What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-15 compared with 2022-11-14 · 603 added, 881 removed, 437 unchanged (77% of the section changed)

2 unchanged sentences

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

September 30, 2022

March 31, 2023

December 31, 2022

19 unchanged sentences

Authorized, 20,000,000 shares;

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding 1,182,101 at September 30, 2022 and 1,113,919 shares at December 31, 2021

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding 1,229,887 at March 31, 2023

and 1,205,759 shares at December 31, 2022

Common stock, $ 0.001 par value.

Authorized, 250,000,000 shares;

92,228,862 and 86,367,845 shares outstanding as of September 30, 2022 and December 31, 2021, respectively

100,596,406 and

94,510,537 shares outstanding as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

9 unchanged sentences

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Operating expenses:

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Total operating expenses

Net loss from operations

Operating loss

Other income (expense):

Interest income

Interest expense

Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note

Change in fair value - Senior Secured Convertible Notes

Loss on issue and offering costs - Senior Secured Convertible Note

Debt extinguishments loss - Senior Secured Convertible Notes

Debt forgiveness

Gain on sale of intellectual property

Other income (expense), net

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the THREE MONTHS ENDED September 30, 2022

the THREE MONTHS ENDED March 31, 2023

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

1 unchanged sentence

B Convertible Preferred Stock

Balance - June 30, 2022

- December 31, 2022

$ ( 228,169 )

Dividends declared - Series

B Convertible Preferred Stock

Conversions - Series B Convertible

Preferred Stock

Conversions - Senior Secured

Convertible Note

Exercise - stock options of

majority-owned subsidiary

Purchase - Employee Stock

Purchase Plan

Purchase - majority-owned

subsidiary common stock - Employee Stock Purchase Plan

Issuance - majority-owned

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

Impact of subsidiary equity

Issuance - majority-owned

subsidiary common stock - Settlement APA-RDx - Installment Payment

Stock-based compensation -

majority-owned subsidiary

Treasury stock

Balance - September 30,

declared - Series B Convertible Preferred Stock

common stock - PAVM ATM Facility

- restricted stock awards

- Senior Secured Convertible Note

- Employee Stock Purchase Plan

- majority-owned subsidiary common stock - Employee Stock Purchase Plan

- majority-owned subsidiary common stock - At-The-Market Facility, net of financing charges

of subsidiary equity transactions

- majority-owned subsidiary common stock - Settlement APA-RDx - Termination Payment

- majority-owned subsidiary preferred stock

compensation - PAVmed Inc.

compensation - majority-owned subsidiaries

- March 31, 2023

$ ( 246,172 )

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the NINE MONTHS ENDED September 30, 2022

the THREE MONTHS ENDED March 31, 2022

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

3 unchanged sentences

$ ( 138,910 )

Dividends declared - Series

B Convertible Preferred Stock

Conversions - Series B Convertible

Preferred Stock

Vest - restricted stock awards

Exercise - Series Z warrants

Conversions - Senior Secured

Convertible Note

Exercise - stock options

Exercise - stock options of

majority-owned subsidiary

Purchase - Employee Stock

Purchase Plan

Purchase - majority-owned

subsidiary common stock - Employee Stock Purchase Plan

Issuance - majority-owned

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

Impact of subsidiary equity

Issuance - majority-owned

subsidiary common stock - Settlement APA-RDx - Installment Payment

Stock-based compensation -

majority-owned subsidiary

Treasury stock

Balance - September 30,

$ ( 207,638 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the THREE MONTHS ENDED September 30, 2021

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

Balance - June 30, 2021

$ ( 109,325 )

Dividends declared - Series

B Convertible Preferred Stock

Conversions - Series B Convertible

Preferred Stock

Exercise - Series Z warrants

Exercise - Series W warrants

Exercise - stock options

Purchase - Employee Stock

Purchase Plan

Stock-based compensation -

majority-owned subsidiary

Balance - September 30,

Beginning balance

$ ( 138,910 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the NINE MONTHS ENDED September 30, 2021

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

Balance - December 31, 2020

Dividends declared - Series

B Convertible Preferred Stock

Conversions - Series B Convertible

Preferred Stock

Issue common stock –

registered offerings, net

Dividends declared - Series B Convertible Preferred Stock

Vest - restricted stock awards

Exercise - Series Z warrants

Exercise - Series W warrants

Conversions - Senior Secured

Convertible Note

Exercise - stock options

Purchase - Employee Stock

Purchase Plan

Stock-based compensation -

majority-owned subsidiary

Investment in Veris Health

Balance - September 30,

Exercise - stock options of majority-owned subsidiary

Purchase - Employee Stock Purchase Plan

Impact of subsidiary equity transactions

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiaries

Treasury stock

Balance - March 31, 2022

$ ( 155,849 )

Ending balance

$ ( 155,849 )

2 unchanged sentences

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

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

3 unchanged sentences

Stock-based compensation

In-process R&D charge

Issue common stock of majority-owned subsidiary - settle installment payment

Change in fair value - Senior Secured Convertible Note

Loss upon Issuance - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Notes and Senior Convertible Note

Debt forgiveness

Gain on sale of intellectual property

Issue common stock of majority-owned subsidiary - settle termination payment

Change in fair value - Senior Secured Convertible Notes

Loss on issue and offering costs - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Note

Non-cash lease expense

1 unchanged sentence

Accounts receivable

Prepaid expenses and other current and non-current assets

Prepaid expenses, deposits and current and other assets

Accounts payable

3 unchanged sentences

Purchase of equipment

Payments – Acquisitions, net of cash

Proceeds from sale of intellectual property

Net cash flows used in investing activities

Cash flows from financing activities

Proceeds – issue of common stock – registered offerings

Payment – offering costs – registered offerings

Proceeds – issue of preferred stock - majority-owned subsidiary

Proceeds – issue of Senior Secured Convertible Note, net of offering costs

Payment – repayment of Senior Convertible Note and Senior Secured Convertible Note

Payment – Senior Convertible Note and Senior Secured Convertible Note – non-installment payments

Proceeds – majority-owned subsidiary common stock - Committed Equity Facility

Proceeds – exercise of Series Z warrants

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

Proceeds – majority-owned subsidiary common stock - At-The-Market Facility

Proceeds – exercise of stock options

1 unchanged sentence

Proceeds – majority-owned subsidiary common stock – Employee Stock Purchase Plan

Proceeds – exercise of stock options issued under equity plan of majority owned subsidiary

Purchase Treasury Stock – payment of employee payroll tax obligation in connection with stock-based compensation

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accompanying notes to the unaudited condensed consolidated financial statements.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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of the Business

Inc and Subsidiaries, referred to herein as “PAVmed” or the “Company,” is comprised of PAVmed Inc.

and Subsidiaries, referred to herein as “PAVmed” or the “Company,” is comprised of PAVmed Inc.

and its wholly-owned

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(“Veris Health” or “Veris”).

Company is organized to advance a broad pipeline of innovative medical technologies from concept to commercialization, employing a business

model focused on capital efficiency and speed to market.

The Company’s activities have focused on advancing the lead products towards

regulatory approval and commercialization, protecting its intellectual property, and building its corporate infrastructure and management

Company’s current operational activities are principally focused on the commercialization of EsoGuard, CarpX and Veris Solar, while

its development activities are focused on pursuing FDA approval and clearance of other lead products in our product portfolio pipeline,

including EsoGuard IVD, PortIO, EsoCure and digital health technologies acquired by the Company’s majority-owned subsidiary Veris

ability of the Company to generate revenue depends upon the Company’s ability to successfully advance the commercialization of

EsoGuard, CarpX, and Veris Solar while also completing the development and the necessary regulatory approvals of its other products and

There are no assurances, however, the Company will be able to obtain an adequate level of financial resources required for

the long-term commercialization and development of its products and services.

PAVmed is a diversified commercial-stage

medical technology company operating in the medical device, diagnostics, and digital health sectors, including through its majority-owned

subsidiaries Lucid Diagnostics, a commercial-stage cancer prevention diagnostics company, and Veris Health, a private digital health company

focused on enhanced personalized cancer care.

The Company’s current central focus is on the commercialization of Lucid’s EsoGuard

assay and Veris Health’s Veris Cancer Care Platform.

As resources permit, we will continue to explore internal and external innovations

that fulfill our project selection criteria without limiting ourselves to any target specialty or condition.

Company has financed its operations principally through public and private issuances of its common stock, preferred stock, common stock

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as of the date hereof and other debt and equity committed sources of financing, the Company expects to be able to fund its operations

and meet its financial obligations as they become due for the one year period from the date of the issue of the Company’s unaudited

condensed consolidated financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended September

for one year from the date of the issue of the Company’s consolidated financial statements included herein in the Company’s

Quarterly Report on Form 10-Q for the period ended March 31, 2023.

2 — Summary of Significant Accounting Policies

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

December 31, 2021 as filed with the SEC on April 6, 2022, except as otherwise noted herein below.

December 31, 2022 as filed with the SEC on March 14, 2023, except as otherwise noted herein below.

of Presentation

accompanying unaudited condensed consolidated financial statements of PAVmed Inc.

and Subsidiaries have been prepared in accordance with

accompanying unaudited condensed consolidated financial statements of PAVmed and its subsidiaries have been prepared in accordance with

accounting principles generally accepted in the United States of America (“U.S.

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a majority-ownership interest and has controlling financial interest in each of:

Lucid Diagnostics Inc., Veris Health Inc., and Solys

Diagnostics 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 majority-owned subsidiary.

15, Noncontrolling Interest , for a discussion of each of the majority-owned subsidiaries noted above.

The Company manages its

operations as a single operating segment for the purposes of assessing performance and making operating decisions.

As permitted under SEC rules, certain

footnotes or other financial information normally required by U.S.

Lucid Diagnostics and 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 majority-owned subsidiary.

See Note 15, Noncontrolling Interest , for a discussion

of each of the majority-owned subsidiaries noted above.

The Company manages its operations as a single operating segment for the purposes

of assessing performance and making operating decisions.

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

GAAP have been condensed or omitted.

The balance sheet as of December

31, 2021 has been derived from audited consolidated financial statements at such date.

The accompanying unaudited condensed consolidated

financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the

opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair presentation of

the Company’s unaudited condensed consolidated financial information.

