What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-05-15 · 363 added, 259 removed, 243 unchanged (72% of the section changed)

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following discussion and analysis of our unaudited condensed consolidated financial condition and results of operations should be read

together with our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), as filed with the

Securities and Exchange Commission (the “SEC”).

the context otherwise requires, references herein to “we”, “us”, and “our”, and to the “Company”

or “PAVmed” are to PAVmed Inc.

and its subsidiaries, including its majority-owned subsidiaries, including Lucid Diagnostics

(“Lucid Diagnostics” or “Lucid”) and Veris Health Inc.

together with our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), as filed with the Securities

and Exchange Commission (the “SEC”).

the context otherwise requires, references herein to “we”, “us”, and “our”, and to the

“Company” or “PAVmed” are to PAVmed Inc.

and its subsidiaries, including its majority-owned subsidiary Lucid

Diagnostics Inc.

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

(“Veris Health” or “Veris”).

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Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ

significantly from the results discussed in the forward-looking statements.

significantly from those expressed or implied in the forward-looking statements.

Factors that might cause such differences include, but are

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ability of our products to achieve market acceptance;

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

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

potential ability to obtain additional financing when and if needed;

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cybersecurity

related to the COVID-19 pandemic;

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

related to the COVID-19 pandemic and other health-related emergencies;

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

addition, our forward-looking statements do not reflect the potential impact of any future financings, acquisitions, mergers, dispositions,

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is a diversified commercial-stage medical technology 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.

Our current central focus is on the commercialization

of Lucid Diagnostics’s EsoGuard 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.

More broadly, we strive to maintain balance within our pipeline with shorter-term, lower-risk projects with the prospect for rapid commercialization

and revenue generation supporting development of longer-term projects.

At the same time, we are continuously re-assessing each project’s

long-term commercial potential relative to other projects in our pipeline, accelerating or decelerating the project and reallocating

resources accordingly.

Company operates in one segment as a medical technology company, with the following lines of business:

Diagnostics, Medical Devices and

Digital Health.

See Part I, Item 1, “Business,” in the Form 10-K for a summary of each of our key products within these sectors,

including in particular EsoGuard and the Veris Cancer Care Platform, currently our two leading products.

through its majority-owned subsidiaries Lucid Diagnostics, a publicly-traded 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.

Our current central

focus is on the commercialization of Lucid Diagnostics’s EsoGuard and Veris Health’s Veris Cancer Care Platform.

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.

More broadly, we strive to maintain balance within our pipeline with shorter-term, lower-risk projects

with the prospect for rapid commercialization and revenue generation supporting development of longer-term projects.

At the same time,

we are continuously re-assessing each project’s long-term commercial potential relative to other projects in our pipeline, accelerating

or decelerating the project and reallocating resources.

See Part I, Item 1,

“Business,” in the Form 10-K for a more detailed summary of the medical device, diagnostics, and digital health sectors

and our key products, including in particular EsoGuard and the Veris Cancer Care Platform, which are currently our two leading

Strategic Business Update

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of Lucid Clinical Trials

is currently seeking to accelerate its collection of clinical utility data through a range of trials that can be efficiently executed.

These efforts include a planned investigator-initiated, retrospective analysis of prospectively collected data on the approximately 400

San Antonio fire fighters who underwent testing as part of a community-sponsored cancer awareness event (in

respect of which we expect to publish results in the first half of 2023) ;

is currently seeking to accelerate its collection of clinical utility data through a range of trials that can be efficiently

These efforts include a planned investigator-initiated, retrospective analysis of prospectively collected data on the 391

San Antonio fire fighters who underwent testing as part of a community-sponsored cancer awareness event described below (in respect

of which we expect to publish results in the second half of 2023);

a virtual-patient randomized controlled trial with intended

recruitment of at least 100 physician participants (in respect of which we expect to publish results

a Lucid-sponsored multi-center, prospective, observational study with 500 patients;

and a Lucid-sponsored registry

at existing Lucid Test Centers, whereby all patients undergoing EsoCheck testing will be given the opportunity to provide informed consent

and contribute data about their risk factors, EsoGuard results, and subsequent diagnostic and/or therapeutic journey.

recruitment of at least 100 physician participants (in respect of which we expect to publish results this year);

a Lucid-sponsored

multi-center, prospective, observational study with 500 patients;

and a Lucid-sponsored registry at existing Lucid Test Centers,

whereby all patients undergoing EsoCheck testing will be given the opportunity to provide informed consent and contribute data about

their risk factors, EsoGuard results, and subsequent diagnostic and/or therapeutic journey.

Both Lucid-sponsored

observational/registry studies expect to have preliminary results and/or interim analysis before the end of 2023.

observational/registry studies expect to have preliminary results and/or interim analysis submitted for peer review before the end

Labs Laboratory Operations Update

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

RDx, pursuant to which the parties mutually agreed to terminate the management service agreement between them (the “MSA-RDx”)

without cause.

On February 14, 2023, Lucid and its subsidiary, LucidDx Labs, entered into

an agreement (the “MSA Termination Agreement”) with RDx, pursuant to which the parties mutually agreed to terminate the management

service agreement between them (the “MSA-RDx”) without cause.

