What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 275 added, 166 removed, 753 unchanged (37% of the section changed)

3 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

21 unchanged sentences

Authorized, 20,000,000 shares;

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

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding of 1,591,209 shares at June 30, 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 $ 1,080 , no shares issued and outstanding at March 31, 2026, issued and outstanding of 19,457 shares as of December 31, 2025

Series C Convertible Preferred Stock, stated value $ 1,080 , no shares issued and outstanding at June 30, 2026, issued and outstanding of 19,457 shares as of December 31, 2025

Common stock, $ 0.001 par value.

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

6,269,418 and 927,934 shares outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

33 unchanged sentences

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

for the THREE MONTHS ENDED March 31, 2026

for the THREE MONTHS ENDED June 30, 2026

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

4 unchanged sentences

Preferred Stock

Balance - March 31, 2026

Dividends declared - Series B Convertible Preferred Stock

Vest - restricted stock awards

Stock-based compensation - PAVmed

Stock-based compensation - subsidiary

Net income (loss)

Balance - June 30, 2026

See accompanying notes to the unaudited condensed consolidated financial statements.

and SUBSIDIARIES

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

for the six MONTHS ENDED June 30, 2026

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

Stockholders' Equity (Deficit)

Series B Convertible

Series C Convertible

Series D Convertible

Preferred Stock

Balance - December 31, 2025

4 unchanged sentences

Conversions - Series C Convertible Preferred Stock

Conversion - Series D Convertible Preferred Stock (1)

Issuance - Series D Convertible Preferred Stock

Conversions - Series D Convertible Preferred Stock

Reclassify Series D Preferred Stock Warrants to permanent equity

2 unchanged sentences

Issuance of shares related to reverse stock split

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiaries

Net income (loss)

Balance - June 30, 2026

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 June 30, 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 - March 31, 2025

Dividends declared - Series B Convertible Preferred Stock

Vest - restricted stock awards

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Issuance - common stock subsidiary, net of issuance costs

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

Exercise Pre-funded warrants

Stock-based compensation - PAVmed

1 unchanged sentence

Net income (loss)

Balance - March 31, 2026

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

Balance - June 30, 2025

See accompanying notes to the unaudited condensed consolidated financial statements.

1 unchanged sentence

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

for the THREE MONTHS ENDED March 31, 2025

for the six MONT HS ENDED June 30, 2025

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

Mezzanine Equity

PAVmed Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)

Series C Convertible

12 unchanged sentences

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

5 unchanged sentences

Deemed dividend on Series C Convertible Preferred Stock

Stock-based compensation - PAVmed

Stock-based compensation - subsidiary

Deconsolidation of subsidiary

Exercise Pre-funded warrants

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiaries

Net income (loss)

Balance - March 31, 2025

Balance - June 30, 2025

See accompanying notes to the unaudited condensed consolidated financial statements.

2 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

25 unchanged sentences

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

Proceeds – issue of common stock - subsidiary

Payment – financing costs – debt exchange

13 unchanged sentences

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.

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 at approximately 25 %, 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.

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

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

5 unchanged sentences

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.

The Company generated less than $ 0.1 million of revenue for the three and six months ended June 30, 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 incurred a net loss attributable to PAVmed common stockholders of approximately $ 12.5 million and had net cash flows used in operating activities of approximately $ 5.3 million for the six months ended June 30, 2026 .

As of June 30, 2026 , the Company had positive working capital of approximately $ 0.8 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.

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.

Note 3 — Summary of Significant Accounting Policies

5 unchanged sentences

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.

The Company has a controlling financial interest in Veris Health, 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.

6 unchanged sentences

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 unaudited condensed consolidated results of operations for the three and six months ended June 30, 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.

4 unchanged sentences

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.

Included in the Company’s cash as of June 30, 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

50 unchanged sentences

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 .

The following presents summarized financial information related to Lucid accounted for under the equity method as of June 30, 2026 .

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

March 31, 2026

June 30, 2026

Other current assets

5 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

Net income (loss) attributable to common stockholders

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.

At June 30, 2026 and December 31, 2025 , the fair value of the Company’s investment in Lucid was $ 33.5 million and $ 34.1 million, respectively.

The Company recognized an unrealized loss on its investment in Lucid of $ 2,504 and $ 626 in the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026 , respectively.

The Company recognized an unrealized loss on its investment in Lucid of $ 10,643 and an unrealized gain on its investment in Lucid of $ 10,361 in the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 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 June 30, 2026 and December 31, 2025 of $ 1.07 and $ 1.09 , respectively.