The balance sheet as of December 31, 2022 has been derived from audited consolidated financial statements at such date.

The accompanying

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

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

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

2 — Summary of Significant Accounting Policies - continued

consolidated results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the consolidated

results to be expected for the year ending December 31, 2022 or for any other interim period or for any other future periods.

consolidated results of operations for the three months ended March 31, 2023 are not necessarily indicative of the consolidated results

to be expected for the year ending December 31, 2023 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 PAVmed Inc and Subsidiaries audited consolidated financial statements and related notes thereto as of and for

the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 6, 2022.

in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended

December 31, 2022 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 14, 2023.

amounts in the accompanying unaudited condensed consolidated financial statements and these notes thereto are presented in thousands

of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts.

Reclassifications

Certain prior-year amounts

have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating

expenses on the statements of operations, in the unaudited condensed consolidated financial statements and accompanying notes to the

unaudited condensed consolidated financial statements.

The impact of the reclassifications made to prior year amounts is not

material and did not affect net loss.

preparing the unaudited condensed consolidated financial statements in conformity with U.S.

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may be affected by changes in these estimates.

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

significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC

842, wherein, if the contractual arrangement:

involves the use of a distinct identified asset;

provides for the right to substantially

all the economic benefits from the use of the asset throughout the contractual period;

and provides for the right to direct the use of

A lease agreement is accounted for as either a finance lease (generally with respect real estate) or an operating lease (generally

with respect to equipment).

Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date

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

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

its contractual obligation to make lease payments.

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

of the future lease payments plus initial direct costs incurred.

The Company recognizes lease expense of the amortization of the lease

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

and for financing leases on a straight-line basis unless

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

The operating ROU asset also includes any lease incentives received

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

For improvements to leased property that are lessor-owned,

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

the life of the lease.

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

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

method for financing leases.

leases may include options to extend or terminate the agreement.

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

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

As well, an option to terminate is considered unless it

is reasonably certain the Company will not exercise the option.

The Company elected the practical expedient to not recognize a lease

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

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

The Company’s leases with a commencement

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

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

2 — Summary of Significant Accounting Policies - continued

Value Option (“FVO”) Election

a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred

to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred

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

as discussed below.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative

and Hedging , (“ASC 815”), a financial instrument containing embedded features and /or options may be required to be bifurcated

from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or

liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair

value as of each reporting period balance sheet date.

Alternatively,

FASB ASC Topic 825, Financial Instruments , (“ASC 825”) provides for the “fair value option” (“FVO”)

In this regard, ASC 825-10-15-4 provides for the FVO election (to the extent not otherwise prohibited by ASC 825-10-15-5) to

be afforded to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction

issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the

estimated fair value recognized as other income (expense) in the statement of operations.

The estimated fair value adjustment of the

April 2022 Senior Convertible Note is presented in a single line item within other income (expense) in the accompanying unaudited condensed

consolidated statement of operations (as provided for by ASC 825-10-50-30(b)).

Further, as required by ASC 825-10-45-5, to the extent

a portion of the fair value adjustment is attributed to a change in the instrument-specific credit risk, such portion would be recognized

as a component of other comprehensive income (“OCI”) (for which there was no such adjustment with respect to the April 2022

Senior Convertible Note or the September 2022 Senior Convertible Note).

Note 10, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 11, Debt , for a discussion

of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note.

are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects

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Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party

insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal

insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party

legal entity.

To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue

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supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year.

Note 2 — Summary of Significant Accounting

Policies - continued

2 — Summary of Significant Accounting Policies - continued

price —The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring

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

consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled

in exchange for the promised goods or services.

The Company limits the amount of variable consideration included in the transaction price to the unconstrained

portion of such consideration.

In other words, the Company recognizes revenue up to the amount of variable consideration that is not

subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional

payments or refunds is subsequently resolved.

the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it

will be entitled in exchange for the promised goods or services.

The Company limits the amount of variable consideration included in

the transaction price to the unconstrained portion of such consideration.

In other words, the Company recognizes revenue up to the amount

of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated

with the additional payments or refunds is subsequently resolved.

the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates

of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider.

As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant

reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently

Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated

expected variable consideration, with the change in estimate recognized in the period of such revised estimate.

With respect to a contracted

service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with

realization of such fixed consideration deemed probable based upon actual historical experience.

of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare

As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until

additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved.

Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected

variable consideration, with the change in estimate recognized in the period of such revised estimate.

With respect to a contracted service

arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization

of such fixed consideration deemed probable based upon actual historical experience.

transaction price —The transaction price is allocated entirely to the performance obligation contained within the contract with

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inception, the Company expects the collection cycle to be one year or less.

Value Option (“FVO”) Election

a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred

to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred

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

as discussed below.

a Securities Purchase Agreement dated March 13, 2023, Lucid Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023,

referred to herein as the “Lucid March 2023 Senior Convertible Note”, which is accounted under the “fair value option

election” as discussed below.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative

and Hedging , (“ASC 815”), a financial instrument containing embedded features and/or options may be required to be bifurcated

from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or

liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair

value as of each reporting period balance sheet date.

Alternatively,

FASB ASC Topic 825, Financial Instruments , (“ASC 825”) provides for the “fair value option” (“FVO”)

In this regard, ASC 825-10-15-4 provides for the FVO election (to the extent not otherwise prohibited by ASC 825-10-15-5) to

be afforded to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction

issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the

estimated fair value recognized as other income (expense) in the statement of operations.

The estimated fair value adjustment of the

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

in a single line item within other income (expense) in the accompanying unaudited condensed consolidated statement of operations (as

provided for by ASC 825-10-50-30(b)).

Further, as required by ASC 825-10-45-5, to the extent a portion of the fair value adjustment is

attributed to a change in the instrument-specific credit risk, such portion would be recognized as a component of other comprehensive

income (“OCI”) (for which there was no such adjustment with respect to the April 2022 Senior Convertible Note, the September

2022 Senior Convertible Note or the Lucid March 2023 Senior Convertible Note).

Note 10, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 11, Debt , for a discussion

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

Reclassifications

prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within

operating expenses on the statements of operations, in the unaudited condensed consolidated financial statements and accompanying notes

to the unaudited condensed consolidated financial statements.

The impact of the reclassifications made to prior year amounts is not material

and did not affect net loss.

Adopted Accounting Pronouncements

June 2016, the FASB issued Accounting Standards Update (“ASU”) No.

2016-13, Financial Instruments-Credit Losses (Topic In June

2016, the FASB issued Accounting Standards Update (“ASU”) No.

2016-13, Financial Instruments-Credit Losses (Topic 326):

of Credit Losses on Financial Instruments.

The updated guidance requires companies to measure all expected credit losses for financial

instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.

replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables.

The guidance was adopted by the Company on January 1, 2023.

The adoption of the ASU did not have an impact on the Company’s unaudited

condensed consolidated financial statements.

3 — Revenue from Contracts with Customers

Commercialization Agreement

Company, through its majority-owned subsidiary, Lucid Diagnostics Inc., entered into the EsoGuard Commercialization Agreement, dated

August 1, 2021, with its former commercial laboratory service provider,

ResearchDx Inc.

Company, through its majority-owned subsidiary, Lucid Diagnostics, entered into the EsoGuard Commercialization Agreement, dated August

1, 2021, with its former commercial laboratory service provider, ResearchDx Inc.

(“RDx”), an unrelated third-party.

The EsoGuard Commercialization Agreement was on a month-to-month basis,

and was terminated on February 25, 2022 upon the execution of an asset purchase agreement (“APA”) dated February 25, 2022,

between LucidDx Labs Inc.

(a wholly-owned subsidiary of Lucid Diagnostics Inc.) and RDx, with such agreement further discussed in Note

5 , Asset Purchase Agreement and Management Services Agreement.

the three months and nine months ended September 30, 2022, the Company recognized total revenue of $ 76 and $ 265 , respectively.

three month period ended September 30, 2022, the Company recognized revenue resulting from the delivery of patient EsoGuard test results

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

to the unconstrained portion of the variable consideration as the Company did not estimate expected variable consideration given the lack

of historical experience and objective reliable actual reimbursement data.

In addition to the revenue recognized during the three month

period ended September 30, 2022, the Company’s revenue for the nine month period ended September 30, 2022 includes $ 189 of revenue

recognized under the EsoGuard Commercialization Agreement, which represented the minimum fixed monthly fee of $ 100 for the period January

1, 2022 to the February 25, 2022 termination date as discussed above.

The monthly fee was deemed to be collectible for such period as

RDx has timely paid the applicable respective monthly fee.

In the three and nine months ended September 30, 2021, the Company recognized

total revenue of $ 200 and $ 200 , respectively, under the EsoGuard Commercialization Agreement.

cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs

related to the EsoCheck cell collection device, cell sample mailing kits and license royalties.

the three months ended September 30, 2022, the cost of revenue was $ 1,626

and was primarily related to costs for our laboratory operations and EsoCheck device supplies.

For the nine months ended September

30, 2022, the cost of revenue was $ 1,996 ,

including $ 369

reflecting costs attributable to delivering the services under the EsoGuard Commercialization Agreement for the period January 1,

2022 to February 25, 2022 .

In the three and nine months ended September 30, 2021, the cost of revenue was $ 144 and $ 144 , respectively, which

solely related to the EsoGuard Commercialization Agreement.

Commercialization Agreement was on a month-to-month basis, and was terminated on February 25, 2022 upon the execution of an asset purchase

agreement (“APA”) dated February 25, 2022, between LucidDx Labs Inc.

(a wholly-owned subsidiary of Lucid Diagnostics) and

RDx, with such agreement further discussed in Note 5 , Asset Purchase Agreement and Management Services Agreement.

the three months ended March 31, 2023 and March 31, 2022, the Company recognized total revenue of $ 446 and $ 189 , respectively.

the three months ended March 31, 2023 the Company recognized revenue of $ 446 , resulting from the delivery of patient EsoGuard test

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

portion of the variable consideration.

The Company’s revenue for the three months ended March 31, 2022 was $ 189 , which solely reflects

the revenue recognized under the EsoGuard Commercialization Agreement, which represented the minimum fixed monthly fee of $ 100 for the

period January 1, 2022 to the February 25, 2022 termination date as discussed above.

