What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 486 added, 330 removed, 710 unchanged (53% of the section changed)

2 unchanged sentences

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

March 31, 2023

June 30, 2023

December 31, 2022

12 unchanged sentences

Senior Secured Convertible Notes - at fair value

Derivative liability - at fair value

Total current liabilities

5 unchanged sentences

Authorized, 20,000,000 shares;

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

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding 1,254,497 at June 30, 2023 and 1,205,759 shares at December 31, 2022

Common stock, $ 0.001 par value.

Authorized, 250,000,000 shares;

100,596,406 and

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

108,537,994 and 94,510,537 shares outstanding as of June 30, 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 March 31,

Three Months Ended

Six Months Ended

Operating expenses:

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Debt extinguishments loss - Senior Secured Convertible Notes

Change in fair value - derivative liability

Gain on sale of intellectual property

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accompanying notes to the unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED

STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the THREE MONTHS ENDED June 30, 2023

thousands except number of shares and per share data)

Stockholders’ Equity (Deficit)

Series B Convertible

Preferred Stock

Additional Paid-In

Non controlling

Balance - March 31, 2023

$ ( 246,172 )

Dividends declared - Series B Convertible Preferred Stock

Issue common stock - PAVM ATM Facility

Conversions - Senior Secured Convertible Note

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiary

Balance - June 30, 2023

$ ( 260,783 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the THREE MONTHS ENDED March 31, 2023

the SIX MONTHS ENDED June 30, 2023

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

- December 31, 2022

Series B Convertible

Preferred Stock

Additional Paid-In

Non controlling

Balance - December 31, 2022

$ ( 228,169 )

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

Dividends declared - Series B Convertible Preferred Stock

Issue common stock - PAVM ATM Facility

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

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

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

Impact of subsidiary equity transactions

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

Issuance - vendor service agreement

Issuance - majority-owned subsidiary preferred stock

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiaries

Treasury stock

Balance - June 30, 2023

$ ( 260,783 )

1 unchanged sentence

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the THREE MONTHS ENDED March 31, 2022

the THREE MONTHS ENDED June 30, 2022

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

Series B Convertible

Preferred Stock

Additional Paid-In

Non controlling

Balance - March 31, 2022

$ ( 155,849 )

Dividends declared - Series B Convertible Preferred Stock

Vest - restricted stock awards

Exercise - stock options

Exercise - stock options of majority-owned subsidiary

Impact of subsidiary equity transactions

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiary

Treasury stock

Balance - June 30, 2022

$ ( 181,442 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2022

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

Stockholders’ Equity (Deficit)

Series B Convertible

Preferred Stock

Additional Paid-In

Non controlling

Balance - December 31, 2021

12 unchanged sentences

Treasury stock

Balance - March 31, 2022

Balance - June 30, 2022

$ ( 181,442 )

4 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

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

Issue common stock - vendor service agreement

Change in fair value - Senior Secured Convertible Notes

Loss on issue and offering costs - Senior Secured Convertible Note

Loss on issue - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Note

Change in fair value - derivative liability

Non-cash lease expense

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Proceeds from sale of intellectual property

Asset acquisitions

Net cash flows used in investing activities

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Proceeds – issue of preferred stock - majority-owned subsidiary

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

Proceeds – issue of Senior Secured Convertible Note

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

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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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(“Veris Health” or “Veris”).

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.

is a diversified commercial-stage medical technology company operating in the medical device, diagnostics, and digital health sectors,

including through Lucid Diagnostics, a commercial-stage cancer prevention diagnostics company, and Veris

Health, a private digital health company focused on enhanced personalized cancer care through remote patient monitoring using implantable biologic sensors with wireless communication along with a custom

suite of connected external devices.

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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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.

Quarterly Report on Form 10-Q for the period ended June 30, 2023.

2 — Summary of Significant Accounting Policies

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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.

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

2 — Summary of Significant Accounting Policies - continued

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.

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

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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

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

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

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and did not affect net loss.

2 — Summary of Significant Accounting Policies - continued

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 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.

Measurement 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.

