What changed in this filing

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Item 9A. Controls and Procedures

2022-04-06 compared with 2021-03-15 · 1836 added, 1560 removed, 251 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES - continued

- Material Weakness

of December 31, 2019, our management concluded our system of internal control over financial reporting was not effective, due

to the identification of a material weakness in our internal control over financial reporting, namely, we did

not maintain a properly designed control environment that identified key control risk areas with an appropriate level of precision,

in order to conclude on the operating effectiveness of our disclosure controls and procedures.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility a material misstatement of our annual or interim consolidated financial statements would not be prevented

or detected on a timely basis.

implemented changes during 2020 to strengthen our internal control over financial reporting.

These changes addressed the

identified material weakness and enhanced our overall internal control over financial reporting environment.

The changes included

the hiring of a consulting firm to assist us in revising our internal control documentation so that it identifies key control

risk areas with sufficient precision for us to identify and test the operating effectiveness of our disclosure controls and procedures.

The consulting firm assisted us with the design, documentation, evaluation of design adequacy, and testing the operational

effectiveness of a revised system of internal control over financial reporting.

believe these actions remediated the material weakness, and we intend to continue to refine those internal controls over financial

reporting and monitor their effectiveness on an ongoing basis.

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness

of our disclosure controls and procedures as of December 31, 2021.

Based on such evaluation, our principal executive officer and principal

financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

were effective as of such date to provide reasonable assurance the information required to be disclosed by us in the reports we file

or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information

required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management,

including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required

Report on Internal Control Over Financial Reporting

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

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

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

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

with accounting principles generally accepted in the U.S.

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

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

and dispositions of our assets;

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

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

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

of our management and our directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

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

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

prevent or detect all misstatements.

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

may vary over time.

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

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

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

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

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

financial reporting.

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

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

to Internal Controls Over Financial Reporting

for the remediation and enhancements as described herein above, there has been no change in internal controls over financial reporting

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2020 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no change

in internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during

the year ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

16 unchanged sentences

following financial statements:

of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Series A Convertible Preferred Stock and Equity (Deficit)

Statements of Cash Flows

to Consolidated Financial Statements

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

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

financial statement schedules:

1 unchanged sentence

is shown in the financial statements or notes thereto.

Columns omitted from schedules filed have been omitted because the

information is not applicable.

Columns omitted from schedules filed have been omitted because the information

is not applicable.

following exhibits:

of Incorporation (1)

of Amendment to Certificate of Incorporation (1)

of Amendment to Certificate of Incorporation, dated October 1, 2018 (8)

of Amendment to Certificate of Incorporation, dated June 26, 2019 (10)

of Amendment to Certificate of Incorporation, dated July 24, 2020 (14)

of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (11)

of Elimination - Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock (6)

Certificate of Incorporation (1)

Certificate of Amendment to Certificate of Incorporation (1)

Certificate of Amendment to Certificate of Incorporation, dated October 1, 2018 (8)

Certificate of Amendment to Certificate of Incorporation, dated June 26, 2019 (10)

Certificate of Amendment to Certificate of Incorporation, dated July 24, 2020 (14)

Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (11)

Certificate of Elimination - Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock (6)

Amended and Restated Bylaws (13)

of Registrant’s Securities &dagger;

Description of Registrant’s Securities †

Specimen PAVmed Inc.

Common Stock Certificate (1)

Series W Warrant Certificate (1)

W Warrant Agreement, dated April 28, 2016, between Continental Stock Transfer & Trust Company and the Registrant (3)

of Unit Purchase Option (1)

Specimen PAVmed Inc.

Series Z Warrant Certificate (5)

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

and Continental Stock Transfer

& Trust Company, as Warrant Agent (7)

Option Agreement (1)

of Letter Agreement with HCFP Capital Partners III LLC (1)

of Letter Agreement with Pavilion Venture Partners LLC (1)

agreement regarding corporate opportunities executed by Dr.

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

and Continental Stock Transfer & Trust Company, as Warrant Agent (7)

Form of Senior Secured Convertible Note (15)

Patent Option Agreement (1)

Form of Letter Agreement with HCFP Capital Partners III LLC (1)

Form of Letter Agreement with Pavilion Venture Partners LLC (1)

Letter agreement regarding corporate opportunities executed by Dr.

Lishan Aklog, M.D.

agreement regarding corporate opportunities executed by Michael Glennon (1)

agreement regarding corporate opportunities executed by Dr.

Letter agreement regarding corporate opportunities executed by Michael Glennon (1)

Letter agreement regarding corporate opportunities executed by Dr.

Brian deGuzman, M.D.

Purchase Agreement between PAVmed Inc.

Securities Purchase Agreement between PAVmed Inc.

and the purchasers of the Series A Preferred Stock Units (2)

Rights Agreement between PAVmed Inc.

Registration Rights Agreement between PAVmed Inc.

and the purchasers of the Series A Preferred Stock Units (2)

and Restated Employment Agreement between PAVmed Inc.

Amended and Restated Employment Agreement between PAVmed Inc.

and Lishan Aklog, M.D.

and Restated Employment Agreement between PAVmed Inc.

Amended and Restated Employment Agreement between PAVmed Inc.

and Dennis M.

Agreement between PAVmed Inc.

Employment Agreement between PAVmed Inc.

deGuzman, M.D.

Exhibits and Financial Statement Schedules - continued

Employment Agreement between PAVmed Inc.

and Shaun O’Neil (18)

Fourth Amended and Restated 2014 Long-Term Incentive Equity Plan (10)(12)

Employee Stock Purchase Plan (10)(12)

of Code of Ethics (1)

of Subsidiaries &dagger;

of Marcum LLP &dagger;

Certification

of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.&dagger;

Certification

of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certification

of Principal Financial and Accounting Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002.

Common Stock Purchase Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc.(14)

Registration Rights Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc.(14)

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

and ResearchDx, Inc.

Management Services Agreement, dated as of February 25, 2022, by and among LucidDx Labs Inc.

and ResearchDx, Inc.

Form of Securities Purchase Agreement (15)

Form of Security Agreement (15)

Form of Voting Agreement (15)

Form of Code of Ethics (1)

List of Subsidiaries †

Consent of Marcum LLP †

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†

Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Instance Document

4 unchanged sentences

Taxonomy Extension Presentation Linkbase

by reference to the Registrant’s Registration Statement on Form S-1 - SEC File No.

by reference to the Registrant’s Current Report on Form 8-K filed February 1, 2017.

by reference to the Registrant’s Current Report on Form 8-K filed May 3, 2016.

by reference to the Registrant’s Current Report on Form 8-K filed July 19, 2016.

by reference to the Registrant’s Current Report on Form 8-K filed April 5, 2018.

by reference to the Registrant’s Current Report on Form 8-K/A filed April 20, 2018.

by reference to the Registrant’s Current Report on Form 8-K filed June 8, 2018.

by reference to the Registrant’s Current Report on Form 8-K filed October 2, 2018.

by reference to the Registrant’s Current Report on Form 8-K filed March 20, 2019.

by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed June 11, 2020

by reference to the Registrant’s Current Report on Form 8-K filed June 27, 2019.

by reference to the Registrant’s Current Report on Form 8-K filed July 27, 2020.

by reference to the Registrant’s Current Report on Form 8-K filed January 15, 2021.

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