The termination was effective as of February 10, 2023.

Until the termination of the MSA-RDx, RDx had provided certain

testing and related services for our laboratory in accordance with the terms of the MSA-RDx.

In anticipation of the termination of the

MSA-RDx, however, Lucid accelerated the development of internal resources necessary to operate its laboratory entirely on its own.

we believe that termination of the MSA-RDx will improve the efficiency of the performance of the EsoGuard assay.

the termination of the MSA-RDx, RDx had provided certain testing and related services for our laboratory in accordance with the terms

of the MSA-RDx.

In anticipation of the termination of the MSA-RDx, however, Lucid accelerated the development of internal resources necessary

to operate its laboratory entirely on its own.

The termination of the MSA-RDx and our operating the laboratory on our own has improved

the performance of the EsoGuard assay.

other things, the MSA Termination Agreement reduces the remaining amounts of the earnout payments and management fees due under the MSA-RDx

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to prevent progression to esophageal cancer.

then, two additional screening events have been hosted with the SAFD, and similar events have been held with fire departments in Athens,

GA, Barnstable, MA, Gainesville, FL, and Orange County, CA.

These events, which Lucid continues to expand across the country, are an

extension of Lucid’s expanding satellite Lucid Test Center (“sLTC”) program, which brings Lucid precancer testing directly

to patients—at their physician’s office and now at large testing day events.

then, additional testing events have been hosted with the SAFD, and similar events have been held with fire departments throughout the

These events are ongoing and are an extension of Lucid’s satellite Lucid Test Center (“sLTC”) program, which

brings Lucid precancer testing directly to patients—at their physician’s office and now at large testing day events.

of EsoGuard® #CheckYourFoodTube Mobile Testing Unit

June 2023, Lucid launched its first EsoGuard #CheckYourFoodTube Mobile Test Unit (“mobile testing unit”), with the inaugural

mobile testing unit event being held in Sarasota, Florida.

The mobile testing unit is another channel by which the Company is bringing

EsoGuard testing to at-risk patients.

of Direct Contracting Strategic Initiative

March 2023, Lucid launched a Direct Contracting Strategic Initiative (DCSI) to engage directly with large Administrative Services Only

(ASO) self-insured employers, unions and other entities, seeking to replicate the successes of other cancer screening diagnostic companies

that have deployed similar strategies.

(ASO) self-insured employers, unions and other entities, seeking to replicate the successes of other diagnostic companies that have deployed

similar strategies.

In August 2023, the company announced it had contracted with the Ancira Automotive Group as a result of this initiative,

providing access to esophageal precancer testing for its employees at all 12 San Antonio locations.

Revenue Cycle Management Provider

May 2023, Lucid began to transition claims submission responsibility to a new revenue cycle management provider that offered more robust

capabilities for, among other things, claims processing and appeals.

The provider upgrade has been completed and claim submissions resumed

in June 2023.

Since completing the transition, the upgrade has demonstrated an improvement in speed of collections, turnaround time to

claim submission, percentage of claims paid, and actionable data for appeals.

Health Commercialization Update

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The patients also began reporting symptoms and quality-of-life parameters through the Veris Cancer Care Platform patient smartphone

app, which became available for patients on the Apple App Store and Google Play.

app, which is now available for patients on the Apple App Store and Google Play.

The cloud-based clinician portal was concurrently integrated

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(“RPM”) services.

Since the Veris Cancer Care Platform went “live” in February, Veris added two additional accounts,

expanding utilization of the product to a total of six locations across three oncology practices while continuing to seek to build a

pipeline of prospective customers.

Veris continues to make progress

toward regulatory submission of its implantable monitor which is targeted for commercial launch next year.

The device, which is designed

to be implanted in conjunction with a chemotherapy vascular access port, will further the power of the Veris Cancer Care Platform by better

assuring patient compliance with RPM data reporting requirements.

It recently completed an animal study which demonstrated intended device

performance, consistent with its design and clinical specifications, over an extended implant period.

In April 2023, Gary Manning joined PAVmed to become the President of Veris

Manning has a track record spanning three decades, including leading companies in the medical device, wearable, and digital

health sectors and commercializing products in the global market.

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,

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).

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

the Company could be eligible for additional time.

Although the Company did not regain compliance within the initial 180 calendar

day period, Nasdaq determined that the Company was eligible for an additional 180 calendar day period to regain compliance (until

December 26, 2023).

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 during the additional 180 calendar day period.

The Company intends to consider all

available options to regain compliance with the Nasdaq listing standards.

On March 31, 2023, the Company’s stockholders

approved an amendment to its certificate of incorporation, authorizing the Company to effect, at any time prior to March 31, 2024,

(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.

The Company has not yet determined

the specific ratio of the reverse split or the timing of the reverse split and authorized capital reduction, or whether the Company will

effect the reverse split and authorized capital reduction at all.

However, the Company may effectuate the reverse split, if necessary,

as part of its effort to regain compliance with the Nasdaq minimum bid price requirement.

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.

The Company has not yet

determined the specific ratio of the reverse split or the timing of the reverse split and authorized capital reduction, or whether

the Company will effect the reverse split and authorized capital reduction at all.