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

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.

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

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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.

the three and six months ended June 30, 2023, the Company recognized total revenue of $ 166

respectively, primarily resulting from the delivery of patient EsoGuard test results.

Revenue recognized from customer contracts

deemed to include a variable consideration transaction price is limited to the unconstrained portion of the variable consideration.

The Company’s revenue for the three and six months ended June 30, 2022 was $ 0 and $ 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

the three and six months ended June 30, 2023, the cost of revenue was $ 1,685

and $ 3,030 ,

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

The Company’s

cost of revenue for the three and six months ended June 30, 2022 was $ 0 and $ 369 ,

which solely reflects the costs attributable to delivering the services under the EsoGuard Commercialization Agreement for the

period January 1, 2022 thru its termination on February 25, 2022.

In the three months ended June 30, 2022, laboratory operations costs are included in operating expenses as general

and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

4 — Related Party Transactions

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of Incurred Expenses of Minority Shareholders

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of Revenue

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Total Related Party Expenses

4 — Related Party Transactions - continued

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

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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.

Veris Health recognized general and administrative expense of $ 13 and $ 18 in the three and six months ended

June 30, 2023, respectively, and $ 13 and $ 37 in the three and six months ended June 30, 2022, respectively, in connection with the consulting

5 — Asset Purchase Agreement and Management Services Agreement

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

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”)

accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction,

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.

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.

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”) accredited commercial

clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, 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.

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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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.

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

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.

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of Prepaid Expenses and Other Current Assets

March 31, 2023

June 30, 2023

December 31, 2022

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Total prepaid expenses, deposits and other current assets

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:

the six months ended June 30, 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:

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

Company’s future lease payments as of June 30, 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:

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

Three Months Ended March 31,

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

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

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Weighted-average discount rate - operating leases

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,

of June 30, 2023 and December 31, 2022, the Company’s right-of-use assets from operating leases were $ 5,014 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

As of June 30, 2023

and December 31, 2022, the Company had outstanding operating lease obligations of $ 5,155 and $ 2,987 , respectively, of which $ 1,427 and

$ 1,141 , respectively, are reported in operating lease liabilities, current portion and $ 3,728 and $ 1,846 , respectively, are reported

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

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Estimated Useful Life

June 30, 2023

December 31, 2022

Defensive asset

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

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:

expense of the intangible assets discussed above was $ 505 and $ 650 for the three month periods ended June 30, 2023 and 2022, respectively,

and $ 1,010 and $ 773 for the six month periods ended June 30, 2023 and 2022, respectively, and is included in amortization of acquired

intangible assets in the accompanying unaudited condensed consolidated statements of operations.

As of June 30, 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

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9 — Commitment and Contingencies

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

other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from

time to time.

The Company 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.

In the ordinary course of PAVmed business, particularly as it begins commercialization

of its products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial,

tax and governmental matters, which may arise from time to time.

The Company is not aware of any such pending legal or other proceedings

that are reasonably likely to have a material impact on the Company.

Notwithstanding, legal proceedings are subject-to inherent uncertainties,

and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result

in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.

Additionally,

although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements

of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or

10 — Financial Instruments Fair Value Measurements

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Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

Fair Value Measurement on a Recurring Basis at Reporting

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

Level-1 Inputs

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Level-3 Inputs

March 31, 2023

June 30, 2023

Senior Secured Convertible Note - April 2022

1 unchanged sentence

Lucid Senior Secured Convertible Note - March 2023

Derivative liability

Level-1 Inputs

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Senior Secured Convertible Note - September 2022

1 There were no transfers between the respective

Levels during the period ended March 31, 2023.

were no transfers between the respective Levels during the period ended June 30, 2023.

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

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dated volatilities) inputs.