At June 30, 2026 and December 31, 2025 , PAVmed held approximately 25.1 % and 27.5 %, respectively, of Lucid’s common stock voting interest.

As of August 13, 2026, PAVmed held approximately 25.1 % of Lucid's common stock voting interest.

Note 4 — Equity Method Investment - continued

4 unchanged sentences

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 .

During the three months ended June 30, 2026 and 2025, the MSA fee income was $ 3,150 for each period.

During the six months ended June 30, 2026 and 2025, the MSA fee income was $ 6,300 for each period.

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

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

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

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:

The Company’s future lease payments as of June 30, 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)

3 unchanged sentences

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,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

4 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025 , the Company’s right-of-use assets from operating leases were $ 1,738 and $ 2,002 , respectively, which are reported in operating lease right-of-use assets in the unaudited condensed consolidated balance sheets.

As of June 30, 2026 and December 31, 2025 , the Company had outstanding operating lease obligations of $ 1,968 and $ 2,248 , respectively, of which $ 570 and $ 573 , respectively, are reported in operating lease liabilities, current portion and $ 1,398 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.

1 unchanged sentence

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.

In the ordinary course of PAVmed business, 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.

Additionally, although the Company has 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

5 unchanged sentences

Level-3 Inputs

March 31, 2026

June 30, 2026

Investment in Lucid Diagnostics common stock

10 unchanged sentences

Total liabilities at fair value

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

There were no transfers between the respective Levels during the period ended June 30, 2026 .

Note 8 — Financial Instruments Fair Value Measurements - continued

4 unchanged sentences

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

The estimated fair value of the 2026 Note as of June 30, 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:

June 30, 2026

Face value principal payable

28 unchanged sentences

February 3, 2029

Balance as of March 31, 2026

Balance as of June 30, 2026

Contractual Maturity Date

5 unchanged sentences

Balance as of December 31, 2025

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

The changes in the fair value of debt during the three and six months ended June 30, 2026 is as follows:

September 2022 Senior Convertible Note

1 unchanged sentence

Other Income (expense)

Fair Value at December 31, 2025

Fair Value - March 31, 2026

Face value principal – issue date

Non-installment payments – cash interest paid

Change in fair value

Fair Value at June 30, 2026

Other Income (Expense) - Change in fair value – three month period ended June 30, 2026

September 2022 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair Value - December 31, 2025

Face value principal – issue date

Non-installment payments – cash interest paid

Principal repayments – cash

Change in fair value

Fair Value at March 31, 2026

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

Fair Value at June 30, 2026

Other Income (Expense) - Change in fair value – six months ended June 30, 2026

Note 9 — Debt - continued

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

The changes in the fair value of debt during the three and six months ended June 30, 2025 is as follows:

April 2022 Senior Convertible Note

2 unchanged sentences

Other Income (expense)

Fair Value at December 31, 2024

Fair Value - March 31, 2025

Change in fair value

Fair Value at June 30, 2025

Other Income (Expense) - Change in fair value – three month period ended June 30, 2025

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair Value - December 31, 2024

Installment repayments – common stock

3 unchanged sentences

Change in fair value

Fair Value at March 31, 2025

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

Fair Value at June 30, 2025

Other Income (Expense) - Change in fair value – six months ended June 30, 2025

PAVmed - Senior Secured Convertible Notes

3 unchanged sentences

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").

2 unchanged sentences

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

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:

8 unchanged sentences

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.

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) (the “Minimum Cash Covenant”), and (ii) as of each Measurement Date, 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.

Effective as of June 30, 2026, the Company and the Holder agreed to amend the Minimum Cash Covenant under the 2026 Note to provide that the amount of the Company’s available cash will equal or exceed $ 2.5 million as of each Measurement Date (or, for any Measurement Date on or after September 15, 2026, $ 8.0 million), provided that the amendment will be deemed null and void unless by August 25, 2026, the Company is able to deposit $ 5 million in a blocked account formed for the benefit of the Holder.

Accordingly, the Company was in compliance with all covenants under the 2026 Note as of June 30, 2026.

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 noteholder may from time to time increase the 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.

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

2 unchanged sentences

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.

As of June 30, 2026 , the fair value of the Rights decreased to $ 321 , based on a stock price of $ 1.07 per share.

The Company recognized a $ 54 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 six months ended June 30, 2026 .

Note 9 — Debt - continued

8 unchanged sentences

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.

During the six months ended June 30, 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.

4 unchanged sentences

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

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 .

A total of 1,713,517 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 583,351 shares available for grant as of June 30, 2026 .