However, the Company may effectuate the reverse

split, if necessary, as part of its effort to regain compliance with the Nasdaq minimum bid price requirement.

Diagnostics Inc.

- ATM Facility

November 2022, Lucid Diagnostics also 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

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% commissions.

November 2022, Lucid Diagnostics commenced an “at-the-market offering” of up to $6.5 million of its common stock pursuant to a Controlled Equity Offering Agreement between Lucid Diagnostics and Cantor Fitzgerald & Co.

In the six months ended June 30, 2023, Lucid Diagnostics sold 230,068 shares in this “at-the-market” offering for net proceeds

of approximately $0.3 million, after payment of 3% commissions.

No shares were sold in this “at-the-market” offering during the

three months ended June 30, 2023.

Diagnostics - Series A Preferred Stock Offering

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

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

Preferred Stock”).

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

Series A Preferred Stock is convertible into shares of Lucid’s 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’s common stock on the second anniversary

of its issuance.

The terms of the Lucid Series A Preferred Stock also include a 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

each of 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.

The Lucid Series A Preferred Stock is convertible into shares of Lucid’s common stock at any time at the option of the

holder from and after the six-month anniversary of its issuance (or, if later, the effective date of an increase in Lucid

Diagnostics’ authorized share capital or the effective date of a registration statement covering the resale of the underlying

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

of the Lucid Series A Preferred Stock also include a 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 each of 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 sale of the Lucid Series A

Preferred Stock generated $13.625 million in aggregate gross proceeds.

Diagnostics - Securities Purchase Agreement - March 13, 2023 - Senior Secured Convertible Note - March 21, 2023

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

investor (“Investor”, “Lender”, and /or “Holder”), pursuant to which Lucid Diagnostics agreed to

sell, and the Investor agreed to purchase a Senior Secured Convertible Note with a face value principal of $11.1 million (the “Lucid

March 2023 Senior Convertible Note”).

Lucid Diagnostics issued the Lucid March 2023 Senior Convertible Note on March 21, 2023 pursuant

to the Lucid SPA.

The Lucid March 2023 Senior Convertible Note proceeds were $9.925 million after deducting a $1.186 million lender fee

and offering costs.

Lucid March 2023 Senior Secured Convertible Note has 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 the two-year anniversary of the date of issuance.

The principal and interest on the Lucid March 2023 Senior Convertible Note is convertible into or otherwise payable in shares of Lucid

Diagnostics’ common stock (subject to the satisfaction of certain customary equity conditions and except for interest payable prior

to September 21, 2023).

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

institutional investor, pursuant to which Lucid Diagnostics agreed to sell, and the investor agreed to purchase a Senior Secured

Convertible Note with a face value principal of $11.1 million (the “Lucid March 2023 Senior Convertible Note”).

Diagnostics issued the Lucid March 2023 Senior Convertible Note on March 21, 2023 pursuant to the Lucid

The sale of the Lucid March 2023 Senior Convertible Note generated $9.925 million in proceeds, after deducting a $1.186 million

lender fee and offering costs.

Lucid March 2023 Senior Secured Convertible Note has a 7.875% annual stated interest rate, a contractual conversion price of $5.00

per share of Lucid Diagnostics’ 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 the two-year anniversary of

the date of issuance.

The principal of the Lucid March 2023 Senior Convertible Note and the interest thereon is convertible into or

otherwise payable in shares of Lucid Diagnostics’ common stock (subject to the satisfaction of certain customary equity

conditions and except for interest payable prior to September 21, 2023).

the Lucid March 2023 Senior Convertible Note, Lucid Diagnostics is subject to certain customary affirmative and negative covenants

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Under the Lucid March 2023 Senior Convertible Note, Lucid

Diagnostics is also subject to financial covenants requiring that (i) the amount of its available cash equal or exceed $5.0 million

at all times, (ii) the ratio of (a) the outstanding principal amount of the notes issued under the Lucid SPA, accrued and unpaid

interest thereon and accrued and unpaid late charges as of the last day of any fiscal quarter commencing with September 30, 2023 to

(b) Lucid Diagnostics’ average market capitalization over the prior ten trading days, not exceed 30%, and (iii) that Lucid

Diagnostics’ market capitalization shall at no time be less than $30 million.

Diagnostics is also subject to financial covenants requiring that (i) the amount of its available cash shall equal or exceed

$5.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the notes issued under the Lucid SPA,

accrued and unpaid interest thereon and accrued and unpaid late charges as of the last day of any fiscal quarter commencing with

September 30, 2023 to (b) Lucid Diagnostics’ average market capitalization over the prior ten trading days, shall not exceed

30%, and (iii) that Lucid Diagnostics’ market capitalization shall at no time be less than $30 million.

of Operations

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and administrative expenses

and administrative expenses consist primarily of salaries and related costs for personnel, travel expenses, facility-related costs, professional

fees, accounting and legal services, employees involved in third-party payor reimbursement contract negotiations and consultants and

expenses associated with obtaining and maintaining patents within our intellectual property portfolio.