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

estimated fair value of the Lucid March 2023 Senior Convertible Note as of each of March 21, 2023 and June 30, 2023, and the estimated

fair value of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note as of June 30, 2023, were computed

using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return,

using the following assumptions:

of Fair Value Assumption Used

April 2022 Senior Convertible Note:

March 31, 2023

June 30, 2023

September 2022 Senior Convertible Note:

March 31, 2023

June 30, 2023

Lucid March 2023 Senior Convertible Note:

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Lucid March 2023 Senior Convertible Note:

March 31, 2023

June 30, 2023

Face value principal payable

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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

Liability - Written Protective Put

Company, through its majority-owned subsidiary Veris Health, entered into a Research and Development Agreement, with an effective

date of May 31, 2023, with an unrelated third-party technical services provider (the “May 31, 2023 R&D Agreement”).

principal service to be provided by the service provider under the May 31, 2023 R&D Agreement was the continued development of the

electronics and firmware for the Veris Health implantable physiologic monitor.

discussed in Note 14, Common Stock and Common Stock Purchase Warrants , 1.5

million shares of PAVmed common stock were issued to the service provider as the consideration for a $ 750 portion of the services to

be rendered under the May 31, 2023 R&D Agreement.

The issued shares of common stock are (contingently) settlement-in-full of the

consideration obligations of the Company under the May 31, 2023 R&D Agreement, subject-to a contractual “minimum fair

market value” as such amount is discussed below.

resolution of the contingent settlement-in-full with respect to the issued shares of common stock of the Company is predicated on and

subject-to such issued shares having a $ 750 minimum “fair market value” (as defined), with such derived fair market value

computed using a contractual formula based on the PAVmed Inc.

common stock volume weighted average price per share (“VWAP”)

during the last ten days of the six month anniversary of the May 31, 2023 R&D Agreement.

the fair market value, as such amount is computed as described above, is equal-to or greater than $750, then no further contractual consideration

However, if such fair market value is less than $ 750 , then, the Company will incur an additional contractual consideration

obligation in amount equal to the difference between the required minimum fair market value of $ 750 and the contractual formula based

computed fair market value .

At the election of the Company, the additional contractual consideration obligation, if any, may be paid

in cash or settled with the issue of additional shares of PAVmed common stock.

contingent additional contractual consideration obligation is deemed to be a separate unit-of-account, in the form of a written protective

put, and recognized as a derivative liability measured at estimated fair value.

The derivative liability had an initial May 31, 2023

estimated fair value of approximately $ 262 which was recognized as a current period charge classified in other income (expense) in the

accompanying (unaudited) condensed consolidated statement of operations.

Further, such recognized derivative liability is further remeasured

at estimated fair value as of each quarterly reporting period date, with changes in the estimated fair value recognized as current period

other income (expense), with such remeasurement recognized through the date of the final determination and settlement or extinguishment

of the contingent additional contractual consideration obligation, if any.

In this regard, as of June 30, 2023, the remeasured estimated

fair value was approximately $ 260 , with the change in the estimated fair value recognized as other income (expense).

estimated fair value of the written protective put derivative liability, as such is discussed above, were computed using a Monte Carlo

simulation to generate stock price paths (assuming geometric-Brownian motion) of the PAVmed Inc.

common stock to compute the respective

written protective put expected fair value, with the principal assumptions of such estimated fair value computation, for the respective

measurement dates noted, as follows:

of Fair Value Assumption Used

June 30, 2023

Contractual minimum effective conversion price

Price per share

Remaining expected term (years)

Risk free rate

Dividend yield

estimated fair values recognized with respect to the senior secured convertible debt and the written protective put derivative liability,

as each is discussed above, utilized PAVmed and Lucid Diagnostics common stock prices, along with certain Level 3 inputs (as

presented in the respective tables above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or

Black-Scholes valuation models.

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

models and analyses, including the 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.

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

and analyses, including the respective common stock prices, the 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 respective common

stock prices.

