What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-25 compared with 2023-03-14 · 1056 added, 1259 removed, 723 unchanged (76% of the section changed)

43 unchanged sentences

Other Information

Material Modification to Rights of Security Holders

On December 4, 2023, the Company

announced the extension of the Company’s Series Z Warrants, by 12 months, to April 30, 2025.

Such extension became effective as

of December 31, 2023.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended

December 31, 2023, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

information required by this Item 10 is incorporated by reference to our Proxy Statement for our 2023 Annual Meeting of Stockholders

information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders

to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2023.

27 unchanged sentences

Incorporation

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

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

and ResearchDx, Inc.

Certificate of Incorporation

Certificate of Amendment to Certificate of Incorporation

Certificate of Amendment to Certificate of Incorporation, dated October 1, 2018

Certificate of Amendment to Certificate of Incorporation, dated June 26, 2019

Certificate of Amendment to Certificate of Incorporation, dated July 24, 2020

Certificate of Amendment to Certificate of Incorporation, dated June 21, 2022

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

Amended and Restated Bylaws

of Incorporation

of Amendment to Certificate of Incorporation

of Amendment to Certificate of Incorporation, dated October 1, 2018

of Amendment to Certificate of Incorporation, dated June 26, 2019

of Amendment to Certificate of Incorporation, dated July 24, 2020

of Amendment to Certificate of Incorporation, dated June 21, 2022

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

and Restated Bylaws

Description of Registrant’s Securities

Specimen Common Stock Certificate

Specimen Series Z Warrant Certificate

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

and Continental Stock Transfer & Trust Company, as Warrant Agent

Form of PAVmed Inc.

Common Stock Certificate

Series Z Warrant Certificate

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

and Continental Stock Transfer &

Trust Company, as Warrant Agent

of PAVmed Inc.

Senior Secured Convertible Note

Patent Option Agreement

Form of Letter Agreement with HCFP Capital Partners III LLC

Form of Letter Agreement with Pavilion Venture Partners LLC

Letter agreement regarding corporate opportunities executed by Lishan Aklog, M.D.

Letter agreement regarding corporate opportunities executed by Michael Glennon

Letter agreement regarding corporate opportunities executed by Brian deGuzman, M.D.

Amended and Restated Employment Agreement between PAVmed Inc.

Form of Lucid Diagnostics Senior Secured Convertible Note

Option Agreement

of Letter Agreement with HCFP Capital Partners III LLC

of Letter Agreement with Pavilion Venture Partners LLC

agreement regarding corporate opportunities executed by Lishan Aklog, M.D.

agreement regarding corporate opportunities executed by Michael Glennon

agreement regarding corporate opportunities executed by Brian deGuzman, M.D.

and Restated Employment Agreement between PAVmed Inc.

and Lishan Aklog, M.D.

Amended and Restated Employment Agreement between PAVmed Inc.

and Restated Employment Agreement between PAVmed Inc.

and Dennis M.

Employment Agreement between PAVmed Inc.

Agreement between PAVmed Inc.

deGuzman, M.D.

3 unchanged sentences

and Michael A.

Employment Agreement between PAVmed Inc.

Amended and Restated License Agreement, dated as of August 23, 2021, by and between Case Western Reserve University and Lucid Diagnostics Inc.

Agreement between PAVmed Inc.

and Restated License Agreement, dated as of August 23, 2021, by and between Case Western Reserve University and Lucid Diagnostics

Form of Stock Option Agreement

Form of Indemnification Agreement

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

and ResearchDx, Inc.

Termination Agreement, dated as of February 10, 2023, by and among Lucid Diagnostics Inc., LucidDx Labs Inc.

and ResearchDx, Inc.

Controlled Equity Offering SM , dated as of December 21, 2021, by and between Cantor Fitzgerald & Co.

Equity Offering SM , dated as of December 21, 2021, by and between Cantor Fitzgerald & Co.

and PAVmed Inc.

Form of Securities Purchase Agreement

Form of Security Agreement

Form of Voting Agreement

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

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

Controlled Equity Offering SM , dated as of November 23, 2022, by and between Cantor Fitzgerald & Co.

of Securities Purchase Agreement

of Security Agreement

of Voting Agreement

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

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

Equity Offering SM , dated as of November 23, 2022, by and between Cantor Fitzgerald & Co.

and Lucid Diagnostics Inc.