General and administrative expenses consist primarily of salaries and related

costs for personnel, travel expenses, facility-related costs, professional fees for accounting and legal services, salaries and related

costs for employees involved in third-party payor reimbursement contract negotiations and consulting and other expenses associated

with obtaining and maintaining patents within our intellectual property portfolio.

anticipate our general and administrative expenses will increase in the future as and to the extent our business operations grow.

also anticipate continued expenses related to being a public company, including audit, legal, regulatory, and tax-related services associated

with maintaining compliance as a public company, insurance premiums and investor relations costs.

also anticipate continued expenses related to being a public company, including fees and expenses for audit, legal, regulatory, and

tax-related services associated with maintaining compliance as a public company, insurance premiums and investor relations

and development expenses

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for the research and development of our products, including:

costs charged to us by various external contract research organizations we contract with

to conduct clinical and preclinical studies and engineering design and development;

consulting costs for engineering design and development;

and benefit costs associated with our chief medical officer and engineering personnel;

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expense for facilities maintained solely for research and development purposes.

current research and development activities, including our clinical trials, are focused principally on the acceleration of EsoGuard

and Veris Cancer Care Platform commercialization.

We will resume research and development activities with respect to other products

in our pipeline as well as applicable new technologies, as resources permit.

current research and development activities, including our clinical trials, are focused principally on the acceleration of EsoGuard and

Veris Cancer Care Platform commercialization.

We will resume research and development activities with respect to other products in our

pipeline as well as applicable new technologies, as resources permit.

Income and Expense, net

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dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented as dollars

in millions, except for per share amounts.

months ended March 31, 2023 as compared to three months ended March 31, 2022

the three months ended March 31, 2023, revenue was $0.4 million as compared to $0.2 million for the corresponding period in the

The $0.2 million increase principally relates to the revenue for our EsoGuard Esophageal DNA Test performed in our own CLIA

laboratory, as compared to revenue from the EsoGuard Commercialization Agreement with RDx, in the prior year period, which was terminated

on February 25, 2022 as Lucid Diagnostics transitioned to its own laboratory operations.

the three months ended March 31, 2023, cost of revenue was approximately $1.3 million as compared to $0.4 million for the corresponding

in millions, except for share and per share amounts.

months ended June 30, 2023 as compared to three months ended June 30, 2022

the three months ended June 30, 2023, revenue was $0.2 million as compared to $0.0 million for the corresponding period in the prior

The $0.2 million increase principally relates to the revenue for our EsoGuard Esophageal DNA Test performed in our own CLIA laboratory,

as compared to revenue from the EsoGuard Commercialization Agreement with RDx, in the prior year period, which was terminated on February

25, 2022 when Lucid Diagnostics transitioned to its own laboratory operations.

the three months ended June 30, 2023, cost of revenue was approximately $1.7 million as compared to $0.0 million for the corresponding

period in the prior year.

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approximately

$0.3 million increase in EsoCheck and EsoGuard supplies usage costs;

$0.6 million increase in EsoCheck and EsoGuard supplies costs;

approximately

$0.2 million increase in compensation related costs as a result of an increase in headcount.

$0.5 million increase in compensation related costs.

and marketing expenses

the three months ended March 31, 2023, sales and marketing costs were approximately $4.5 million as compared to $3.9 million for

the three months ended June 30, 2023, sales and marketing costs were approximately $4.3 million as compared to $4.9 million for the corresponding

period in the prior year.

The net decrease of $0.6 million was principally related to:

approximately

$0.7 million decrease related to a reduction of third party marketing expenses;

approximately

$0.1 million increase in facility related costs.

and administrative expenses

the three months ended June 30, 2023, general and administrative costs were approximately $6.7 million as compared to $11.2 million for

the corresponding period in the prior year.

The net increase of $0.6 million was principally related to:

The net decrease of $4.5 million was principally related to:

approximately

$1.4 million increase in compensation related costs principally as a result of an increase

in headcount;

$2.5 million decrease in stock based compensation from RSA and stock option grants to Lucid and PAVmed employees and non-employees;

approximately $1.6 million decrease in third-party professional fees

and expenses related to legal services, accounting and audit services, consulting fees and professional recruiting services;

approximately $0.4 million decrease related to the termination of the

MSA-RDx and lower general business expenses primarily related to reduced insurance premiums.

and development expenses

the three months ended June 30, 2023, research and development costs were approximately $3.5 million as compared to $6.7 million for

the corresponding period in the prior year.

The net decrease of $3.2 million was principally related to:

approximately

$0.6 million decrease in consulting and outside professional services;

$3.5 million decrease in development costs, particularly in clinical trial activities and outside professional and consulting fees

primarily with respect to CarpX, EsoCure, and NextFlo;

approximately

$0.2 million decrease in stock based compensation from RSA and stock option grants to Lucid

and PAVmed employees and non-employees.

and administrative expenses

the three months ended March 31, 2023, general and administrative costs were approximately $10.0 million as compared to $9.5 million

for the corresponding period in the prior year.

$0.3 million increase in compensation related costs, including stock based compensation.

mentioned above, above we have paused research and development with respect to CarpX, EsoCure, NextFlo and PortIO.

