million (the “April 2022 Senior Convertible Note”).

The April 2022 Senior Secured Convertible Note had an initial 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 was satisfied in full in connection with the Exchange (as defined below).

On September 8, 2022 we sold to the same investor an additional Senior Secured Convertible Note with a face value principal of $11.25 million (the “September 2022 Senior Convertible Note”).

The September 2022 Senior Secured Convertible Note had an initial contractual maturity date of September 6, 2024, which maturity date was extended to December 31, 2026.

A portion of the September 2022 Senior Convertible Note was satisfied in connection with the Exchange, and subsequently was satisfied in full in connection with the February 2026 Financing (as defined below).

On February 3, 2026, we consummated a series of financing-related transactions (the “February 2026 Financing”), in connection with which we refinanced the September 2022 Senior Secured Convertible Note by issuing to the holder thereof an amended and restated September 2022 Senior Secured Convertible Note with a face value principal of $15.0 million (the “2026 Note”).

The 2026 Note has an initial contractual maturity date of February 3, 2029.

See Note 9, Debt , to the Financial Statements for additional information about the September 2022 Senior Convertible Note and the 2026 Note.

Liquidity and Capital Resources - continued

PAVmed ATM Facility

Under the Sales Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2.88 million of shares.

The Company will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares.

Convertible Preferred Stock

On 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 (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 Preferred Stock.

On January 17, 2025, after satisfaction of all conditions to closing, the parties consummated the Exchange.

On November 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series C Securities Purchase Agreement”) with the Holder.

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.

On February 3, 2026, the Company consummated the February 2026 Financing, in connection with which we sold to certain accredited investors (i) 30,000 shares of Series D Preferred Stock, and (ii) warrants (the “Series D Warrants”) 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 $100,000 of its investment.

Concurrently therewith, the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding.

The February 2026 Financing, including both the convertible note refinancing and the preferred stock sale, but net of the redemption, generated proceeds to the Company of approximately $7.6 million.

The Series D Warrants entitle the holders thereof to purchase an aggregate of 30,000 shares of Series D Preferred Stock at an exercise price of $1,000 per share.

The Series D Warrants expire on February 3, 2031.

Commencing on the publication by Molecular Diagnostic Services Program (MolDx) of a draft local coverage determination that EsoGuard will be covered by Medicare, the Series D Warrants will be callable by the Company at a price of $0.001 per warrant share.

In lieu of issuing additional shares of Series D Preferred Stock upon exercise of the warrants, the Company may (and intends to) issue to the holders the number of shares of its common stock that would be issuable to the holders upon conversion of the Series D Preferred Stock underlying the warrants.

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 Series D Warrants.

If such warrants are exercised in full, the Company will receive an additional $30 million in cash proceeds in consideration for the issuance of an additional 4,615,393 shares of our common stock.

See Note 11, Preferred Stock , to the Financial Statements for additional information about the Series C Preferred Stock and the Series D Preferred Stock.

Liquidity and Capital Resources - continued

Veris Financing (June 2025)

On June 23, 2025, Veris and certain accredited investors consummated an offering (the “June 2025 Offering”) of 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.

The June 2025 Offering generated gross proceeds to Veris of approximately $2.5 million.

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 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.

In addition, if Veris completes a subsequent equity raise 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.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reporting in our unaudited condensed consolidated financial statements and accompanying notes.

On an ongoing basis, we evaluate our estimates and judgments.

In accordance with U.S.

GAAP, we base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances.

Actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting estimates are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 27, 2026.

There have been no material changes to our critical accounting estimates in the three months ended March 31, 2026.

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-Q

Item 1. Financial Statements