The share reservation is not diminished by a total of 1,446 PAVmed stock options and restricted stock awards granted outside the PAVmed 2014 Equity Plan as of June 30, 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.

7 unchanged sentences

Outstanding stock options at December 31, 2025

Outstanding stock options at March 31, 2026 (3)

Vested and exercisable stock options at March 31, 2026

Outstanding stock options at June 30, 2026 (3)

Vested and exercisable stock options at June 30, 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 .

The intrinsic value is computed as the difference between the quoted price of the PAVmed common stock on each of June 30, 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 1,446 and 1,816 stock options granted outside the PAVmed 2014 Equity Plan, as of June 30, 2026 and December 31, 2025 , respectively.

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 .

On February 20, 2026, the Company granted to certain employees 37,500 stock options under the PAVmed 2014 Equity Plan with a weighted average exercise price of $ 9.47 per share and a weighted average grant-date fair value of $ 7.69 per share.

The options will vest one - third after one year then ratably over the next eight quarters.

Subsequent to June 30, 2026, on July 31, 2026, the Company granted to certain employees 223,500 stock options under the PAVmed 2014 Equity Plan with an exercise price of $ 4.95 .

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

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Unvested restricted stock awards as of December 31, 2025

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.

Unvested restricted stock awards as of June 30, 2026

On February 20, 2026, the Company awarded to certain employees 46,000 shares of restricted stock under the PAVmed 2014 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 0.4 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.

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.

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.

Subsequent to June 30, 2026, on July 31, 2026, the Company awarded 60,000 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 $ 0.3 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 August 31, 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:

The consolidated stock-based compensation expense recognized by 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

Six Months Ended

Sales and marketing expenses

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Restricted Stock Awards

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

Stock-based compensation expense recognized with respect to new stock options granted during the six months ended June 30, 2026 and 2025, under the PAVmed 2014 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 6.79 and $ 12.60 per share, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions below.

Six Months Ended

Expected term of stock options (in years)

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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.

The initial purchase period following such reinstatement shall expire on November 30, 2026.

The PAVmed ESPP had a total reserve of 221,112 shares of common stock of PAVmed of which 215,774 shares were available for issue as of June 30, 2026 .

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

In addition, on June 24, 2026, the stockholders of the Company approved a one -time 200,000 increase in the ESPP reserve.

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.

As of June 30, 2026 and December 31, 2025 , there were 1,591,209 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

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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 .

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 $ 95 and $ 189 of such dividends earned in the three and six months ended June 30, 2026 , respectively;

and $ 88 and $ 175 of such dividends earned in the three and six months ended June 30, 2025 , respectively.

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.

During the six months ended June 30, 2026 , the Company’s board of directors declared an aggregate of approximately $ 185 of Series B Convertible Preferred Stock dividends, inclusive of $ 92 earned as of December 31, 2025;

and $ 93 earned as of March 31, 2026, with such dividends settled by the issue of an additional aggregate 61,820 additional shares of Series B Convertible Preferred Stock, inclusive of 30,602 shares issued with respect to the dividends earned as of December 31, 2025;

and 31,218 shares issued with respect to the dividends earned as of March 31, 2026.

During the six months ended June 30, 2025 , the Company’s board of directors declared an aggregate of approximately $ 171 of Series B Convertible Preferred Stock dividends, inclusive of $ 85 earned as of December 31, 2024;

and $ 86 earned as of March 31, 2025, with such dividends settled by the issue of an additional aggregate 57,104 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;

and 28,834 shares issued with respect to the dividends earned as of March 31, 2025.

Subsequent to June 30, 2026 , on July 28, 2026, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend, earned as of June 30, 2026 , of $ 95 , to be settled by the issue of 31,837 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.

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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 Company 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.

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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.

While the Series C Preferred Stock was outstanding, the Company's board approved from time to time a conversion price reduction in consideration of certain waivers.

For each such 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 $ 1,607 for the six months ended June 30, 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.

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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 .

In the three and six months ended June 30, 2025, the Company issued 84,670 and 128,004 shares of our common stock in connection with the conversion of 1,000 and 1,520 shares of Series C Preferred Stock, respectively.

In the six months ended June 30, 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.

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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.

As a result, the Company recognized a gain of $ 1,831 in the unaudited condensed consolidated statements of operations for the six months ended June 30, 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.

Subsequent changes in fair value are no 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 %.

Significant assumptions used in the valuations included a stock price of $ 9.57 at issuance and $ 8.67 at the reclassification date, an effective 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

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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.