Until such time as

resources permit, we expect to devote substantially all of our research and development efforts to EsoGuard, EsoCheck and the Veris Cancer

Care Platform.

of Acquired Intangible Assets

amortization of acquired intangible assets remained relatively level in the three months ended June 30, 2023, as compared to the corresponding

period in the prior year.

of Operations - continued

three months ended June 30, 2023 as compared to the three months ended June 30, 2022 - continued

Income and Expense

in fair value of convertible debt

In the three months ended June 30, 2023, the change in the fair value

of our convertible notes was approximately $0.3 million of expense, related to the April 2022 Senior Convertible Note (as defined in “ Liquidity

and Capital Resources ” below), the September 2022 Senior Convertible Note (as defined in “ Liquidity and Capital Resources ”

below), and the Lucid March 2023 Senior Convertible Note.

The April 2022 Senior Convertible Note, the September 2022 Senior Convertible

Note, and the Lucid March 2023 Senior Convertible Note were initially measured at their issue-date estimated fair value and subsequently

remeasured at estimated fair value as of the reporting period date.

The Company initially recognized an aggregate of $4.3 million of fair

value non-cash expense on the issue dates.

on Debt Extinguishment

the three months ended June 30, 2023, a debt extinguishment loss in the aggregate of approximately $0.7 million was recognized in connection

with our April 2022 Senior Convertible Note as discussed below.

the three months ended June 30, 2023, approximately $1.7 million of principal repayments, along with less than $0.1 million of interest

expense thereon, were settled through the issuance of 5,192,838 shares of common stock of the Company, with such shares having a

fair value of approximately $2.4 million (with such fair value measured as the respective conversion date quoted closing price of

the common stock of the Company).

The conversions resulted in a debt extinguishment loss of $0.7 million in the three months ended

June 30, 2023.

were no similar debt extinguishment losses in the three months ended June 30, 2022.

Note 11 , Debt , to the Financial Statements, for additional information with respect to the April 2022 Senior Convertible Note,

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

of Operations - continued

months ended June 30, 2023 as compared to six months ended June 30, 2022

the six months ended June 30, 2023, revenue was $0.6 million as compared to $0.2 million for the corresponding period in the prior year.

The $0.4 million increase principally relates to the revenue for our EsoGuard Esophageal DNA Test performed in our own CLIA laboratory,

as compared to revenue from the EsoGuard Commercialization Agreement with RDx, in the prior year period, which was terminated on February

25, 2022 when Lucid Diagnostics transitioned to its own laboratory operations.

the six months ended June 30, 2023, cost of revenue was approximately $3.0 million as compared to $0.4 million for the corresponding

period in the prior year.

The $2.6 million increase principally related to:

approximately

$1.0 million increase in laboratory facility and operations costs;

approximately

$0.9 million increase in EsoCheck and EsoGuard supplies costs;

approximately

$0.7 million increase in compensation related costs.

and marketing expenses

the six months ended June 30, 2023, sales and marketing costs were approximately $8.9 million as compared to $8.8 million for the corresponding

period in the prior year.

The net increase of $0.1 million was principally related to:

approximately

$0.9 million increase in third-party professional services related to legal services, accounting

and audit services, outsourced information technology services, investor relations expenses,

and public company expenses;

$1.3 million increase in compensation related costs principally as a result of an increase in headcount;

approximately $0.2 million increase in facility related costs;

approximately

$0.7 million increase in compensation related costs principally as a result of an increase

in headcount;

$1.1 million decrease in third party marketing expenses;

approximately

$0.6 million decrease in general business expenses related to favorable renewal of corporate

insurance policies;

$0.3 million decrease in stock based compensation from RSA and stock option grants to Lucid and PAVmed employees.

and administrative expenses

the six months ended June 30, 2023, general and administrative costs were approximately $16.7 million as compared to $20.7 million for

the corresponding period in the prior year.

The net decrease of $4.0 million was principally related to:

approximately

$0.4 million decrease in stock based compensation from RSA and stock option grants to Lucid

and PAVmed employees and non-employees;

$2.9 million decrease in stock based compensation from RSA and stock option grants to Lucid and PAVmed employees and non-employees;

approximately $2.0 million decrease in third-party professional fees and

expenses related to legal services, consulting fees and professional recruiting services;

approximately

$0.1 million decrease in facility related expenses.

$0.9 million increase in compensation related costs.

and development expenses

the three months ended March 31, 2023, research and development costs were approximately $4.4 million as compared to $5.9 million

for the corresponding period in the prior year.

the six months ended June 30, 2023, research and development costs were approximately $7.9 million as compared to $12.7 million for the

corresponding period in the prior year.

The net decrease of $4.8 million was principally related to:

approximately

$2.7 million decrease in development costs, particularly in clinical trial activities and

outside professional and consulting fees primarily with respect to CarpX, EsoCure, and NextFlo;

● approximately

$0.6 million increase in compensation related costs and related to expanded clinical and

engineering staff;

$5.5 million decrease in development costs, particularly in clinical trial activities and outside professional and consulting fees

primarily with respect to CarpX, EsoCure, and NextFlo;

approximately

$0.4 million increase related to clinical activities performed by CWRU;

$0.4 million decrease in third-party professional consulting services related to regulatory and development activities;

approximately

$0.2 million increase in stock based compensation from RSA and stock option grants to Lucid

and PAVmed employees and non-employees.

mentioned above, above we have paused research and development with respect to CarpX, EsoCure and PortIO.