The monthly fee was deemed to be collectible for

such period as RDx has timely paid the applicable respective monthly fee.

cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated

with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties.

the three months ended March 31, 2023, the cost of revenue was $ 1,346 and was primarily related to costs for our laboratory operations

and EsoCheck device supplies.

The Company’s cost of revenue for the three months ended March 31, 2022 was $ 369 , which solely reflects

the costs attributable to delivering the services under the EsoGuard Commercialization Agreement for the period January 1, 2022 to February

4 — Related Party Transactions

4 unchanged sentences

The expenses incurred with respect

to the Amended CWRU License Agreement and the three Physician Inventors, as classified in the accompanying consolidated statement of

operations for the periods indicated are summarized as follows:

Schedule of Incurred Expenses of Minority Shareholders

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of Revenue

CWRU – Royalty Fee

to the Amended CWRU License Agreement and the three Physician Inventors, as classified in the accompanying unaudited condensed consolidated

statement of operations for the periods indicated are summarized as follows:

of Incurred Expenses of Minority Shareholders

Three Months Ended March 31,

Cost of Revenue

CWRU – Royalty Fees

General and Administrative Expense

CWRU – License Agreement - Amendment Fee - Milestone III

Stock-based compensation expense – Physician Inventors’ restricted stock awards

5 unchanged sentences

Total Related Party Expenses

4 — Related Party Transactions - continued

Note 12, Stock-Based Compensation , for information regarding each of the “PAVmed Inc.

5 unchanged sentences

Related Party Transactions

Diagnostics Inc.

previously entered into a consulting agreement with Stanley N.

Lapidus, effective June 2020 with such consulting agreement

providing for compensation on a contractual rate per hour for consulting services provided.

In July 2021, Mr.

Lapidus was appointed as

Vice Chairman of the Board of Directors of Lucid Diagnostics Inc.

Lucid Diagnostics Inc.

recognized general and administrative expense

of $ 8 and $ 21 in the three and nine months ended September 30, 2021 in connection with the consulting agreement.

June 2021, Veris Health Inc.

entered into a consulting agreement with Andrew Thoreson, M.D.

June 2021, Veris Health entered into a consulting agreement with Andrew Thoreson, M.D.

which provides for compensation on a contractual

1 unchanged sentence

Thoreson holds a partial ownership interest in the legal entity which holds a minority

interest in Veris Health Inc.

Veris Health Inc.

recognized general and administrative expense of $ 8 and $ 45 in the three and nine months

ended September 30, 2022 in connection with the consulting agreement.

interest in Veris Health.

Veris Health recognized general and administrative expense of $ 5 and $ 25 in the three months ended March 31,

2023 and 2022, respectively, in connection with the consulting agreement.

5 — Asset Purchase Agreement and Management Services Agreement

Purchase Agreement - ResearchDx Inc.

Labs Inc., a wholly-owned subsidiary of Lucid Diagnostics Inc., entered into an asset purchase agreement (“APA”) dated February

Purchase Agreement and Management Services Agreement - ResearchDx Inc.

Labs, a wholly-owned subsidiary of Lucid Diagnostics, entered into an asset purchase agreement (“APA”) dated February

25, 2022, with ResearchDx, Inc.

(“RDx”), an unrelated third-party (“APA-RDx”).

Under the APA-RDx, LucidDx Labs

acquired certain assets from RDx which were combined with LucidDx Labs Inc.

purchased and leased property and equipment to establish

Under the APA-RDx, LucidDx

Labs acquired certain assets from RDx which were combined with LucidDx Labs purchased and leased property and equipment to establish

a Company-owned Commercial Lab Improvements Act (“CLIA”) certified, College of American Pathologists (“CAP”)

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next generation sequencing (“NGS”) and specimen storage.

Prior to February 25, 2022, RDx provided such laboratory services

at its owned CLIA-certified, CAP-accredited clinical laboratory.

Prior to February 25, 2022, RDx provided such laboratory

services at its owned CLIA-certified, CAP-accredited clinical laboratory.

In connection with the execution and delivery of the

APA-RDx, LucidDx Labs and RDx entered into a separate management services agreement (“MSA-RDx”), dated and

effective February 25, 2022, pursuant to which RDx provided certain testing and related services for the Laboratory.

total purchase price consideration payable under the APA-RDx is a face value of $ 3,200 comprised of three contractually specified periodic

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discussed in Note 8, Intangible Assets, net.

In the three and nine months ended September 30, 2022, a total of $ 1,000 and $ 3,200 ,

respectively, of cash was paid with respect to the periodic payments.

Additionally,

the APA-RDx requires the Company to pay a total of $ 3,000 to be paid as twelve (12) equal installment payments commencing May 25, 2022

and then on each three month anniversary thereof, inclusive of a final installment payment on February 25, 2025, with such installment

payments recognized as current period expense as incurred.

In the three and nine months ended September 30, 2022, as provided for in

the APA-RDx, installment payments were settled with the issuances of 82,618 and 199,989 shares of common stock of Lucid Diagnostics Inc.,

with such shares having fair values of $ 188 and $ 427 , respectively, (with the fair value measured as the quoted closing price on the

dates the shares were issued), which was recognized as a current period expense included in general and administrative expenses in the

accompanying unaudited condensed consolidated statement of operations.

APA-RDx provides for each of an acceleration and a cancellation of the remaining unpaid installment payments, summarized as follows:

payment of the remaining unpaid installment payments will be accelerated as immediately due and payable as of the date the “MSA-RDx”

(as such agreement is discussed below) is either terminated by LucidDx Labs Inc.

without cause or if it is terminated by mutual agreement

between LucidDx Labs Inc.

payment of the remaining unpaid installment payments will be cancelled if the MSA-RDx is terminated by LucidDx Labs Inc.

defined as the occurrence of any one of:

(i) a material breach by RDx which is not cured within thirty days of LucidDx Labs Inc.

written notice;

(ii) RDx becomes insolvent and /or bankrupt;

or (ii) RDx fails to comply with applicable statutes, is barred from

participating in federal health care programs, or by action of changes in law or regulation, or by action of judicial interpretation

of law, or by judicial civil proceedings decisions.

Services Agreement - Research Dx Inc

and RDx entered into a separate management services agreement (“MSA-RDx”), dated and effective February 25, 2022,

with such agreement having a term of three years commencing on the agreement’s effective date, and an initial fee of $ 150 per quarter.

The MSA-RDx provides for the cancellation of the remaining unpaid installment payments upon termination of the MSA-RDx for any reason

or no reason by either party thereto.

of Management Services Agreement and Modification of Other Payment Obligations - ResearchDx Inc

February 14, 2023, Lucid Diagnostics and LucidDx Labs entered into an agreement (the “MSA Termination Agreement”) with RDx,

pursuant to which the parties mutually agreed to terminate the MSA-RDx without cause.

The termination

was effective as February 10, 2023.

Until the termination of the management service agreement with RDx, RDx had continued to provide

certain testing and related services for the Laboratory in accordance with the terms of the MSA-RDx.

MSA Termination Agreement reduces the remaining amounts of the earnout payments and management fees due under the APA-RDx and the MSA-RDx to $ 713 .

The payment was satisfied through the issuance of 553,436 shares of Lucid Diagnostics’ common

stock in February 2023.

Lucid Diagnostics was not required to make any cash payments in connection with the termination.

6 — Prepaid Expenses, Deposits, and Other Current Assets

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

Schedule of Prepaid Expenses and Other Current Assets

September 30, 2022

of Prepaid Expenses and Other Current Assets

March 31, 2023

December 31, 2022

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EsoGuard mailer supplies

CarpX devices

Veris Box supplies

Total prepaid expenses, deposits and other current assets

the nine months ended September 30, 2022, the Company entered into additional lease agreements that have commenced and are classified

the three months ended March 31, 2023, the Company entered into additional lease agreements that have commenced and are classified

as operating leases and short-term leases, including for each of:

a research and development facility;

a commercial clinical laboratory;

additional Lucid Test Centers;

and for office space.

Company’s future lease payments as of September 30, 2022, which are presented as operating lease liabilities, current portion and

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

Schedule of Future Minimum Lease Payments for Capital Leases

principal corporate offices and additional Lucid Test Centers.

Company’s future lease payments as of March 31, 2023, which are presented as operating lease liabilities, current portion

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

Schedule of Future Lease Payments

2023 (remainder of year)

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

Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases

Nine Months Ended September 30,

Schedule of Supplemental Cash Flow Information Related to Cash and Non-cash Activities with Leases

Three Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities

4 unchanged sentences

Weighted-average discount rate - operating leases

of September 30, 2022, the Company’s right-of-use assets from operating leases are $ 3,079 , which are reporting in right-of-use

assets - operating leases in the unaudited condensed consolidated balance sheets.

As of September 30, 2022, the Company has outstanding

operating lease obligations of $ 3,025 , of which $ 1,027 is reported in operating lease liabilities, current portion and $ 1,998 is reporting

of March 31, 2023 and December 31, 2022, the Company’s right-of-use assets from operating leases were $ 5,171 and $ 3,037 , respectively,

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

As of March 31,

2023 and December 31, 2022, the Company had outstanding operating lease obligations of $ 5,200 and $ 2,987 , respectively, of which $ 1,264

and $ 1,141 , respectively, are reported in operating lease liabilities, current portion and $ 3,936 and $ 1,846 , respectively, are reported

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

did not have operating leases as of December 31, 2021.

The Company calculates its incremental borrowing rates for specific lease terms,

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

Note 7 — Leases - continued

In September 2022,

the Company entered into a lease agreement for its principal

corporate offices, in New York, New York.

The lease agreement term is from the September 15, 2022 execution date to the date which is

seven years and eight months from the lease commencement date, with the rent abated for the first eight months of the lease term .

anticipated lease commencement date is dependent upon the completion of leasehold improvements, which, as of September 30, 2022, is currently

expected to be no later than March 31, 2023.

The aggregate (undiscounted) rent payments are approximately $ 3.2

million over the lease term.

calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the financing

terms the Company would likely receive on the open market.

September 2022, the Company entered into a lease agreement for its principal corporate offices, in New York, New York.

The lease agreement

term is from the September 15, 2022 execution date to the date which is seven years and eight months from the lease commencement date,

with the rent abated for the first eight months of the lease term .

The lease commenced on February 1, 2023.