Form of Securities Purchase Agreement (LUCD)

Form of Guaranty (LUCD)

Form of Registration Rights Agreement (LUCD)

Management Services Agreement, dated as of May 12, 2018, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Eighth Amendment to Management Services Agreement, dated as of March 22, 2024, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Form of Code of Ethics

7 unchanged sentences

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

XBRL Instance Document

XBRL Taxonomy Extension Schema

Form of Compensation Clawback Policy

Instance Document

Taxonomy Extension Schema

Taxonomy Extension Calculation Linkbase

2 unchanged sentences

Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Management contract or compensatory plan or arrangement.

Filed herewith

Lucid Diagnostics Inc.

contract or compensatory plan or arrangement.

Diagnostics Inc.

Form 10-K Summary

1 unchanged sentence

the undersigned hereunto duly authorized.

Dennis M McGrath

Financial Officer

and Chief Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, as amended, the report has been signed by the following persons on behalf

19 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2022

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2021

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2023

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

1 unchanged sentence

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

the Stockholders and Board of Directors of

on the Financial Statements

1 unchanged sentence

and Subsidiaries (the “Company”) as of December

31, 2022 and 2021, the related consolidated statements of operations, changes in equity (deficit) and cash flows for each of the two

years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022,

in conformity with accounting principles generally accepted in the United States of America.

31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows

for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of

the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United

States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant

working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

20 unchanged sentences

provide a reasonable basis for our opinion.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was

communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we

are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the

accounts or disclosures to which it relates.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Valuation of Convertible Notes

of Convertible Notes

Audit Matter Description

described in Note 14 to the consolidated financial statements, the Company issued $38.75 million in aggregate principal of Senior Secured

Convertible Notes pursuant to a Securities Purchase Agreement dated March 31, 2022.

The Senior Secured Convertible Notes contain conversion

and redemption features.

The Company elected to account for the Senior Secured Convertible Notes under the fair value option in accordance

with ASC 825.

The fair value of the Senior Secured Convertible Notes was $33.65 million as of December 31, 2022.

identified the valuation of convertible notes as a critical audit matter as auditing the Company’s fair value of the Senior Secured Convertible

Notes was complex and involved a high degree of subjectivity because the Company used a complex valuation methodology that incorporated

significant management assumptions including debt yield and implied volatility.

Also, this matter caused us to use increased effort including

involvement of professionals with specialized skill and knowledge.

As described in Notes 12 and 13 to the

consolidated financial statements, the Company’s aggregate principal balance of the Senior Secured Convertible Notes amounted

to $37.68 million as of December 31, 2023.

The Senior Secured Convertible Notes contain conversion and redemption features.

Company elected to account for the Senior Secured Convertible Notes under the fair value option in accordance with ASC 825.

value of the Senior Secured Convertible Notes was $44.2 million as of December 31, 2023.

We identified the valuation of convertible notes as

a critical audit matter as auditing the Company’s fair value of the Senior Secured Convertible Notes was complex and involved a high degree

of subjectivity because the Company used a complex valuation methodology that incorporated significant management assumptions including

discount rate and expected volatility.

Also, this matter caused us to use increased effort including involvement of professionals with

specialized skill and knowledge.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the valuation of convertible notes included the following, among others:

We obtained an understanding of the design of the Company’s controls over the valuation of the convertible notes, including controls

obtained an understanding of the design of the Company’s controls over the valuation of the convertible notes, including controls

over management’s review of the valuation model and the significant assumptions used in determining the fair value of the convertible

With assistance of our valuation specialists, we audited the fair value of the Senior Secured Convertible Notes,

valuation methodology and key assumptions used in determining the fair value of the Senior Secured Convertible Notes by:

Evaluating the appropriateness of the valuation model and techniques used in determining the fair value;

Assessing whether significant valuation assumption inputs, including debt yield and implied volatility are consistent with those that

would be used by market participants through the testing of source information, checking the mathematical accuracy of the calculation,

and developing independent estimates and comparing to those selected by management, where applicable;

Recalculating the fair value that management arrived to verify it was reasonable.

We tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

assistance of our valuation specialists, we audited the fair value of the Senior Secured Convertible Notes, valuation methodology and

key assumptions used in determining the fair value of the Senior Secured Convertible Notes by:

the appropriateness of the valuation model and techniques used in determining the fair value;

whether significant valuation assumption inputs, including discount rate and expected volatility are consistent with those that

would be used by market participants through the testing of source information, checking the mathematical accuracy of the

calculation, and developing independent estimates and comparing to those selected by management, where applicable;

Recalculating

the fair value that management arrived to verify it was reasonable.

tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

have served as the Company’s auditor since 2019.

1 unchanged sentence

thousands except number of shares and per share data)

December 31, 2022

December 31, 2021

expenses, deposits, and other current assets

current assets

Accounts receivable

Prepaid expenses, deposits, and other current assets

Total current assets

Fixed assets, net

Operating lease right-of-use assets

Intangible assets, net

Liabilities, Preferred Stock and Stockholders’ Equity

lease right-of-use assets

Preferred Stock and Stockholders’ Equity

expenses and other current liabilities

lease liabilities, current portion

Secured Convertible Notes - at fair value

current liabilities

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Senior Secured Convertible Notes - at fair value

Total current liabilities

Operating lease liabilities, less current portion

Total liabilities

Commitments and contingencies (Note 12)

Stockholders’ Equity:

Preferred stock, $ 0.001 par value.

lease liabilities, less current portion

and contingencies (Note 11)

Stockholders’

stock, $ 0.001 par value.

Authorized, 20,000,000 shares;

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding 1,205,759 at December 31, 2022 and 1,113,919 shares at December 31, 2021

Common stock, $ 0.001 par value.

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding

1,305,213 at December 31, 2023 and 1,205,759 shares at December 31, 2022

stock, $ 0.001 par value.

Authorized, 50,000,000 shares;

94,510,537 and 86,367,845 shares outstanding as of December 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

Accumulated deficit

Treasury stock

Total PAVmed Inc.

Stockholders’ Equity

Noncontrolling interests

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

8,578,505 and 6,300,703 shares outstanding as of December 31, 2023 and December

31, 2022, respectively

paid-in capital

Stockholders’ Equity (Deficit)

Noncontrolling

Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity (Deficit)

accompanying notes to the consolidated financial statements.

1 unchanged sentence

thousands except number of shares and per share data)

Years Ended December 31,

Ended December 31,

and marketing

and administrative

of acquired intangible assets

and development

operating expenses

Cost of revenue

Sales and marketing

General and administrative

Amortization of acquired intangible assets

Research and development

Total operating expenses

Net loss from operations

Other income (expense):

Interest expense

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

Loss on issue and offering costs - Senior Secured Convertible Note

Debt extinguishments loss - Senior Secured Convertible Notes

Debt forgiveness

Other income (expense), net

Loss before provision for income tax

Provision for income taxes

Net loss before noncontrolling interests

Net loss attributable to the noncontrolling interests

Net loss attributable to PAVmed Inc.

income (expense):

in fair value - Senior Secured Convertible Notes

on issue and offering costs - Senior Secured Convertible Note

extinguishments loss - Senior Secured Convertible Notes

in fair value - derivative liability

on sale of intellectual property

income (expense), net

before provision for income tax

for income taxes

loss before noncontrolling interests

loss attributable to the noncontrolling interests

loss attributable to PAVmed Inc.

Deemed dividend on Series Z warrant modification

Series B Convertible Preferred Stock dividends earned

Net loss attributable to PAVmed Inc.

loss attributable to PAVmed Inc.

common stockholders

Per share information:

Net loss per share attributable to PAVmed Inc.

- basic and diluted

Net loss per share attributable to PAVmed Inc.

share information (1) :

loss per share attributable to PAVmed Inc.

common stockholders – basic and diluted

Weighted average common shares outstanding, basic and diluted

average common shares outstanding, basic and diluted

the Company’s 1-for-15 reverse stock split that became effective December 7, 2023.

Refer to Note 3 - Summary of Significant Accounting

Policies for further information.

accompanying notes to the consolidated financial statements.