$1.1 million increase in compensation related costs, including stock based compensation.

mentioned above, we have paused research and development with respect to CarpX, EsoCure, NextFlo and PortIO.

Until such time as resources

1 unchanged sentence

of Acquired Intangible Assets

the three months ended March 31, 2023, the amortization of acquired intangible assets was approximately $0.5 million as compared

to $0.1 million for the corresponding period in the prior year.

The net increase was principally related to the purchase of laboratory

licenses and certifications and laboratory information management software in three months ended March 31, 2022.

amortization of acquired intangible assets remained relatively level in the six months ended June 30, 2023, as compared to the corresponding

period in the prior year.

of Operations - continued

three months ended March 31, 2023 as compared to the three months ended March 31, 2022 - continued

six months ended June 30, 2023 as compared to the six months ended June 30, 2022 - continued

Income and Expense

in fair value of convertible debt

the three months ended March 31, 2023, the non-cash expense recognized for the change in the fair value of our convertible notes

was approximately $1.0 million, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the

Lucid March 2023 Senior Convertible Note.

The April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the

Lucid March 2023 Senior Convertible Note were initially measured at their issue-date estimated fair value and subsequently remeasured

at estimated fair value as of the reporting period date.

The Company initially recognized an aggregate of $4.3 million of fair value

non-cash expense on the issue dates.

This initial recognition was partially offset by an aggregate of $2.0 million of decreases in fair

value upon remeasurements through March 31, 2023.

There were no similar non-cash expenses recognized in the three months ended March

the six months ended June 30, 2023, the change in the fair value of our convertible notes was approximately $1.4 million of expense,

related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible

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

Note were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value as of the reporting

The Company initially recognized an aggregate of $4.3 million of fair value non-cash expense on the issue dates.

on Issue and Offering Costs - Senior Secured Convertible Note

the three months ended March 31, 2023, in connection with the issue of the Lucid March 2023 Senior Convertible Notes, we recognized

a total of approximately $1.2 million of lender fees and offering costs paid by us.

There were no similar lender fees or offering costs

paid in the three months ended March 31, 2022.

the six months ended June 30, 2023, in connection with the issue of the Lucid March 2023 Senior Convertible Notes, we recognized a total

of approximately $1.2 million of lender fees and offering costs paid by us.

In the six months ended June 30, 2022, in connection with

the issue of the April 2022 Senior Convertible Notes, we recognized a total of approximately $3.1 million of lender fees and offering

on Debt Extinguishment

the three months ended March 31, 2023, a debt extinguishment loss in the aggregate of approximately $0.5 million was recognized

in connection with our April 2022 Senior Convertible Note as discussed below.

the three months ended March 31, 2023, approximately $1.5 million of principal repayments

along with less than $0.1 million 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 $2.0 million (with such fair value measured as the respective conversion

date quoted closing price of the common stock of the Company).

The conversions resulted in

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

were no similar debt extinguishment losses in the three months ended March 31, 2022.

the six months ended June 30, 2023, a debt extinguishment loss in the aggregate of approximately $1.3 million was recognized in connection

with our April 2022 Senior Convertible Note as discussed below.

the six months ended June 30, 2023, approximately $3.2 million of principal repayments along with less than $0.1 million 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 $4.4 million (with such fair value measured as the respective conversion date quoted closing price of

the common stock of the Company).

The conversions resulted in a debt extinguishment loss of $1.3 million in the six months ended

June 30, 2023.

were no similar debt extinguishment losses in the six months ended June 30, 2022.

Note 11 , Debt , to the Financial Statements, for additional information with respect to the April 2022 Senior Convertible Note,

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We experienced a net loss before noncontrolling interests of approximately $40.1 million and

used approximately $16.3 million of cash in operations for the three months ended March 31, 2023.

Financing activities provided $24.8 million of cash during the three months ended March 31, 2023.

We ended the quarter with cash on-hand

of $49.3 million as of March 31, 2023.

We expect to continue to experience

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

transactions.

Notwithstanding, however, with the cash on-hand as of the date hereof and the other debt and equity committed

sources of financing described below, we expect to be able to fund our future operations for the one year period from the date of the

issue of the our unaudited condensed consolidated Financial Statements, as included herein this Form 10-Q.

used approximately $29.1 million of cash in operations for the six months ended June 30, 2023.

Financing activities provided $25.5 million

of cash during the six months ended June 30, 2023.

We ended the quarter with cash on-hand of $37.2 million as of June 30, 2023.

to continue to experience recurring losses and negative cash flows from operations, and will continue to fund our operations with debt

and/or equity financing transactions.