The aggregate (undiscounted)

rent payments are approximately $ 3.2 million over the lease term.

8 — Intangible Assets, net

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

Schedule of Intangible Assets Accumulated Amortization

of Intangible Assets, Less Accumulated Amortization

Estimated Useful Life

September 30, 2022

December 31, 2021

Defensive asset

3 unchanged sentences

Intangible Assets, net

defensive technology intangible asset was recognized upon its acquisition of CapNostics, LLC, an unrelated third-party, for total purchase

defensive technology intangible asset was recognized upon its acquisition of CapNostics, an unrelated third-party, for total purchase

consideration paid on the October 5, 2021 acquisition date of approximately $ 2.1 million in cash.

The CapNostics LLC transaction was

accounted for as an asset acquisition, resulting in the recognition of the defensive technology intangible asset.

The defensive technology

intangible asset is being amortized on a straight-line basis over an expected useful life 60 months commencing on the acquisition date.

The CapNostics transaction was accounted

for as an asset acquisition, resulting in the recognition of the defensive technology intangible asset.

The defensive technology intangible

asset is being amortized on a straight-line basis over an expected useful life 60 months commencing on the acquisition date.

intangible assets recognized under the APA-RDx are the laboratory licenses and certifications, inclusive of a CLIA certification, CAP

3 unchanged sentences

twenty-four months commencing on the APA-RDx February 25, 2022 transaction date.

expense of the intangible assets discussed above was $ 505 and $ 17 for the three month periods ended September 30, 2022 and 2021, respectively,

and $ 1,278 and $ 23 for the nine month periods ended September 30, 2022 and 2021, respectively, and is included in general and administrative

expenses in the accompanying unaudited condensed consolidated statements of operations.

As of September 30, 2022, the estimated future

amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years

is as follows:

expense of the intangible assets discussed above was $ 505 and $ 123 for the periods ended March 31, 2023 and 2022, respectively,

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

As of March 31, 2023, the estimated future amortization expense associated with the Company’s finite-lived intangible assets

for each of the five succeeding fiscal years is as follows:

Schedule of Estimated Amortization Expense for Intangible Assets

1 unchanged sentence

9 — Commitment and Contingencies

Court of Chancery Complaint

November 2, 2020, a stockholder of the Company, on behalf of himself and other similarly situated stockholders, filed a complaint in

the Delaware Court of Chancery alleging broker non-votes were not properly counted in accordance with the Company’s bylaws at

the Company’s Annual Meeting of Stockholders on July 24, 2020, and, as a result, asserted certain matters deemed to have been

approved were not so approved (including matters relating to the increase in the size of the PAVmed Inc.

2014 Long-Term Incentive

Equity Plan and the PAVmed Inc.

Employee Stock Purchase Plan).

The relief sought under the complaint included certain corrective

actions by the Company, but did not seek any specific monetary damages.

The Company did not believe it was clear the prior approval

of these matters was invalid or otherwise ineffective.

However, to avoid any uncertainty and the expense of further litigation, on

January 5, 2021, the Company’s board of directors determined it would be advisable and in the best interests of the Company

and its stockholders to re-submit these proposals to the Company’s stockholders for ratification and/or approval.

regard, the Company held a special meeting of stockholders on March 4, 2021, at which such matters were ratified and approved.

parties reached agreement on a Settlement Term Sheet Agreement, dated January 28, 2021, to settle the complaint, the

terms of which did not contemplate payment of monetary damages to the putative class in the proceeding.

In connection with the

foregoing, on August 3, 2022, the parties agreed that plaintiff’s counsel would not seek an award from the Court in excess of

$ 450 , to be paid by

the Company, upon Court approval, as compensation for the benefits conferred by the settlement, and the Company would not object to

an award of up to such maximum amount.

The settlement and a plaintiff’s fee award of $ 450

were approved by the Court on November 3, 2022.

Such award shall become payable within 10 days of December 2, 2022, assuming no

appeal is filed prior to such date.

As of September 30, 2022, the Company has fully accrued for this settlement, which is included

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

Investments, Inc.

/ Benchmark Investments LLC

December 23, 2020, Benchmark Investments, Inc.

filed a complaint against the Company in the U.S.

District Court of the Southern

District of New York alleging the registered direct offerings of shares of common stock of the Company completed in December 2020

were in violation of provisions set forth in an engagement letter between the Company and Kingswood Capital Markets, a

“division” of Benchmark Investments, Inc.

On December 16, 2021, the court granted PAVmed’s motion to dismiss the

case for lack of subject matter jurisdiction.

On February 7, 2022, Benchmark Investments LLC, which claimed to be a successor to

Benchmark Investments, Inc., filed a new complaint in the Supreme Court of the State of New York, New York County, asserting claims

similar to those in the federal action, and adding to its allegations that financings conducted by the Company in January 2021 and

February 2021 also violated the Company’s engagement letter with Kingswood Capital Markets.

The Company disagrees with the

allegations set forth in the complaint and intends to vigorously contest the complaint.

the ordinary course of our business, particularly as it begins commercialization of its products, the Company may be subject to certain

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.

Except as otherwise noted herein, the Company does not believe it is currently a party to any other pending legal proceedings.

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.

The Company does not believe it is currently a party to any pending legal proceedings.

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.

10 — Financial Instruments Fair Value Measurements

Fair Value Measurements

fair value hierarchy table for the reporting date noted is as follows:

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

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

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

September 30, 2022

Fair Value Measurement on a Recurring Basis at Reporting

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

March 31, 2023

Senior Secured Convertible Note - April 2022

Senior Secured Convertible Note - September 2022

noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items,

Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs.

There were no transfers

between the respective Levels during the period ended September 30, 2022.

10 — Financial Instruments Fair Value Measurements - continued

Lucid Senior Secured Convertible Note - March 2023

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

December 31, 2022

Senior Secured Convertible Note - April 2022

Senior Secured Convertible Note - September 2022

1 There were no transfers between the respective

Levels during the period ended March 31, 2023.

discussed in Note 11, Debt , the Company issued Senior Secured Convertible Notes dated April 4, 2022 and September 8, 2022, with

4 unchanged sentences

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

discussed in Note 11, Debt, Lucid Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023, with an initial $ 11.1

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

This convertible note is also accounted for under

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

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

estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs

3 unchanged sentences

dated volatilities) inputs.

estimated fair value of the April 2022 Senior Convertible Note as of each of April 4, 2022 and September 30, 2022, and the estimated

fair value of the September 2022 Senior Convertible Note as of each of September 8, 2022 and September 30, 2022 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:

estimated fair value of the Lucid March 2023 Senior Convertible Note as of each of March 21, 2023 and March 31, 2023, and the

estimated fair value of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note as of March 31, 2023,

were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a

required rate-of-return, using the following assumptions:

Schedule of Fair Value Assumption Used

April 2022 Senior Convertible Note:

April 4, 2022

September 2022 Senior Convertible Note:

September 8, 2022

April 2022 Senior Convertible Note:

September 30, 2022

March 31, 2023

September 2022 Senior Convertible Note:

September 30, 2022

March 31, 2023

Lucid March 2023 Senior Convertible Note:

March 21, 2023

Lucid March 2023 Senior Convertible Note:

March 31, 2023

Face value principal payable

5 unchanged sentences

Dividend yield

estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed above),

in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models.

The estimated

fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s

common stock price, the Company’s dividend yield, the risk-free rates based on U.S.

Treasury security yields, and certain other

Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price.

in these assumptions can materially affect the estimated fair values.

10 — Financial Instruments Fair Value Measurements - continued

estimated fair values reported utilized the Company’s and Lucid’s common stock prices along with certain Level 3 inputs

(as discussed in the table above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or

Black-Scholes valuation models.

The estimated fair values are subjective and are affected by changes in inputs to the valuation

models and analyses, including the Company’s and Lucid’s common stock prices, the Company’s and Lucid’s

dividend yields, the risk-free rates based on U.S.

Treasury security yields, and certain other Level-3 inputs including, assumptions

regarding the estimated volatility in the value of the Company’s and Lucid’s common stock prices.

Changes in these

assumptions can materially affect the estimated fair values.

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

Summary of Outstanding Debt

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

April 2022 Senior Convertible Note

April 4, 2024

September 2022 Senior Convertible Note

September 6, 2024

Lucid March 2023 Senior Convertible Note

March 21, 2025

Balance as of March 31, 2023

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

April 2022 Senior Convertible Note

April 4, 2024

September 2022 Senior Convertible Note

September 6, 2024

Balance as of December 31, 2022

changes in the fair value of debt during the three months ended March 31, 2023 is as follows:

Schedule of Changes in Fair Value Of Debt

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Lucid March 2023 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair Value - December 31, 2022

Fair Value Beginning Balance

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at March 31, 2023

Fair Value Ending Balance

Other Income (Expense) - Change in fair value – three months ended March 31, 2023

- Senior Secured Convertible Notes

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

4 unchanged sentences

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

the SPA dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April

2022 Senior Convertible Note”, with such note having a $ 27.5 million face value principal, a 7.875 % annual stated interest rate,

a contractual conversion price of $ 5.00 per share of the Company’s common stock (subject to standard adjustments in the event of

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

April 4, 2024.

The April 2022 Senior Convertible Note may be converted into shares of common stock of the Company at the Holder’s

the SPA, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior

Convertible Note”, with such note having a $ 27.5 million face value principal, a 7.875 % annual stated interest rate, a contractual

conversion price of $ 5.00 per share of the Company’s common stock (subject to standard adjustments in the event of any stock split,

stock dividend, stock combination, recapitalization or other similar transaction), and a contractual maturity date of April 4, 2024 .

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

Debt - continued

the same SPA, the Company issued an additional Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September

4 unchanged sentences

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

11 — Debt - continued

April 2022 Senior Convertible Note proceeds were $ 25.0 million after deducting a $ 2.5 million lender fee;

and additionally, the Company

incurred total offering costs of approximately $ 601 , inclusive of the payment of a total of $ 450 placement agent fees.

The lender fee

and offering costs were recognized as of the April 4, 2022 issue date as a current period expense in other income (expense) in the consolidated

statement of operations.

September 2022 Senior Convertible Note proceeds were $ 10.2 million after deducting a $ 1.0 million lender fee;

and additionally, the Company

incurred total offering costs of approximately $ 209 , inclusive of the payment of a total of $ 184 placement agent fees.