STATEMENT OF CHANGES IN EQUITY (DEFICIT)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the YEAR ENDED December 31, 2023

5 unchanged sentences

declared - Series B Convertible Preferred Stock

- Series B Convertible Preferred Stock

common stock - PAVM ATM Facility

- restricted stock awards

- Series Z warrants

- Senior Secured Convertible Note

- stock options

- stock options of majority-owned subsidiary

- majority-owned subsidiary common stock - Senior Secured Convertible Note

- Employee Stock Purchase Plan

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

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

- 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 - Installment Payment

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

- vendor service agreement

- majority-owned subsidiary preferred stock

of shares related to reverse stock split

value from Z Warrant modification

compensation - PAVmed Inc.

3 unchanged sentences

accompanying notes to the consolidated financial statements.

STATEMENT OF CHANGES IN EQUITY (DEFICIT)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the YEAR ENDED December 31, 2022

3 unchanged sentences

- December 31, 2021

$ ( 138,910 )

Beginning balance

$ ( 138,910 )

declared - Series B Convertible Preferred Stock

- Series B Convertible Preferred Stock

common stock – registered offerings, net

common stock - PAVM ATM Facility

- restricted stock awards

- Series Z warrants

- Series W warrants

- Senior Secured Convertible Note

- stock options

- stock options of majority-owned subsidiary

- Employee Stock Purchase Plan

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

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

of subsidiary equity transactions

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

compensation - PAVmed Inc.

compensation - majority-owned subsidiary

in Veris Health Inc.

compensation - majority-owned subsidiaries

- December 31, 2022

4 unchanged sentences

thousands, except number of shares and per share data)

Year Ended December 31,

Cash flows from operating activities

Net loss - before noncontrolling interest (“NCI”)

Ended December 31,

flows from operating activities

loss - before noncontrolling interest (“NCI”)

$ ( 103,238 )

Adjustments to reconcile net loss - before NCI to net cash used in operating activities

Depreciation and amortization expense

Stock-based compensation

In-process R&D charge

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

Change in fair value - Senior Secured Convertible Note

Loss upon Issuance - Senior Secured Convertible Note

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

Debt forgiveness

Non-cash lease expense

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses, deposits and current and other assets

Accounts payable

Accrued expenses and other current liabilities

Net cash flows used in operating activities

Cash flows from investing activities

Purchase of equipment

Asset acquisitions, net of cash

Net cash flows used in investing activities

Cash flows from financing activities

Proceeds – issue of common stock - initial public offering - majority-owned subsidiary

Payment – offering costs - initial public offering - majority-owned subsidiary common stock

Proceeds – issue of common stock – registered offerings

Payment – offering costs – registered offerings

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

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

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

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

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

Proceeds – exercise of Series Z warrants

Proceeds – exercise of Series W warrants

Proceeds – exercise of stock options

Proceeds – issue common stock – Employee Stock Purchase Plan

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

Net cash flows provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

to reconcile net loss - before NCI to net cash used in operating activities

and amortization expense

on sale of intellectual property

Issue common stock of majority-owned subsidiary - termination payment

common stock - vendor service agreement

Change in fair value - Senior Secured

Convertible Notes

on issue - Senior Secured Convertible Note

extinguishment loss - Senior Secured Convertible Note

lease expense

in operating assets and liabilities:

expenses, deposits and current and other assets

expenses and other current liabilities

cash flows used in operating activities

flows from investing activities

from sale of intellectual property

cash flows provided by (used in) investing activities

flows from financing activities

– issue of preferred stock - majority-owned subsidiary

– issue of Senior Secured Convertible Note

– Senior Secured Convertible Note – acceleration floor payments

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

– majority-owned subsidiary common stock - Committed Equity Facility and At-The-Market Facility

– exercise of stock options

– issue common stock – Employee Stock Purchase Plan

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

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

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

cash flows provided by financing activities

increase (decrease) in cash

beginning of period

end of period

accompanying notes to the consolidated financial statements.

3 unchanged sentences

of the Business

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

and its wholly-owned

subsidiary and its majority-owned subsidiaries, inclusive of Lucid Diagnostics Inc.

(“Lucid Diagnostics” or “LUCID”)

and Veris Health Inc.

(“Veris Health” or “VERIS”).

is a highly differentiated, multi-product, commercial-stage medical technology company organized to advance a broad pipeline of innovative

medical technologies from concept to commercialization, employing a business model focused on capital efficiency and speed to market.

current central focus is predominantly on commercial expansion and execution including the acceleration of EsoGuard and Veris Cancer

Care Platform commercialization.