In the six months ended June 30, 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.

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 (the "ATM").

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.

Subsequent to June 30, 2026, through August 13, 2026, the Company sold 675,679 shares through the ATM equity facility for net proceeds of approximately $ 2.8 million, after payment of 3 % commissions, or approximately $ 0.1 million.

Following these sales, the Company has fully utilized the capacity available under the ATM equity facility, and no additional shares remain available for issuance thereunder.

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

June 30, 2026

NCI – equity - December 31, 2025

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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 ;

NCI – equity – June 30, 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 June 30, 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.

As of June 30, 2026 , there were 12,023,979 shares of common stock of Veris Health issued and outstanding, of which PAVmed holds a 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;

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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, 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.

In addition, a holder of the Veris Warrants will be entitled to participate in rights offerings or pro rata distributions by Veris.

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Three Months Ended

Six Months Ended

Net income (loss) - before noncontrolling interest

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Fair Value Adjustment for diluted EPS calculation

Series C Convertible Preferred Stock dividends and deemed dividends

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

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Restricted stock awards

PAVM Pre-Funded Warrants

Senior Convertible Note

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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 common stock equivalents that 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.

Basic weighted-average number of shares of common stock outstanding for the three and six months ended June 30, 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.

However, as the Company was in a loss position for the three and six months ended June 30, 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:

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Restricted stock awards

Series Z Warrants

Series D Warrants

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Series B Convertible Preferred Stock

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.

The total stock options are inclusive of 1,446 and 1,816 stock options as of June 30, 2026 and 2025 , respectively, granted outside the PAVmed 2014 Equity Plan.

Note 15 — Segment Information

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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.

During the three and six months ended June 30, 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.

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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;

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The Company’s subsidiaries include Lucid Diagnostics, which is a commercial-stage cancer prevention medical diagnostics company that markets the EsoGuard® Esophageal DNA Test and EsoCheck® Esophageal Cell Collection Device, and of which the Company is the largest voting stockholder at approximately 25%, and Veris Health, which is 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.

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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.

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 (“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 current LCD provides clear coverage criteria consistent with the American College of Gastroenterology (“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.

As part of the LCD reconsideration process, MolDx-participating Medicare Administrative Contractors convened a Contractor Advisory Committee (“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, American Gastroenterological Association)) 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

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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)

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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

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

Subsequent to June 30, 2026, through August 13, 2026, the Company sold 675,679 shares through the ATM equity facility for net proceeds of approximately $2.8 million, after payment of 3% commissions, or approximately $0.1 million.

Following these sales, the Company has fully utilized the capacity available under the ATM equity facility, and no additional shares remain available for issuance thereunder.

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.

In the six months ended June 30, 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, or approximately $0.2 million.

Results of Operations

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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.

We have incurred expenses associated with the platform in the period in which the activities occur.

We expect that our gross margin may fluctuate based on the commercialization efforts of our subsidiaries.

Sales and marketing expenses

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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.

General and administrative expenses include 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.

Results of Operations - continued

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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.

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

The three months ended June 30, 2026 as compared to three months ended June 30, 2025

In the three months ended June 30, 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.

In the three months ended June 30, 2026, the cost of revenue was 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.

In the three months ended June 30, 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.

In the three months ended June 30, 2026, general and administrative costs were approximately $4.7 million, as compared to $3.7 million for the corresponding period in the prior year.

The net increase of $1.0 million principally related to:

approximately $1.2 million increase related to cash and stock-based compensation costs;

approximately $0.2 million decrease related to third-party professional fees, primarily due to financing-related costs.

Research and development expenses

In the three months ended June 30, 2026, research and development costs were approximately $2.1 million, as compared to $0.8 million for the corresponding period in the prior year.

The net increase of $1.3 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 June 30, 2026 as compared to the three months ended June 30, 2025 - continued

Other Income and Expense

Change in fair value of convertible debt

In the three months ended June 30, 2026 and 2025, the change in the fair value of our convertible notes was approximately $0.6 million and $0.2 million of expense, respectively, related to the September 2022 Senior Convertible Note and the 2026 Note (as defined in Note 9, Debt , to the Financial Statements).

The September 2022 Senior Convertible Note and the 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 June 30, 2026, management fee income remained flat at $3.2 million, as compared to the corresponding period in the prior year.

Change in fair value of Equity Method Investment

At June 30, 2026, the fair value of the Company’s investment in Lucid was $33.5 million, with the Company recognizing an unrealized loss on its investment in Lucid of $2.5 million in the accompanying unaudited condensed consolidated statements of operations for the three months ended June 30, 2026.