The lender fee

and offering costs were recognized as of the September 8, 2022 issue date as a current period expense in other income (expense) in the

consolidated statement of operations.

the period from April 4, 2022 to October 3, 2022, the Company is required to pay interest expense only (on the $ 27.5 million face value

principal), at 7.875 % per annum, computed on a 360 day year.

The Company paid in cash interest expense of approximately $ 481 and $ 1,005

for the three and nine month periods ended September 30, 2022, respectively;

and approximately $ 153 subsequent to September 30, 2022

as of November 10, 2022 .

the period from September 8, 2022 to March 6, 2023, the Company is required to pay interest expense only (on the $11.25

million face value principal), at 7.875 %

per annum, computed on a 360 day year.

The Company paid in cash interest expense of approximately $ 54

for both the three and nine month periods ended September 30, 2022;

and approximately $ 76

subsequent to September 30, 2022 as of November 10, 2022 .

October 4, 2022, and then on each of the successive first and tenth trading day of each month thereafter through to and including April

1, 2024 (each referred to as an “Installment Date”);

and on the April 4, 2024 maturity date, the Company will be required

to make a principal repayment of $ 724 together with accrued interest thereon, with such 38 payments referred to herein as the “Installment

Amount”, settled in shares of common stock of the Company, subject to customary equity conditions, including minimum share price

and volume thresholds, or at the election of the Company, in cash, in whole or in part.

March 6, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including September

1, 2024 (each referred to as an “Installment Date”);

and on the September 6, 2024 maturity date, the Company will be required

to make a principal repayment of $ 296 together with accrued interest thereon, with such 38 payments referred to herein as the “Installment

Amount”, settled in shares of common stock of the Company, subject to customary equity conditions, including minimum share price

and volume thresholds, or at the election of the Company, in cash, in whole or in part.

addition to the Installment Amount repayments, the Holder may elect to accelerate the conversion of future Installment Amount repayments,

and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment

Date conversion price.

to certain conditions being met or waived, from time to time, one or more additional closings may occur, for up to the remaining $ 11.25

million face value principal, upon five trading days’ notice given by the Company to the Investor.

The Investor’s obligation

to purchase the additional notes at each additional closing is subject to certain conditions set forth in the SPA dated March 31, 2022,

including, among others, contractual closing requirements:

minimum price and trading volume thresholds of the Company’s common

the maximum ratio of debt to market capitalization (as defined);

and minimum market capitalization (as defined), with such requirements

being waived by the Investor in its sole discretion.

Additionally,

effective March 31, 2023, the Investor may by written notice elect to require the Company to issue additional notes of up to $ 11.25

million in face value principal, so long as in doing so it would not cause the ratio of (a) the outstanding principal amount of the

April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note (and any additional notes issued under the SPA

dated March 31, 2022), accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market

capitalization over the prior ten trading days, to exceed 25%.

If the Company does not issue the additional notes contemplated by

any such written notice, or if the Investor is unable to deliver any such notice prior to March 31, 2024 as a result of the

limitation described in the preceding sentence, then the Company will be obligated to pay up to a maximum of a $1.35 million a

break-up fee .

payment of all amounts due and payable under both senior convertible notes are guaranteed by the Company and its subsidiaries,

except for Lucid Diagnostics Inc and its subsidiaries;

and the obligations under both senior convertible notes are secured by all of

the assets of the Company and each guarantor, except in the case of the Lucid Diagnostics Inc.

common stock held by PAVmed Inc.

9.99% of Lucid Diagnostics Inc.’s issued and outstanding common stock is pledged to secure the indebtedness of the convertible

Company is subject to certain customary affirmative and negative covenants regarding the rank of the notes, along with the incurrence

of further 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, and transactions with

affiliates, among other customary matters.

11 — Debt - continued

Company is subject to financial covenants requiring:

3 unchanged sentences

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

that such maximum percentage is 50% for the period from September 8, 2022 through March 5, 2023) (the “Debt to Market Cap Ratio

that such maximum percentage was 50% for the period from September 8, 2022 through March 5, 2023) (the “Debt to Market Cap Ratio

and (iii) the Company’s market capitalization to at no time be less than $75 million .

1 unchanged sentence

and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”).

The Company is in compliance with the above

Company and the investor entered into a waiver dated August 9, 2022 whereby the April 2022 Senior Convertible Note was amended to permit

the Investor to convert up to $ 5.0 million of the face value principal of the April 2022 Senior Convertible Note at the then current

conversion price as if the date of conversion were an Installment Date, i.e.

a price per share of common stock equal to the lower of

(i) the fixed conversion price then in effect (currently $ 5.00 ) and (ii) 82.5 % of the average VWAP of the Company’s common stock

for each of the two trading days with the lowest VWAP of the Company’s common stock during the ten consecutive trading day period

ending and including the trading day immediately prior to the applicable conversion date, but in the case of clause (ii), not less than

$ 0.18 per share.

As contemplated by such amendment, in August 2022, approximately $ 4,989 of principal repayments along with approximately

$ 11 of interest expense thereon, were settled through the issuance of 5,013,908 shares of common stock of the Company, with such shares

having a fair value of approximately $ 10,112 (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 $ 5.1 million in the three months ended September

Subsequent to September 30, 2022, as of November 10, 2022, approximately $ 424 of principal repayments along with approximately $ 4 of interest

expense thereon, were settled through the issuance of 500,857 shares of common stock of the Company, with such shares having a fair value

of approximately $536 (with such fair value measured as the respective conversion date quoted closing price of the common stock

of the Company).

fair value and face value principal outstanding of the Senior Convertible Notes as of September 30, 2022 are as follows:

Summary of Outstanding Debt

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

April 2022 Senior Convertible Note

April 4, 2024

September 2022 Senior Convertible Note

September 6, 2024

Balance as of September 30, 2022

Company did not have convertible debt outstanding at December 31, 2021.

During the nine month period ended September 30, 2021, the Company

recognized debt extinguishment losses of approximately $ 3,715 , in connection with repaying-in-full all remaining convertible notes outstanding

From time to time from and after September

8, 2022 through March 12, 2023, the Company was not in compliance with the Financial Tests.

As of March 12, 2023, the Investor agreed

to waive any such non-compliance during such time period and thereafter through May 31, 2023.

the three months ended March 31, 2023, approximately $ 1,501 of principal repayments along with approximately $ 15 of interest expense thereon,

were settled through the issuance of 4,330,643 shares of common stock of the Company, with such shares having a fair value of approximately

$ 2,027 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

conversions resulted in a debt extinguishment loss of $ 0.5 million in the three months ended March 31, 2023.

Subsequent to March 31,

2023, as of May 11, 2023, approximately $ 649 of principal repayments along with approximately $ 13 of interest expense

thereon, were settled through the issuance of 2,183,089 shares of common stock of the Company, with such shares having a fair value of

approximately $ 1,081 (with such fair value measured as the respective conversion date quoted closing price of the common stock of

the Company).

Diagnostics - Senior Secured Convertible Notes

Diagnostics entered into a Securities Purchase Agreement (“Lucid SPA”) dated March 13, 2023, with an accredited institutional

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

agreed to purchase an aggregate of $ 11.1 million face value principal of debt.

The debt was issued in a registered direct offering under

the Lucid’s effective shelf registration statement.

the SPA dated March 13, 2023, Lucid issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “Lucid

March 2023 Senior Convertible Note”, with such note having a $ 11.1 million face value principal, a 7.875 % annual stated interest

rate, a contractual conversion price of $ 5.00 per share of Lucid’s common stock (subject to standard adjustments in the event

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

of March 21, 2025 .

The Lucid March 2023 Senior Convertible Note may be converted into shares of common stock of Lucid at the Holder’s

Lucid March 2023 Senior Convertible Note proceeds were $ 9.925 million after deducting a $ 1.186 million lender fee and offering costs.

The lender fee and offering costs were recognized as of the March 21, 2023 issue date as a current period expense in other income (expense)

in the Company’s unaudited condensed consolidated statement of operations.

the period from March 21, 2023 to September 20, 2023, Lucid is required to pay interest expense only (on the $ 11.1 million face value

principal), at 7.875 % per annum, computed on a 360 day year.

Lucid paid in cash interest expense of $ 24 for the three months ended

March 31, 2023.

September 21, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including

March 14, 2025 (each referred to as an “Installment Date”);

and on the March 21, 2025 maturity date, Lucid will be

required to make a principal repayment of $ 292 together with accrued interest thereon, with such 38 payments referred to herein as the

“Installment Amount”, settled in shares of common stock of Lucid, subject to customary equity conditions, including

minimum share price and volume thresholds, or at the election of Lucid, in cash, in whole or in part.

addition to the Installment Amount repayments, the Holder may elect to accelerate the conversion of future Installment Amount repayments,

and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment

Date conversion price.

payment of all amounts due and payable under this senior convertible note is guaranteed by Lucid’s subsidiaries;

and the obligations

under this senior convertible note are secured by all of the assets of Lucid and its subsidiaries.

is subject to certain customary affirmative and negative covenants regarding the rank of the note, along with the incurrence of further

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, and transactions with affiliates,

among other customary matters.

is subject to financial covenants requiring:

(i) a minimum of $5.0 million of available cash at all times;

(ii) the ratio of (a) the

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

late charges to (b) Lucid’s average market capitalization over the prior ten trading days, as of the last day of any fiscal

quarter commencing with September 30, 2023, to not exceed 30%;

and (iii) Lucid’s market capitalization to at no time be less

than $30 million .

the three months ended March 31, 2023, the Company recognized debt extinguishment losses of approximately $ 525 , in connection with issuing

common stock for principal repayments on convertible debt mentioned above.

During the three months ended March 31, 2022, the Company

did not recognize debt extinguishment losses.

Note 10, Financial Instruments Fair Value Measurements , for a further discussion of fair value assumptions.

1 unchanged sentence

2014 Long-Term Incentive Equity Plan

2014 Long-Term Incentive Equity Plan (the “PAVmed Inc.

2014 Equity Plan”) is designed to enable PAVmed Inc.

offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of PAVmed Inc.

types of awards that may be granted under the PAVmed Inc.

2014 Equity Plan include stock options, stock appreciation rights, restricted

stock, and other stock-based awards subject to limitations under applicable law.