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.

Above in Part I, Item 1 - Business is 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.

We are also pursuing a

number of research and development project and product opportunities across these three lines of business, which have either been

developed internally or have been presented to us by clinician innovators and academic medical institutions for

consideration.

is structured to be a multi-product life sciences company organized to advance a pipeline of innovative healthcare technologies.

by a team of highly skilled personnel with a track record of bringing innovative products to market, PAVmed is focused on innovating,

developing, acquiring, and commercializing novel products that target unmet needs with large addressable market opportunities.

our corporate structure—a parent company that will establish distinct subsidiaries for each financed asset—we have the flexibility

to raise capital at the PAVmed level to fund product development, or to structure financing directly into each subsidiary in a manner

tailored to the applicable product, the latter of which is our current strategy given prevailing market conditions.

current focus is multi-fold.

We continue to pursue commercial expansion and execution of EsoGuard, which is the flagship product of our

majority-owned subsidiary Lucid Diagnostics Inc.

LUCD) (“Lucid”).

In addition, through a separate majority-owned

subsidiary, Veris Health (“Veris”), we are focused on entering into strategic partnership opportunities with leading academic

oncology systems to expand access to the Veris Platform.

In terms of other existing products and technologies, we have adopted an incubator-type

platform where we are looking to obtain financing on a product-by-product basis as necessary to advance each asset to a meaningful inflection

point along its path to commercialization.

Finally, as resources permit, we will continue to explore external innovations that fulfill

our project selection criteria without limiting ourselves to any target sector, specialty or condition.

Note 2 — Liquidity and Going Concern

The Company’s management is

required to assess the Company’s ability to continue as a going concern for the one year period following the date of the financial

statements being issued.

In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably

knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations

within one year from the financial statement issuance date.

Substantial doubt about an entity’s ability to continue as a going concern

exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial

obligations as they become due within one year after the date the financial statements are issued.

The Company has financed its operations

principally through public and private issuances of its common stock, preferred stock, common stock purchase warrants, and debt.

is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially

all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and

conducting clinical trials.

The Company generated $ 2.5 million of revenues for the year ended December 31, 2023, however the Company

does not expect to generate positive cash flows from operating activities in the near future.

The Company incurred a net loss

attributable to PAVmed Inc.

common stockholders of approximately $ 66.3 million and had net cash flows used in operating activities of

approximately $ 52.0 million for the year ended December 31, 2023.

As of December 31, 2023, the Company had negative working

capital of approximately $ 29.7 million, with such working capital inclusive of the Senior Secured Convertible Notes classified as a current

liability of an aggregate of approximately $ 44.2 million and approximately $ 19.6 million of cash.

The Company’s ability

to continue operations beyond March 2025, will depend upon generating substantial revenue that is conditioned upon obtaining positive

third-party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and private health insurance providers, increasing

revenue through contracting directly with self-insured employers, and on its ability to raise additional capital through various potential

sources including equity and/or debt financings or refinancing existing debt obligations.

These factors raise substantial doubt about

the Company’s ability to continue as a going concern within one year after the date the accompanying consolidated financial statements

3 — Summary of Significant Accounting Policies

18 unchanged sentences

noted as being presented in millions of dollars, except for shares and per share amounts.

Note 3 — Summary of Significant Accounting

Policies - continued

February 2023, the Company distributed a proxy statement for a special meeting of shareholders that was held on March 31, 2023 (the “Special

Meeting”), at which the Company sought approval of an amendment to the Company’s Certificate of Incorporation, to effect,

(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.

On March 31, 2023, the shareholders

approved the above 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 November 28, 2023 the Company’s board of directors, unanimously authorized management to effect

the reverse split at the ratio of 1-for-15.

The reverse stock split became effective on December 7, 2023.

At the effective date, every

15 shares of the Company’s common stock that were issued and outstanding were automatically combined into one issued and outstanding

share, without any change in par value of such shares.

No fractional shares were issued in connection with the reverse stock split.

each fractional share remaining after completion of the reverse stock split that was less than a whole share was rounded up to one whole

The reverse stock split also correspondingly affected all outstanding PAVmed equity awards and outstanding convertible securities.

authorized, issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been

adjusted to reflect this reverse stock split for all prior periods presented.