The fair value of common shares of Lucid held by the Company was determined using the $1.07 closing price per share of Lucid’s common stock as of June 30, 2026, as compared to Lucid’s common stock price per share of $1.15 at March 31, 2026.

At June 30, 2025, the fair value of the Company’s investment in Lucid was $36.0 million, with the Company recognizing an unrealized loss on its investment in Lucid of $10.6 million in the accompanying unaudited condensed consolidated statements of operations for the three months ended June 30, 2025.

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 June 30, 2025, as compared to Lucid’s common stock price per share of $1.49 at March 31, 2025.

The six months ended June 30, 2026 as compared to six months ended June 30, 2025

In the six months ended June 30, 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 six months ended June 30, 2026, the cost of revenue was approximately $0.2 million, as compared to $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 six months ended June 30, 2026, sales and marketing costs were approximately $0.4 million, as compared to $0.5 million for the corresponding period in the prior year.

The net decrease of $0.1 million principally related to a decrease in third-party consulting costs.

General and administrative expenses

In the six months ended June 30, 2026, general and administrative costs were approximately $11.0 million, as compared to $8.1 million for the corresponding period in the prior year.

The net increase of $2.9 million principally related to:

approximately $2.1 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 $0.7 million increase related to cash 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.

In the six months ended June 30, 2026, research and development costs were approximately $3.5 million, as compared to $1.6 million for the corresponding period in the prior year.

The net increase of $1.9 million principally related to:

approximately $1.8 million increase related to research and development costs, primarily related to the Veris implantable physiological monitor;

approximately $0.1 million increase related to compensation related costs.

Results of Operations - continued

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

The six months ended June 30, 2026 as compared to the six months ended June 30, 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.

In the six months ended June 30, 2026 and 2025, the change in the fair value of our convertible notes was approximately $2.8 million of income and $0.2 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the 2026 Note (as defined in Note 9, Debt , to the Financial Statements).

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.

In the six months ended June 30, 2026, management fee income remained flat at $6.3 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.

In the six months ended June 30, 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 six months ended June 30, 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 approximately $3.4 million in the six months ended June 30, 2026.

In the six months ended June 30, 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 six months ended June 30, 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 approximately $0.1 million in the six months ended June 30, 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.

At June 30, 2026, the fair value of the Company’s investment in Lucid was $33.5 million, with the Company recognizing an unrealized loss on its investment in Lucid of $0.6 million in the accompanying unaudited condensed consolidated statements of operations for the six months ended June 30, 2026.

At June 30, 2025, 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 $10.4 million in the accompanying unaudited condensed consolidated statements of operations for the six months ended June 30, 2025.

Liquidity and Capital Resources

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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 experienced net loss before noncontrolling interests of approximately $7.7 million and used approximately $5.3 million of cash in operations for the six months ended June 30, 2026.

Financing activities provided $7.6 million of cash during the six months ended June 30, 2026.

We ended the quarter with cash on-hand of $3.8 million as of June 30, 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.

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Issue of Shares of Our Common Stock

During the three months ended March 31, 2026

During the six months ended June 30, 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.

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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).

A portion of the September 2022 Senior Convertible Note was satisfied in connection with the Exchange, and subsequently was refinanced 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.

Effective as of June 30, 2026, the Company and the Holder agreed to amend the Minimum Cash Covenant (as defined above) under the 2026 Note to provide that the amount of the Company’s available cash will equal or exceed $2.5 million as of each Measurement Date (as defined above) (or, for any Measurement Date on or after September 15, 2026, $8.0 million), provided that the amendment will be deemed null and void unless by August 25, 2026, the Company is able to deposit $5 million in a blocked account formed for the benefit of the Holder.

Accordingly, the Company was in compliance with all covenants under the 2026 Note as of June 30, 2026.

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

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

Subsequent to June 30, 2026, through August 13, 2026, the Company sold 675,679 shares through the ATM equity facility for net proceeds of approximately $2.8 million, after payment of 3% commissions, or approximately $0.1 million.

Following these sales, the Company has fully utilized the capacity available under the ATM equity facility, and no additional shares remain available for issuance thereunder.

Convertible Preferred Stock

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

On March 27, 2026, all outstanding shares of Series D Preferred Stock were converted in full into 4,615,393 shares of the Company’s common stock at the applicable conversion price.

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.

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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.

If such warrants are exercised in full, the Company will receive an additional $30 million in cash proceeds in consideration of 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.

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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.

There have been no material changes to our critical accounting estimates in the six months ended June 30, 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