All awards are subject to approval by the PAVmed Inc.

board of directors.

total of 16,352,807 shares of common stock of PAVmed Inc.

are reserved for issuance under the PAVmed Inc.

2014 Equity Plan, with 2,520,927

shares available for grant as of September 30, 2022.

2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”) is designed to enable PAVmed to offer employees,

officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of PAVmed.

The types of awards that

may be granted under the PAVmed 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based

awards subject to limitations under applicable law.

All awards are subject to approval by the PAVmed board of directors.

total of 21,052,807 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 751,778 shares

available for grant as of March 31, 2023.

The share reservation is not diminished by a total of 600,854 PAVmed Inc.

options and restricted stock awards granted outside the PAVmed Inc.

2014 Equity Plan as of September 30, 2022.

stock options

stock options granted under the PAVmed Inc.

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

and restricted stock awards granted outside the PAVmed 2014 Equity Plan as of March 31, 2023.

In January 2023, the number of shares

available for grant was increased by 4,700,000 in accordance with the evergreen provisions of the plan.

12 — Stock-Based Compensation - continued

Stock Options

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

Schedule of Summarizes Information About Stock Options

4 unchanged sentences

Outstanding stock options at December 31, 2022

( 1,542,978 )

Outstanding stock options at September 30, 2022 (3)

Vested and exercisable stock options at September 30, 2022

options granted under the PAVmed Inc.

2014 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters,

with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.

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

common stock on each of September 30, 2022

and December 31, 2021 and the exercise price of the underlying PAVmed Inc.

stock options, to the extent such quoted price is greater

than the exercise price.

outstanding stock options presented in the table above, are inclusive of 500,854 stock options granted outside the PAVmed Inc.

Equity Plan, as of September 30, 2022 and December 31, 2021.

12 — Stock-Based Compensation - continued

Outstanding stock options at March 31, 2023 (3)

Vested and exercisable stock options at March 31, 2023

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

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

contractual term from date-of-grant.

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

stock on each of March 31, 2023 and December 31, 2022 and the exercise price of the

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

outstanding stock options presented in the table above, are inclusive of 500,854 stock options

granted outside the PAVmed 2014 Equity Plan, as of March 31, 2023 and December 31, 2022.

Restricted Stock Awards

restricted stock awards granted under the PAVmed Inc.

2014 Equity Plan and restricted stock awards granted outside such plan are

summarized as follows:

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

Schedule of Restricted Stock Award Activity

2 unchanged sentences

Unvested restricted stock awards as of December 31, 2022 (1)

Unvested restricted stock awards as of September 30, 2022 (1)

unvested restricted stock awards presented in the table above, are inclusive of 100,000 restricted stock awards granted outside the

2014 Equity Plan as of September 30, 2022 and December 31, 2021.

Unvested restricted stock awards as of March 31, 2023

unvested restricted stock awards presented in the table above, are inclusive of 100,000 restricted

stock awards granted outside the PAVmed 2014 Equity Plan as of December 31, 2022.

These 100,000

restricted stock awards were fully vested during the period ended March 31, 2023.

Diagnostics Inc.

1 unchanged sentence

Lucid Diagnostics Inc.

2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc.

2018 Equity Plan”) is separate and apart

from the PAVmed Inc.

2014 Equity Plan discussed above.

The Lucid Diagnostics Inc.

2018 Equity Plan is designed to enable Lucid Diagnostics

to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid

Diagnostics Inc.

The types of awards that may be granted under the Lucid Diagnostics Inc.

2018 Equity Plan include stock options, stock

appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law.

All awards are subject

to approval by the Lucid Diagnostics Inc.

board of directors.

total of 9,144,000 shares of common stock of Lucid Diagnostics Inc.

are reserved for issuance under the Lucid Diagnostics Inc.

Plan, with 3,754,051 shares available for grant as of September 30, 2022.

The share reservation is not diminished by a total of 423,300

stock options and 50,000 restricted stock awards granted outside the Lucid Diagnostics Inc.

2018 Equity Plan, as of September 30, 2022.

Diagnostics Inc.

Stock Options

Diagnostics Inc.

stock options granted under the Lucid Diagnostics Inc.

2018 Equity Plan and stock options granted outside such plan

are summarized as follows:

2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart

from the PAVmed 2014 Equity Plan discussed above.

The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer

employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics.

types of awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights,

restricted stock, and other stock-based awards subject to limitations under applicable law.

All awards are subject to approval by the

Lucid Diagnostics board of directors.

total of 11,644,000 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan,

with 3,834,058 shares available for grant as of March 31, 2023.

The share reservation is not diminished by a total of 423,300 stock

options and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of March 31, 2023.

2023, the number of shares available for grant was increased by 2,500,000 in accordance with the evergreen provisions of the plan.

12 — Stock-Based Compensation - continued

Diagnostics Stock Options

Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized

Schedule of Summarizes Information About Stock Options

4 unchanged sentences

Outstanding stock options at December 31, 2022

Outstanding stock options at September 30, 2022 (3)

Vested and exercisable stock options at September 30, 2022

options granted under the Lucid Diagnostics Inc.

2018 Equity Plan and those granted outside such plan generally vest ratably over

twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.

intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics Inc.

common stock on each of September

30, 2022 and December 31, 2021 and the exercise price of the underlying Lucid Diagnostics Inc.

stock options, to the extent such

quoted price is greater than the exercise price.

outstanding stock options presented in the table above, are inclusive of 423,300 stock options granted outside the Lucid Diagnostics

2018 Equity Plan, as of September 30, 2022 and December 31, 2021.

12 — Stock-Based Compensation - continued

Diagnostics Inc.

Restricted Stock Awards

Diagnostics Inc.

restricted stock awards granted under the Lucid Diagnostics Inc.

2018 Equity Plan and restricted stock awards granted

outside such plan are summarized as follows:

Outstanding stock options at March 31, 2023 (3)

Vested and exercisable stock options at March 31, 2023

options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such

plan generally vest one-third in one year then ratably over the next eight quarters, and

have a ten-year contractual term from date-of-grant.

intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics

common stock on each of March 31, 2023 and December 31, 2022 and the exercise price

of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater

than the exercise price.

outstanding stock options presented in the table above, are inclusive of 423,300 stock options

granted outside the Lucid Diagnostics 2018 Equity Plan, as of March 31, 2023 and December

Diagnostics Restricted Stock Awards

Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside

such plan are summarized as follows:

Schedule of Restricted Stock Award Activity

2 unchanged sentences

Unvested restricted stock awards as of December 31, 2022 (1)

Unvested restricted stock awards as of September 30, 2022 (1)

Unvested restricted stock awards as of March 31, 2023

unvested restricted stock awards presented in the table above, are inclusive of 50,000 restricted

stock awards granted outside the Lucid Diagnostics Inc.

2018 Equity Plan as of September

30, 2022 and December 31, 2021.

January 7, 2022, 320,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted

stock awards having a single vesting date on January 7, 2025, and an aggregate grant date fair value of approximately $ 1.4 million, measured

as the grant date closing price of Lucid Diagnostics Inc.

common stock, with such aggregate estimated fair value recognized as stock-based

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

The restricted

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

stock awards granted outside the Lucid Diagnostics 2018 Equity Plan as of December 31, 2022.

These 50,000 restricted stock awards were fully vested during the period ended March 31,

12 — Stock-Based Compensation - continued

Stock-Based Compensation Expense

consolidated stock-based compensation expense recognized by each of PAVmed Inc.

and Lucid Diagnostics Inc.

for both the PAVmed Inc.

Equity Plan and the Lucid Diagnostics Inc.

2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above,

for the periods indicated, was as follows:

Schedule of Stock-Based Compensation Awards Granted

Three Months Ended

September 30,

Nine Months Ended

September 30,

consolidated stock-based compensation expense recognized by each of PAVmed and Lucid Diagnostics for both the PAVmed 2014 Equity Plan

and the Lucid Diagnostics 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods

indicated, was as follows:

of Stock-Based Compensation Expense

Three Months Ended March 31,

Cost of revenue

3 unchanged sentences

Total stock-based compensation expense

12 — Stock-Based Compensation - continued

Compensation Expense Recognized by Lucid Diagnostics Inc.

Compensation Expense Recognized by Lucid Diagnostics

noted, the consolidated stock-based compensation expense presented above is inclusive of stock-based compensation expense recognized

by Lucid Diagnostics Inc., inclusive of each of:

stock options granted under the PAVmed Inc.

2014 Equity Plan to the three physician

inventors of the intellectual property underlying the CWRU License Agreement (“Physician Inventors”) (as discussed above

in Note 4, Related Party Transactions );

and stock options and restricted stock awards granted to employees of PAVmed Inc.

non-employee consultants under the Lucid Diagnostics Inc.

2018 Equity Plan.

The stock-based compensation expense recognized by Lucid

Diagnostics Inc.

for both the PAVmed Inc.

2014 Equity Plan and the Lucid Diagnostics Inc.

2018 Equity Plan, with respect to stock options

and restricted stock awards as discussed above, for the periods indicated, was as follows:

Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses

Three Months Ended

September 30,

Nine Months Ended

September 30,

Lucid Diagnostics Inc 2018 Equity Plan – cost of revenue

Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses

Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses

Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses

PAVmed Inc 2014 Equity Plan - sales and marketing expenses

PAVmed Inc 2014 Equity Plan - general and administrative expenses

PAVmed Inc 2014 Equity Plan - research and development expenses

Total stock-based compensation expense – recognized by Lucid Diagnostics Inc

Total stock-based compensation expense

by Lucid Diagnostics, inclusive of each of:

stock options granted under the PAVmed 2014 Equity Plan to the three physician inventors

of the intellectual property underlying the CWRU License Agreement (“Physician Inventors”) (as discussed above in Note 4,

Related Party Transactions );

and stock options and restricted stock awards granted to employees of PAVmed and non-employee consultants

under the Lucid Diagnostics 2018 Equity Plan.