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

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

Summary of Outstanding Debt

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

Maturity Date

Interest Rate

Price per Share

Face Value Principal

April 2022 Senior Convertible Note

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March 21, 2025

Balance as of March 31, 2023

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

Balance as of June 30, 2023

Maturity Date

Interest Rate

Price per Share

Face Value Principal

April 2022 Senior Convertible Note

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Balance as of December 31, 2022

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

changes in the fair value of debt during the three and six months ended June 30, 2023 is as follows:

Schedule of Changes in Fair Value of Debt

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Fair Value - December 31, 2022

Fair Value Beginning Balance

Face value principal – issue date

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Fair Value at March 31, 2023

Fair Value Ending Balance

Fair Value, Beginning

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

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at June 30, 2023

Fair Value, Ending

Other Income (Expense) - Change in fair value – three months ended June 30, 2023

Other Income (Expense) - Change in fair value – six months ended June 30, 2023

11 — Debt - continued

- Senior Secured Convertible Notes

10 unchanged sentences

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

13 unchanged sentences

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

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,

From time to time from and after June 1, 2023 through August 14, 2023,

the Company was not in compliance with the Financial Tests.

As of August 14, 2023, the Investor agreed to waive any such non-compliance

during such time period and thereafter through November 30, 2023.

the six months ended June 30, 2023, approximately $ 3,151 of principal repayments along with approximately $ 57 of interest expense thereon,

were settled through the issuance of 9,523,481 shares of common stock of the Company, with such shares having a fair value of approximately

$ 4,419 (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).

conversions resulted in a debt extinguishment loss of $ 743 and $ 1,268 in the three and six months ended June 30, 2023.

Subsequent to

June 30, 2023, as of August 10, 2023, approximately $ 601 of principal repayments along with approximately $ 25 of interest

expense thereon, were settled through the issuance of 2,005,685 shares of common stock of the Company, with such shares having a fair

value of approximately $ 771 (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

6 unchanged sentences

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 .

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

4 unchanged sentences

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.

Lucid paid in cash interest expense of $ 219 and $ 243 for the three and six

months ended June 30, 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.

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.

11 — Debt - continued

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

12 unchanged sentences

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.

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 and six months ended June 30, 2023, the Company recognized debt extinguishment losses of approximately $ 743 and $ 1,268 , in

connection with issuing common stock for principal repayments on convertible debt mentioned above.

During the three and six months ended

June 30, 2022, the Company did not recognize debt extinguishment losses.

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

6 unchanged sentences

awards subject to limitations under applicable law.

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

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

total of 21,052,807 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 1,310,092 shares

available for grant as of March 31, 2023.

available for grant as of June 30, 2023.

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

stock options

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 and

restricted stock awards granted outside the PAVmed 2014 Equity Plan as of June 30, 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.

Stock Options

1 unchanged sentence

Schedule of Summarizes Information About Stock Options

Number of Stock Options

Weighted Average Exercise Price

Stock Options

Weighted Average

Exercise Price

Remaining Contractual Term (Years)

1 unchanged sentence

Outstanding stock options at December 31, 2022

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.

( 1,326,249 )

Outstanding stock options at June 30, 2023 (3)

Vested and exercisable stock options at June 30, 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 June 30, 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 June 30, 2023 and December 31, 2022.

12 — Stock-Based Compensation - continued

Restricted Stock Awards

1 unchanged sentence

Schedule of Restricted Stock Award Activity

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Number of Restricted

Weighted Average

Grant Date Fair Value

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

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.

Unvested restricted stock awards as of June 30, 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

June 30, 2023.

Diagnostics Inc.

5 unchanged sentences

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.

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

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

All awards are subject to approval by the Lucid Diagnostics

compensation committee.

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

with 3,936,554 shares available for grant as of June 30, 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 June 30, 2023.

In January 2023, the

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

Diagnostics Stock Options

1 unchanged sentence

Schedule of Summarizes Information About Stock Options

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Stock Options

Weighted Average

Exercise Price

Remaining Contractual

Outstanding stock options at December 31, 2022

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

Outstanding stock options at June 30, 2023 (3)

Vested and exercisable stock options at June 30, 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 June 30,

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 June 30, 2023 and December 31, 2022.

12 — Stock-Based Compensation - continued

Diagnostics Restricted Stock Awards

2 unchanged sentences

Schedule of Restricted Stock Award Activity

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Number of Restricted

Weighted Average

Grant Date Fair Value

Unvested restricted stock awards as of December 31, 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 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

Unvested restricted stock awards as of June 30, 2023

unvested restricted stock awards presented in the table above, are inclusive of 50,000 restricted 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 June 30, 2023.