Notwithstanding, however, with the cash on-hand as of the date hereof and the other debt and equity

committed sources of financing described below, we expect to be able to fund our future operations for the one year period from the date

of the issue of the our unaudited condensed consolidated Financial Statements, as included herein this Form 10-Q.

of Shares of Our Common Stock

the three months ended March 31, 2023

issued 573,229 shares of our common stock for proceeds of approximately $0.2 million under

the PAVmed Employee Stock Purchase Plan (“ESPP”), as such plan is discussed in

Note 12, Stock-Based Compensation, to the Financial Statements.

the six months ended June 30, 2023

issued 573,229 shares of our common stock for proceeds of approximately $0.2 million under the PAVmed Employee Stock Purchase Plan

(“ESPP”), as such plan is discussed in Note 12, Stock-Based Compensation, to the Financial Statements.

issued 2,330,747 shares of our common stock for net proceeds of approximately $1.2 million, after payment of 3% commissions, from

1 unchanged sentence

See below for more information.

issued 1,500,000 shares of our common stock to a service provider as the consideration for services rendered.

The issued shares

of common stock had a fair value of approximately $0.6 million.

See Note 14, Common Stock and Common Stock Purchase Warrants for additional

On the six-month anniversary of the issuance of the shares, the then-current market value of the shares will be determined

based on the volume weighted average price per share of the common stock during the last ten trading days of such six-month period.

the aggregate market value of the shares as so determined is less than $750,000, the Company shall, at its election, either pay to the service

provider an amount in cash equal to the shortfall or issue to the service provider a number of additional shares equal to the shortfall

divided by the greater of the market value and $0.10.

In no event will the number of shares issued exceed 9.99% of the Company’s

outstanding common stock as of May 31, 2023.

Purchase Agreement - March 31, 2022 - Senior Secured Convertible Notes - April 4, 2022 and September 8, 2022

as of March 31, 2022, we entered into the SPA with the Investor, pursuant to which we agreed to sell, and the Investor agreed to purchase

as of March 31, 2022, we entered into the SPA with an accredited investor, pursuant to which we agreed to sell, and the investor agreed to purchase

an aggregate of $50.0 million face value principal of Senior Secured Convertible Notes.

24 unchanged sentences

and Capital Resources - continued

the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and the SPA, we are subject to certain customary affirmative

and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making

of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other

indebtedness, and transactions with affiliates, among other customary matters.

We also are subject to financial covenants requiring that

(i) the amount of our available cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount

of the notes issued under the SPA, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market

capitalization over the prior ten trading days, not exceed 30% (except that such maximum percentage was 50% for the period from September

8, 2022 through March 5, 2023) (the “Debt to Market Cap Ratio Test”), and (iii) that our market capitalization shall at no

time be less than $75 million (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial

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.

Subject to the waiver, as of March 31, 2023, the Company was in compliance with the Financial Tests, and is presently in

compliance with the Financial Tests.

Note 11 , Debt , to the Financial Statements for additional information about the SPA, the April 2022 Senior Convertible Note, and the September 2022 Senior Convertible Note.

Under the April 2022 Senior Convertible Note, the September 2022 Senior

Convertible Note and the SPA, we are subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness,

the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions

or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters.

We also are subject to financial covenants requiring that (i) the amount of our available cash equal or exceed $8.0 million at all times,

(ii) the ratio of (a) the outstanding principal amount of the notes issued under the SPA, accrued and unpaid interest thereon and accrued

and unpaid late charges to (b) our average market capitalization over the prior ten trading days, not exceed 30% (except that such maximum

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

(iii) that our market capitalization shall at no time be less than $75 million (the “Market Cap Test” and, together with the

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

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.

Note 11 , Debt , to the Financial Statements for additional information about the SPA, the April 2022 Senior Convertible Note, and

the September 2022 Senior Convertible Note.

Diagnostics - Series A Preferred Stock Offering

March 7, 2023, Lucid entered into subscription agreements for the sale of 13,625 shares of the Lucid Series A Preferred Stock.

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

The Lucid 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.

The terms of the Lucid

Series A Preferred Stock also include a 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 each of 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.

On March 7, 2023, Lucid Diagnostics entered into subscription agreements

for the sale of 13,625 shares of the Lucid Series A Preferred Stock.

Each share of the Lucid Series A Preferred Stock has a stated value

of $1,000 and a conversion price of $1.394.

The Lucid 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 (or, if later, the effective

date of an increase in Lucid Diagnostics’ authorized share capital or the effective date of a registration statement covering the

resale of the underlying shares), and automatically converts into shares of Lucid Diagnostics’ common stock on the second anniversary

of its issuance.

The terms of the Lucid Series A Preferred Stock also include a 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 each

of 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.

Diagnostics - Securities Purchase Agreement - March 13, 2023 - Senior Secured Convertible Note - March 21, 2023

as of March 13, 2023, Lucid Diagnostics entered into a Securities Purchase Agreement the Lucid SPA with the Investor, an accredited institutional

investor, pursuant to which Lucid Diagnostics agreed to sell, and the Investor agreed to purchase the Lucid March 2023 Senior Convertible

Note with a face value principal of $11.1 million.

Lucid Diagnostics issued the Lucid March 2023 Senior Convertible Note on March 21,

2023 pursuant to the Lucid SPA.

The Lucid March 2023 Senior Convertible Note proceeds were $9.925 million after deducting a $1.186 million

lender fee and offering costs.