The stock-based compensation expense recognized by Lucid Diagnostics for both the PAVmed

2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above,

for the periods indicated, was as follows:

of Stock-Based Compensation Expense Recognized by Lucid Diagnostics

Three Months Ended March 31,

Lucid Diagnostics 2018 Equity Plan – cost of revenue

Lucid Diagnostics 2018 Equity Plan – sales and marketing expenses

Lucid Diagnostics 2018 Equity Plan – general and administrative expenses

Lucid Diagnostics 2018 Equity Plan – research and development expenses

PAVmed 2014 Equity Plan - cost of revenue

PAVmed 2014 Equity Plan - sales and marketing expenses

PAVmed 2014 Equity Plan - general and administrative expenses

PAVmed 2014 Equity Plan - research and development expenses

Total stock-based compensation expense – recognized by Lucid Diagnostics

stock-based compensation expense

12 — Stock-Based Compensation - continued

consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock

options and restricted stock awards issued under each of the PAVmed Inc.

2014 Equity Plan and the Lucid Diagnostics Inc.

Plan, as discussed above, is as follows:

options and restricted stock awards issued under each of the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, as discussed

above, is as follows:

Schedule of Unrecognized Compensation Expense

Weighted Average

Remaining Service

Period (Years)

2014 Equity Plan

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

PAVmed 2014 Equity Plan

Stock Options

Restricted Stock Awards

Lucid Diagnostics Inc.

2018 Equity Plan

Lucid Diagnostics 2018 Equity Plan

Stock Options

Restricted Stock Awards

12 — Stock-Based Compensation - continued

compensation expense recognized with respect to stock options granted under the PAVmed Inc.

2014 Equity Plan was based on a weighted

average estimated fair value of such stock options of $ 1.08 per share and $ 3.47 per share during the periods ended September 30, 2022

and 2021, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

compensation expense recognized with respect to stock options granted under the PAVmed 2014 Equity Plan was based on a weighted average

estimated fair value of such stock options of $ 0.35 per share and $ 1.22 per share during the periods ended March 31, 2023 and 2022,

respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

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

Nine Months Ended

September 30,

Three Months Ended March 31,

Expected term of stock options (in years)

2 unchanged sentences

Expected dividend yield

compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc.

2018 Equity Plan was based on

a weighted average estimated fair value of such stock options of $ 1.61 per share during the period ended September 30, 2022.

The stock-based

compensation was calculated using the following weighted average Black-Scholes valuation model assumptions:

compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted

average estimated fair value of such stock options of $ 0.87 per share and $ 2.95 per share during the periods ended March 31, 2023

and 2022, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

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

Nine Months Ended

September 30,

Three Months Ended March 31,

Expected term of stock options (in years)

2 unchanged sentences

Expected dividend yield

Employee Stock Purchase Plan (“ESPP”)

Employee Stock Purchase Plan (“PAVmed ESPP”)

total of 573,229 shares and 194,240 shares of common stock of the Company were purchased for proceeds of approximately $ 182 and $ 218 ,

on March 31, 2022 and 2021, respectively under the PAVmed Inc Employee Stock Purchase Plan (“PAVmed Inc ESPP”).

191,698 shares and 31,112 shares of common stock of the Company were purchased for proceeds of approximately $ 140 and $ 131 , on September

30, 2022 and 2021, respectively under the PAVmed Inc ESPP.

The September 30, 2022 purchase was settled through the redeployment of treasury

stock, and did not reduce the number of shares available-for-issue under the PAVmed Inc ESPP.

The PAVmed Inc.

ESPP has a total reservation

of 1,750,000 shares of common stock of PAVmed Inc.

of which 931,841 shares are available-for-issue as of September 30, 2022.

Diagnostics, Inc Employee Stock Purchase Plan (“ESPP”)

Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid Diagnostics Inc ESPP”), initial six-month stock purchase period

was April 1, 2022 to September 30, 2022.

A total of 84,030 shares of common stock of Lucid Diagnostics Inc were purchased for proceeds

of approximately $ 109 on September 30, 2022 under the Lucid Diagnostics Inc.

The Lucid Diagnostics Inc.

ESPP has a total reservation

of 500,000 shares of common stock of Lucid Diagnostics Inc.

of which 415,970 shares are available-for-issue as of September 30, 2022.

on March 31, 2023 and 2022, respectively under the PAVmed ESPP.

The March 31, 2023 purchase was partially settled through the redeployment

of 188,846 shares of treasury stock.

The PAVmed ESPP

has a total reserve of 2,000,000 shares of common stock of PAVmed of which 416,914 shares are available for issue as of March 31,

In January 2023, the number of shares available-for-issue was increased by 250,000 in accordance with the evergreen provisions

Diagnostics Inc.

Employee Stock Purchase Plan (“Lucid ESPP”)

total of 231,987 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 276 on March 31, 2023 under

the Lucid ESPP.

The Lucid ESPP has a total reserve of 1,000,000 shares of common stock of Lucid Diagnostics of which 683,983 shares are

available-for-issue as of March 31, 2023.

In January 2023, the number of shares available for issue was increased by 500,000 in

accordance with the evergreen provisions of the plan.

13 — Preferred Stock

of September 30, 2022 and December 31, 2021, there were 1,182,101 and 1,113,919 shares of Series B Convertible Preferred Stock (classified

in permanent equity) issued and outstanding, respectively.

of March 31, 2023 and December 31, 2022, there were 1,229,887 and 1,205,759 shares of PAVmed Series B Convertible Preferred

Stock (classified in permanent equity) issued and outstanding, respectively.

B Convertible Preferred Stock Dividends

Series B Convertible Preferred Stock dividends are 8.0 % per annum based on the $ 3.00 per share stated value of the Series B Convertible

PAVmed Series B Convertible Preferred Stock dividends are 8.0 % per annum based on the $ 3.00 per share stated value of the Series B Convertible

Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s

board of directors, with the dividends earned from April 1, 2018 through October 1, 2021 payable-in-kind (“PIK”) by the issue

of additional shares of Series B Convertible Preferred Stock;

and after October 1, 2021, dividends may be settled, at the election of

the discretion of the board of directors, through any combination of the issue of shares of Series B Convertible Preferred Stock, the

issue shares of common stock of the Company, and /or cash payment.

board of directors.

Such dividends may be settled, at the discretion of the board of directors, through any combination of the issue

of additional shares of Series B Convertible Preferred Stock, the issue shares of common stock of the Company, and/or cash payment.

B Convertible Preferred Stock Dividends Earned

Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed

common stockholders for each of the respective corresponding periods presented in the accompanying unaudited condensed consolidated

statement of operations, inclusive of dividends earned as of each of March 31, 2022, June 30, 2022, and September 30, 2022, of approximately

$ 71 and $ 209 in the three and nine months ended September 30, 2022, respectively.

The prior year unaudited condensed consolidated statement

of operations, inclusive of dividends earned as of each of March 31, 2021, June 30, 2021, and September 30, 2021 of approximately $ 67

and $ 216 in the three and nine months ended September 30, 2021, respectively.

common stockholders for each of the respective corresponding periods presented in the accompanying unaudited condensed consolidated statement

of operations, inclusive of approximately $ 74 of dividends earned in the three months ended March 31, 2023;

and approximately $ 68

of dividends earned in the three months ended March 31, 2022.

B Convertible Preferred Stock Dividends Declared

1 unchanged sentence

the Company’s board of directors.

In this regard, in the nine months ended September 30, 2022, the Company’s board-of-directors

declared Series B Convertible Preferred Stock dividends of an aggregate of approximately $ 204 , inclusive of approximately $ 67 earned

as of December 31, 2021, and approximately $ 68 earned as of March 31, 2022, and approximately $ 69 earned as of June 30, 2022;

such dividends settled by the issue of an aggregate 68,227 additional shares of Series B Convertible Preferred Stock, inclusive of:

shares issued with respect to the dividends earned as of December 31, 2021;

22,740 shares issued with respect to the dividends earned

as of March 31, 2022;

and 23,196 shares issued with respect to the dividends earned as of June 30, 2022.

the nine months ended September 30, 2021, the Company’s board-of-directors declared Series B Convertible Preferred Stock dividends

of an aggregate of approximately $ 221 , inclusive of approximately $ 73 earned as of December 31, 2020;

approximately $ 75 earned as of

March 31, 2021;

and approximately $ 74 earned as of June 30, 2021;

with each such dividends settled by the issue of an aggregate 73,821

additional shares of Series B Convertible Preferred Stock, inclusive of:

24,198 shares issued with respect to the dividends earned as

of December 31, 2020;

25,046 shares issued with respect to the dividends earned as of March 31, 2021;

and 24,577 shares issued with respect

to the dividends earned as of June 30, 2021.

to September 30, 2022, in October 2022, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend

earned as of September 30, 2022 and payable as of October 1, 2022, of approximately $ 71 , to be settled by the issue of an additional

23,658 shares of Series B Convertible Preferred Stock (with such dividend not recognized as a dividend payable as of September 30, 2022,

as the Company’s board of directors had not declared such dividends payable as of such date).

In the prior year October 2021, the

Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend earned as of September 30, 2021 and payable

as of October 1, 2021, of approximately $ 67 , settled by the issue of an additional 22,471 shares of Series B Convertible Preferred Stock.

In this regard, in the three months ended March 31, 2023, the Company’s board-of-directors

declared Series B Convertible Preferred Stock dividends of $ 72 , earned as of December 31, 2022 with such dividends settled by the issue

of 24,128 additional shares of Series B Convertible Preferred Stock.

the three months ended March 31, 2022, the Company’s board-of-directors declared Series B Convertible Preferred Stock dividends

of $ 67 , earned as of December 31, 2021, with such dividends settled by the issue of 22,291 additional shares of Series B Convertible

Preferred Stock.

to March 31, 2023, in May 2023, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend

earned as of March 31, 2023 and payable as of April 1, 2023, of approximately $ 74 , to be settled by the issue of 24,610 additional

shares of Series B Convertible Preferred Stock (with such dividend not recognized as a dividend payable as of March 31, 2023, as

the Company’s board of directors had not declared the dividends payable as of such date).

14 — Common Stock and Common Stock Purchase Warrants

June 2022, the Company received shareholder approval to issue up to 250 million shares of its common stock, an increase of 100 million

the nine months ended September 30, 2022, 299,999 shares of common stock of the Company were issued upon exercise of stock options for

cash of approximately $ 302 ;

and during the nine months ended September 30, 2022 a total of 385,938 shares of common stock of the Company

were issued under the PAVmed Inc.

Employee Stock Purchase Plan (“ESPP”).