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

4 unchanged sentences

Significant estimates in these consolidated financial

statements include those related to the estimated fair value of stock-based equity awards, intangible assets, financial instruments recognized

as liabilities, debt obligations, and common stock purchase warrants.

statements include those related to the estimated fair value of stock-based equity awards, intangible assets, estimated fair value of debt obligations, and common stock purchase warrants.

Other significant estimates include the estimated incremental borrowing

8 unchanged sentences

results reported in future periods may be affected by changes in these estimates.

Note 2 — Summary of Significant Accounting

Policies - continued

provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40,

Presentation of Financial Statements - Going Concern (“ASC 205-40”) requires management to assess an entity’s ability

to continue as a going concern within one year of the date of the financial statements are issued.

In each reporting period, including

interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date

to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance

Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered

in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year

after the date the financial statements are issued.

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

purchase warrants, and debt.

The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic

companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research

and development activities and conducting clinical trials.

The Company expects to continue to experience recurring losses from operations

and will continue to fund its operations with debt and equity financing transactions.

Notwithstanding, however, with the cash on-hand

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

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

Annual Report on Form 10-K for the year ended December 31, 2022.

Company maintains its cash at a major financial institution with high credit quality.

3 unchanged sentences

which exceed federally insured limits.

3 — Summary of Significant Accounting Policies - continued

costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and

50 unchanged sentences

with the additional payments or refunds is subsequently resolved.

Note 2 — Summary of Significant Accounting

Policies - continued

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

11 unchanged sentences

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

3 — Summary of Significant Accounting Policies - continued

Company carries test supply inventories to support our laboratory activities.

The inventories are carried at the lower of weighted average

cost and net realizable value and expensed through cost of sales as the supplies are used.

assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives.

10 unchanged sentences

A lease agreement

is accounted for as either a finance lease (generally with respect real estate) or an operating lease (generally with respect to equipment).

Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date a lease right-of-use (“ROU”)

asset and a corresponding lease payment liability.

is accounted for as either a finance lease or an operating lease.

Under both a finance lease and an operating lease, the Company recognizes

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

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

38 unchanged sentences

to such evaluation.

Note 2 — Summary of Significant Accounting

Policies - continued

awards are made to members of the board of directors of the Company, the Company’s employees and non-employees, under each of the

2014 Equity Plan and the Lucid Diagnostics Inc.

2018 Equity Plan.

Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation (“ASC

grant-date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which

is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so

the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective

stock-based award as of the reporting date.

Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed Inc.

Plan and the Lucid Diagnostics Inc.

2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates

and assumptions for stock-based awards, principally as follows:

respect to the PAVmed Inc.

2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility

3 — Summary of Significant Accounting Policies - continued

awards are made to members of the board of directors of the Company, the Company’s employees and nonemployees, under each of the

PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan.

The Company accounts for stock-based compensation in accordance

with the provisions of FASB ASC Topic 718, Stock Compensation (“ASC 718”).

The grant date estimated fair value

of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period

of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized

is at least equal to or greater than the estimated fair value of the vested portion of the respective stock-based award as of the reporting

The Company uses the Black-Scholes

valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018

Equity Plan, which requires the Company to make certain weighted average valuation estimates and assumptions for stock-based awards, principally

respect to the PAVmed 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility

of PAVmed Inc.

common stock and the volatilities of similar entities within the medical device industry over the period commensurate

with the expected term with respect to stock options granted to the board of directors and employees in the years ended December

31, 2022 and 2021;

respect to stock options granted under the Lucid Diagnostics Inc.

2018 Equity Plan, the expected stock price volatility was based

on the historical stock price volatility of similar entities within the medical device industry over the period commensurate with

the expected term with respect to stock options granted to employees in the years ended December 31, 2022 and 2021;

common stock over the period commensurate with the expected term with respect to stock options granted to the board

of directors and employees in the years ended December 31, 2023 and 2022;

respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan, the expected stock price volatility is based on

the historical stock price volatility of Lucid Diagnostics common stock and the volatilities of similar entities within the medical

device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years

ended December 31, 2023 and 2022;

risk-free interest rate is based on the interest rate payable on U.S.