Lucid March 2023 Senior Convertible Note has 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,

Effective as of March 13, 2023, Lucid Diagnostics entered into the Lucid

SPA with an accredited institutional investor, pursuant to which Lucid Diagnostics agreed to sell, and the investor agreed to purchase

the Lucid March 2023 Senior Convertible Note with a face value principal of $11.1 million.

Lucid Diagnostics issued the Lucid March 2023

Senior Convertible Note on March 21, 2023 pursuant to the Lucid SPA.

The Lucid March 2023 Senior Convertible Note proceeds were $9.925

million after deducting a $1.186 million lender fee and offering costs.

Lucid March 2023 Senior Convertible Note has 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 the two-year anniversary of the date of issuance.

8 unchanged sentences

covenants requiring that (i) the amount of its available cash equal or exceed $5.0 million at all times, (ii) the ratio of (a) the outstanding

principal amount of the notes issued under the Lucid SPA, accrued and unpaid interest thereon and accrued and unpaid late charges, as of the last day of any fiscal quarter commencing with September 30, 2023, to

(b) Lucid Diagnostics’ average market capitalization over the prior ten trading days, not exceed 30%, and (iii) that Lucid Diagnostics’

market capitalization shall at no time be less than $30 million (the “Lucid Financial Tests”).

As of March 31, 2023, Lucid Diagnostics was in compliance with the Lucid

Financial Tests.

principal amount of the notes issued under the Lucid SPA, accrued and unpaid interest thereon and accrued and unpaid late charges, as

of the last day of any fiscal quarter commencing with September 30, 2023, to (b) Lucid Diagnostics’ average market capitalization

over the prior ten trading days, not exceed 30%, and (iii) that Lucid Diagnostics’ market capitalization shall at no time be less

than $30 million (the “Lucid Financial Tests”).

As of June 30, 2023, Lucid Diagnostics was in compliance with the Lucid Financial

In addition, Lucid Diagnostics presently is in compliance with the Lucid Financial Tests.

2 unchanged sentences

and sold under a Controlled Equity Offering Agreement between us and Cantor.

In the three months ended March 31, 2023, the

Company sold 1,081,997 shares through its at-the-market equity facility for net proceeds of approximately $0.6 million, after payment of 3%

Subsequent to March 31, 2023, through May 11, 2023, we sold 878,634 shares through its at-the-market

equity facility for net proceeds of approximately $0.4 million, after payment of 3% commissions.

In March 2023, the “at-the-market offering”

became subject to General Instruction I.B.6 of Form S-3, which limits sales of our securities under this instruction in any 12-month

period to one-third of the aggregate market value of our public float (unless our public float rises to $75 million or more, in which

case the instruction will cease to apply).

As a result of this limitation and our then-current public float, in May 2023, we amended

our “at-the-market offering” to cover up to an additional $18 million of our common stock.

In the six months ended June 30,

2023, the Company sold 2,330,747 shares through its at-the-market equity facility for net proceeds of approximately $1.2 million, after

payment of 3% commissions.

Diagnostics Inc.

- Committed Equity Facility and ATM Facility

In March 2022, Lucid Diagnostics

entered into a committed equity facility with a Cantor affiliate.

Under the terms of the committed equity facility, the Cantor affiliate

has committed to purchase up to $50 million of Lucid Diagnostics’ common stock from time to time at Lucid Diagnostics’ request.

While there are distinct differences, the committed equity facility is structured similarly to a traditional at-the-market equity facility,

insofar as it allows Lucid Diagnostics to raise primary equity capital on a periodic basis at prices based on the existing market price.

Cumulatively a total of 680,263 shares of Lucid Diagnostics’ common stock were issued for net proceeds of approximately $1.8 million,

after payment of 4% commissions, as of March 31, 2023.

In November 2022, Lucid Diagnostics

also 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.

In the three months ended March 31, 2023, Lucid Diagnostics

sold 230,068 shares through its at-the-market equity facility for net proceeds of approximately $0.3 million, after payment of 3% commissions.

March 2022, Lucid Diagnostics entered into a committed equity facility with a Cantor affiliate.

Under the terms of the committed equity

facility, the Cantor affiliate has committed to purchase up to $50 million of Lucid Diagnostics’ common stock from time to time

at Lucid Diagnostics’ request.

While there are distinct differences, the committed equity facility is structured similarly to a

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

at prices based on the existing market price.

Cumulatively a total of 680,263 shares of Lucid Diagnostics’ common stock were issued

for net proceeds of approximately $1.8 million, after a 4% discount, as of June 30, 2023.

November 2022, Lucid Diagnostics also 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.

In the six months ended

June 30, 2023, Lucid Diagnostics sold 230,068 shares through its at-the-market equity facility for net proceeds of approximately $0.3

million, after payment of 3% commissions.

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

Accounting Policies and Significant Judgments and Estimates

12 unchanged sentences

for the year ended December 31, 2022 as filed with the SEC on March 14, 2023.

There have been no material changes to our critical accounting policies and estimates in the three months ended March 31, 2023.

There have been no material changes to our critical accounting

policies and estimates in the six months 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 2. Management’s Discussion and Analysis