Stock-Based Compensation Expense

3 unchanged sentences

of Stock-Based Compensation Expense

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Cost of revenue

15 unchanged sentences

of Stock-Based Compensation Expense Recognized by Lucid Diagnostics

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

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

Lucid Diagnostics 2018 Equity Plan – sales and marketing

Lucid Diagnostics 2018 Equity Plan – general and administrative

Lucid Diagnostics 2018 Equity Plan – research and development

PAVmed 2014 Equity Plan - cost of revenue

PAVmed 2014 Equity Plan - sales and marketing expenses

PAVmed 2014 Equity Plan - general and administrative expenses

PAVmed 2014 Equity Plan - research and development expenses

PAVmed 2014 Equity Plan - sales and marketing

PAVmed 2014 Equity Plan - general and administrative

PAVmed 2014 Equity Plan - research and development

Total stock-based compensation expense – recognized by Lucid Diagnostics

stock-based compensation expense

Total stock-based compensation expense

12 — Stock-Based Compensation - continued

3 unchanged sentences

Schedule of Unrecognized Compensation Expense

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

Weighted Average

Service Period

PAVmed 2014 Equity Plan

5 unchanged sentences

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

Three Months Ended March 31,

estimated fair value of such stock options of $ 0.35 per share and $ 0.74 per share during the periods ended June 30, 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

Six Months Ended June 30,

Expected term of stock options (in years)

3 unchanged sentences

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:

average estimated fair value of such stock options of $0.87 per share and $1.48 per share during the periods ended June 30, 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

Three Months Ended March 31,

Six Months Ended June 30,

Expected term of stock options (in years)

7 unchanged sentences

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

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 June 30, 2023.

In January 2023, the number of shares available-for-issue was increased by 250,000

in accordance with the evergreen provisions of the plan.

Diagnostics Inc.

3 unchanged sentences

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.

available-for-issue as of June 30, 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 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.

of June 30, 2023 and December 31, 2022, there were 1,254,497 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

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

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

board of directors.

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

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

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

B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in

arrears upon being declared by the Company’s board of directors.

Such dividends may be settled, at the discretion of the board of

directors, through any combination of the issue of additional shares of Series B Convertible Preferred Stock, the issue shares of common

stock of the Company, and /or cash payment.

B Convertible Preferred Stock Dividends Earned

1 unchanged sentence

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.

of operations, inclusive of $ 75 and $ 149 of such dividends earned in the three and six months ended June 30, 2023, respectively;

$ 70 and $ 138 of such dividends earned in the three and six months ended June 30, 2022, respectively.

B Convertible Preferred Stock Dividends Declared

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.

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).

the six months ended June 30, 2023, the Company’s board-of-directors declared Series B Convertible Preferred Stock dividends of

an aggregate of $ 146 , inclusive of $ 72 earned as of December 31, 2022;

and $ 74 earned as of March 31, 2023;

with such dividends settled

by the issue of an aggregate 48,738 additional shares of Series B Convertible Preferred Stock, inclusive of 24,128 shares issued with

respect to the dividends earned as of December 31, 2022;

and 24,610 shares issued with respect to the dividends earned as of March 31,

the six months ended June 30, 2022, the Company’s board-of-directors declared Series B Convertible Preferred Stock dividends of

an aggregate of $ 135 , inclusive of:

$ 67 earned as of December 31, 2021;

and $ 68 earned as of March 31, 2022;

with such dividends settled

by the issue of an aggregate 45,031 additional shares of Series B Convertible Preferred Stock, inclusive of 22,291 shares issued with

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

and 22,740 shares issued with respect to the dividends earned as of March 31,

to June 30, 2023, in August 2023, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend, earned

as of June 30, 2023, of $ 75 , to be settled by the issue of 25,104 additional shares of Series B Convertible Preferred Stock.

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

by the Company’s board of directors.