See Note 12, Stock-Based Compensation , for

a discussion of each of the PAVmed Inc.

2014 Equity Plan and the PAVmed Inc.

August 2022, 5,103,908 shares of the Company’s common stock were issued upon conversion, at the election of the holder, of the

April 2022 Senior Convertible Note for $ 4,989 face value principal repayments, along with approximately $ 11 of interest thereon, as discussed

December 29, 2022, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30

consecutive business days (through December 28, 2022), the closing bid price of the Company’s common stock had been below the minimum

of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

The notification letter

stated that the Company would be afforded 180 calendar days (until June 27, 2023) to regain compliance.

In order to regain compliance,

the closing bid price of the Company’s common stock must be at least $1 for a minimum of ten consecutive business days .

the special meeting (“Special Meeting”) of shareholders held on March 31, 2023, the shareholders approved a proposal to amend

the Company’s Certificate of Incorporation, to effect, at any time prior to the one-year anniversary date of the Special Meeting,

(i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging from 1-for-5 to 1-for-15,

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

of common stock the Company is authorized to issue, from 250,000,000 shares to 50,000,000 shares.

If the Company’s board of directors

authorizes the Company to consummate the reverse stock split, the Company anticipates it will regain compliance with the Nasdaq requirements

for continued listing through such transaction .

the three months ended March 31, 2023 a total of 573,229 shares of common stock of the Company were issued under the PAVmed ESPP.

See Note 12, Stock-Based Compensation , for a discussion of each of the PAVmed 2014 Equity Plan and the PAVmed ESPP.

the three months ended March 31, 2023, 4,330,643

shares of the Company’s common stock were

issued upon conversion, at the election of the holder, of the April 2022 Senior Convertible Note, for $ 1,501

face value principal repayments, as discussed

in Note 11, Debt .

the three months ended March 31, 2023, the Company sold 1,081,997 shares

through their at-the-market equity facility for net proceeds of approximately $ 557 ,

after payment of 3 % commissions.

to March 31, 2023, through May 11, 2023, the Company sold 878,634 shares through the at-the-market equity facility for net

proceeds of approximately $ 444 , after payment of 3 % commissions.

Stock Purchase Warrants

of September 30, 2022 and December 31, 2021, Series Z Warrants outstanding totaled 11,937,450 and 11,937,455 , respectively.

of March 31, 2023 and December 31, 2022, Series Z Warrants outstanding totaled 11,937,450 and 11,937,450 , respectively.

Z Warrant is exercisable to purchase one share of common stock of the Company at an exercise price of $ 1.60 per share, and expire April

During the nine months ended September 30, 2022, a total of 5 Series Z Warrants were exercised for cash at $ 1.60 per share,

resulting in the issue of the same number of shares of common stock of the Company.

of December 31, 2021, Series W Warrants outstanding totaled 377,873 .

The remaining 377,873 Series W Warrants expired unexercised as of

January 29, 2022 .

There were no Series Z Warrants exercised during the three months ended March 31, 2023.

15 — Noncontrolling Interest

2 unchanged sentences

Schedule of Noncontrolling Interest of Stockholders' Equity

September 30, 2022

December 31, 2021

NCI – equity (deficit) – beginning of period

Investment in Veris Health Inc.

Net loss attributable to NCI – Lucid Diagnostics Inc.

Net loss attributable to NCI – Solys Diagnostics Inc.

Net loss attributable to NCI – Veris Health Inc.

March 31, 2023

NCI – equity – December 31, 2022

Net loss attributable to NCI

Impact of subsidiary equity transactions

Lucid Diagnostics Inc.

proceeds from Committed Equity Facility, net of deferred financing charges

proceeds from issuance of preferred stock

Lucid Diagnostics Inc.

issuance of common stock for settlement of APA-RDx installment payment

proceeds from At-The-Market Facilities, net of deferred financing charges

Lucid Diagnostics Inc.

2018 Equity Plan stock option exercise

issuance of common stock for settlement of APA-RDx installment and termination payment

Lucid Diagnostics Inc.

4 unchanged sentences

2021 Equity Plan

NCI – equity (deficit) – end of period

consolidated NCI presented above is with respect to the Company’s consolidated majority-owned subsidiaries, inclusive of:

Diagnostics Inc., Veris Health Inc.

and Solys Diagnostics Inc., as a component of consolidated total stockholders’ equity as of

September 30, 2022 and December 31, 2021;

and the recognition of a net loss attributable to the NCI in the unaudited condensed consolidated

statement of operations with respect to Lucid Diagnostics Inc.

and Solys Diagnostics Inc.

for the three and nine months ended September

30, 2022 and 2021;

and with respect to Veris Health Inc.

for the three and nine months ended September 30, 2022 and from the period of

May 28, 2021 to September 30, 2021 (as the Veris Health Inc.

inception date was May 28, 2021).

Diagnostics Inc.

of September 30, 2022, there were 37,016,225 shares of common stock of Lucid Diagnostics Inc.

issued and outstanding, of which, PAVmed

holds 27,927,190 shares, representing a majority ownership equity interest and PAVmed Inc.

has a controlling financial interest

in Lucid Diagnostics Inc., and accordingly, Lucid Diagnostics Inc.

is a consolidated majority-owned subsidiary of PAVmed Inc.

March 28, 2022, Lucid Diagnostics, Inc.

entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”).

Under the terms of the committed equity facility, Cantor has committed to purchase up to $ 50 million of Lucid Diagnostics Inc.

stock from time to time at the request of Lucid Diagnostics Inc.

While there are distinct differences, the facility is structured similarly

to a traditional at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis

at prices based on the existing market price.

As of September 30, 2022, under the committed equity facility, a total of 680,263 shares

of common stock of Lucid Diagnostics Inc.

were issued for proceeds of approximately $ 1,807 .

of September 30, 2022, there were 8,000,000 shares of common stock of Veris Health Inc.

issued and outstanding, of which PAVmed Inc.

holds an 80.44 % majority-interest ownership and PAVmed Inc.

has a controlling financial interest, with the remaining 19.56 % minority-interest

NCI – equity – March 31, 2023

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

total stockholders’ equity as of March 31, 2023 and December 31, 2022;

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

majority-owned subsidiaries.

of March 31, 2023, there were 41,753,603 shares of common stock of Lucid Diagnostics issued and outstanding, of which, PAVmed holds 31,302,420 shares, representing a majority ownership equity interest and PAVmed has a controlling financial interest in Lucid Diagnostics,

and accordingly, Lucid Diagnostics is a consolidated majority-owned subsidiary of PAVmed.

March 7, 2023, Lucid issued 13,625 shares of newly designated Lucid Series A Convertible Preferred Stock (the “Lucid Series A Preferred

Each share of the Lucid Series A Preferred Stock has a stated value of $ 1,000 and a conversion price of $ 1.394 .

Series A Preferred Stock is convertible into shares of our common stock at any time at the option of the holder from and after the six-month

anniversary of its issuance, and automatically converts into shares of our common stock on the second anniversary of its issuance.

terms of the Lucid Series A Preferred Stock also include a one times preference on liquidation and a right to receive dividends equal

to 20 % of the number of shares of Lucid common stock into which such Lucid Series A Preferred Stock is convertible, payable on the one-year

and two-year anniversary of the issuance date.

The Lucid Series A Preferred Stock is a non-voting security, other than with respect to

limited matters related to changes in terms of the Lucid Series A Preferred Stock.

The aggregate gross proceeds from the sale of shares

in such offering were $ 13.625 million.

November 2022, Lucid Diagnostics entered into an “at-the-market offering” for up to $ 6.5

million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between Lucid Diagnostics and

Cantor Fitzgerald & Co.

In the three months ended March 31, 2023, Lucid Diagnostics sold 230,068

shares through their at-the-market equity facility for net proceeds of approximately $ 0.3

million, after payment of 3 %

of March 31, 2023, there were 8,000,000 shares of common stock of Veris Health issued and outstanding, of which PAVmed

holds an 80.44 % majority-interest ownership and PAVmed has a controlling financial interest, with the remaining 19.56 % minority-interest

ownership held by an unrelated third-party.

Accordingly, Veris Health Inc.

is a consolidated majority-owned subsidiary of the Company,

for which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity

in the unaudited condensed consolidated balance sheet as of September 30, 2022 along with the recognition of a net loss attributable

to the NCI in the unaudited condensed consolidated statement of operations for the period of May 28, 2021 to December 31, 2021, upon

its formation and contemporaneous acquisition of Oncodisc Inc.

Diagnostics Inc.

of each of September 30, 2022 and December 31, 2021, there were 9,189,190 shares of common stock of Solys Diagnostics Inc.

outstanding, of which PAVmed Inc.

holds a 90.3235 % majority-interest ownership and PAVmed Inc.

has a controlling financial interest,

with the remaining 9.6765 % minority-interest ownership held by unrelated third parties.

Accordingly, Veris Health is a consolidated majority-owned subsidiary of the Company, for

which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity in

the accompanying unaudited condensed consolidated balance sheets.

16 — Net Loss Per Share

3 unchanged sentences

Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Net loss - before noncontrolling interest

13 unchanged sentences

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 Inc.

common stockholders for each respective period presented.

Notwithstanding, the

Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by

the Company’s board of directors.

weighted-average number of shares of common stock outstanding for the periods ended September 30, 2022 and 2021 include the shares of

the Company issued and outstanding during such periods, each on a weighted average basis.

basic and diluted net loss attributable to PAVmed common stockholders for each respective period presented.

Notwithstanding, the Series

B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by the Company’s

board of directors.

weighted-average number of shares of common stock outstanding for the three months ended March 31, 2023 and 2022 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

6 unchanged sentences

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share

September 30,

Stock options and restricted stock awards

Series Z Warrants

Series W Warrants

Series B Convertible Preferred Stock

total stock options and restricted stock awards are inclusive of 500,854 stock options as of September 30, 2022 and 2021;

restricted stock awards as of September 30, 2022, granted outside the PAVmed Inc.

2014 Equity Plan.

total stock options and restricted stock awards are inclusive of 500,854 stock options as of March 31, 2023 and 2022;

restricted stock awards as of March 31, 2022 granted outside the PAVmed 2014 Equity Plan.

These 100,000 restricted stock awards were

fully vested during the period ended March 31, 2023.

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