Accordingly, the dividends declared payable subsequent to the date of the accompanying condensed

consolidated balance sheet were not recognized as a dividend payable liability as the Company’s board of directors had not declared

the dividends payable as of each such date.

14 — Common Stock and Common Stock Purchase Warrants

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).

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,

On June 28, 2023, the

Company received a second notice from the Listing Qualifications Department of Nasdaq granting the Company a 180-day extension (or

until December 26, 2023) to regain compliance with the minimum bid price requirement.

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 .

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

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.

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 .

discussed above in Note 10, Financial Instruments Fair Value Measurements , a total of 1,500,000 shares of PAVmed common stock

was issued to a service provider as the consideration for the services rendered under the May 31, 2023 R&D Agreement.

issued shares of common stock had a fair value of approximately $ 602 (with such fair value measured using the quoted closing price of

the common stock of the Company on the effective date of the respective underlying agreement).

The issued shares of common stock are

nonrefundable.

As the service provider has substantially rendered the services under the May 31, 2023 R&D Agreement as of June 30,

2023, the estimated fair value of the issued shares was recognized as a research and development expense in the accompanying (unaudited)

condensed consolidated statement of operations for the three and six months ended June 30, 2023.

See Note 10, Financial Instruments

Fair Value Measurements , for a further discussion of the May 31, 2023 R&D Agreement, including the contingent additional contractual

consideration obligation.

the six months ended June 30, 2023 a total of 573,229 shares of common stock of the Company were issued under the PAVmed ESPP.

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

the six months ended June 30, 2023, 9,523,481 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 3,151 face value principal repayments, as discussed in Note 11, Debt .

the six months ended June 30, 2023, the Company sold 2,330,747

shares through their at-the-market

equity facility for net proceeds of approximately 1,165 ,

after payment of 3 %

Stock Purchase Warrants

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

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

of June 30, 2023 and December 31, 2022, Series Z Warrants outstanding totaled 11,937,450 .

The Series Z Warrants are exercisable to purchase one share of common stock of the Company at an exercise price of $ 1.60

per share, and expire April

There were no

Series Z Warrants exercised during

the six months ended June 30, 2023.

15 — Noncontrolling Interest

2 unchanged sentences

Schedule of Noncontrolling Interest of Stockholders' Equity

March 31, 2023

June 30, 2023

NCI – equity – December 31, 2022

8 unchanged sentences

Lucid Diagnostics Inc.

issuance of common stock for settlement of vendor service agreement

Lucid Diagnostics Inc.

Employee Stock Purchase Plan Purchase

3 unchanged sentences

2021 Equity Plan

NCI – equity – March 31, 2023

NCI – equity – June 30, 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.

total stockholders’ equity as of June 30, 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 June 30, 2023, there were 41,853,603 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.

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

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

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

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Cantor Fitzgerald & Co.

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

In the six months ended June 30, 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 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.

No shares were sold through Lucid’s at-the-market equity facility during the three months ended June 30, 2023.

of June 30, 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 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

Net loss per share - attributable to PAVmed Inc.

- basic and diluted” and “Net loss per share - attributable to PAVmed

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

- basic and diluted and Net loss per share - attributable to PAVmed Inc.

common stockholders

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

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

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Net loss - before noncontrolling interest

5 unchanged sentences

Weighted average common shares outstanding, basic and diluted

Weighted average common shares outstanding, basic

Net loss per share

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Net loss - as reported, attributable to PAVmed Inc.

Net loss - as reported, attributable to PAVmed

Net loss attributable to PAVmed Inc.

common stockholders

Net loss attributable to PAVmed Inc.

stockholders, basic

common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would

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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

of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding

weighted-average number of shares of common stock outstanding for the periods ended June 30, 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 of

common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding

includes such incremental shares.

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Series B Convertible Preferred Stock

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.

total stock options and restricted stock awards are inclusive of 500,854 stock options as of June 30, 2023 and 2022;

and 100,000 restricted

stock awards as of June 30, 2022 granted outside the PAVmed 2014 Equity Plan.

These 100,000 restricted stock awards were fully vested

during the period ended June 30, 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