1 unchanged sentence

commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option;

expected dividend yield is based on annual dividends of $ 0.00 as there have not been dividends paid to-date, and there is no plan

to pay dividends for the foreseeable future.

expected dividend yield is based on annual dividends of $ 0.00 as there have not been dividends paid to-date, and there is no plan to

pay dividends for the foreseeable future.

price per share of PAVmed Inc.

common stock used in the computation of estimated fair value of stock options and restricted stock awards

granted under the PAVmed Inc.

2014 Equity Plan is its quoted closing price per share.

October 14, 2021, Lucid Diagnostics Inc.

completed an initial public offering (“IPO”) of its common stock under an effective

registration statement on Form S-1 (SEC File No.

333-259721), wherein a total of 5.0 million IPO shares of common stock of Lucid Diagnostics

were issued, with such total IPO shares inclusive of 571,428 shares issued to PAVmed Inc.

The price per share of Lucid Diagnostics

common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid

Diagnostics Inc.

2018 Equity Plan is as follows:

(i) for the period October 14, 2021 to December 31, 2022 it is its quoted closing price

and (ii) for the period January 1, 2021 to October 14, 2021, it was estimated using a probability-weighted average expected

return methodology (“PWERM”), which involves the determination of equity value under various exit scenarios and an estimation

of the return to the common stockholders under each scenario.

granted under the PAVmed 2014 Equity Plan is its quoted closing price per share.

price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted

stock awards granted under the Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share.

Instruments Fair Value Measurements

ASC Topic 820, Fair Value Measurement, (ASC 820) defines fair value as the price which would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market participants at a transaction measurement date.

ASC Topic 820, Fair Value Measurement , (ASC 820) defines fair value as the price which would be received to sell an asset or paid

to transfer a liability in an orderly transaction between market participants at a transaction measurement date.

The ASC 820 three-tier

1 unchanged sentence

based on quoted prices for identical assets and liabilities in active markets.

based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities

in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs

observable or can be corroborated by observable market data.

based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in

active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable

or can be corroborated by observable market data.

based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made

1 unchanged sentence

These valuations require significant judgment.

3 — Summary of Significant Accounting Policies - continued

Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially

11 unchanged sentences

at such date-of-occurrence fair value.

Note 2 — Summary of Significant Accounting

Policies - continued

recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models,

7 unchanged sentences

materially affect the estimated fair values.

of December 31, 2022 and December 31, 2021, the carrying values of cash, and accounts payable, approximate their respective fair value

of December 31, 2023 and 2022, the carrying values of cash, and accounts payable, approximate their respective fair value

due to the short-term nature of these financial instruments.

4 unchanged sentences

as discussed below.

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

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

election” as discussed below.

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

10 unchanged sentences

The estimated fair value adjustment of the

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

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

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

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

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

Note or the September 2022 Senior Convertible Note).

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

in a single line item within other income (expense) in the accompanying consolidated statement of operations (as provided for by ASC

825-10-50-30(b)).

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

in the instrument-specific credit risk, such portion would be recognized as a component of other comprehensive income (“OCI”)

(for which there was no such adjustment with respect to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible

Note or the Lucid March 2023 Senior Convertible Note).

Note 12, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 13, Debt , for a discussion

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

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

Instruments - Derivatives

13 unchanged sentences

and then the derivative liability will be derecognized at such date-of-occurrence fair value.

3 — Summary of Significant Accounting Policies - continued

and Development Expenses

9 unchanged sentences

captioned “research and development expenses” in the accompanying consolidated statements of operations.

Note 2 — Summary of Significant Accounting

Policies - continued

Company has entered into agreements with third parties to acquire technologies for potential commercial development.

40 unchanged sentences

deviations from its position.

3 — Summary of Significant Accounting Policies - continued

Loss Per Share

26 unchanged sentences

net loss per share calculation for the periods presented.

Note 2 — Summary of Significant Accounting

Policies - continued

Act EGC Accounting Election

Company’s designation as an “emerging growth company” or “EGC” under the Jumpstart Our Business Startups

Act of 2012 (the “JOBS Act”), expired during 2021.

As an EGC, the company had irrevocably elected to adopt new or revised

accounting standards using the effective date applicable to private companies.

With the expiry of its EGC designation, effective December

31, 2021, the Company adopted the previously deferred accounting standards in accordance with the effective date applicable to non-EGC

public companies, as such effective dates are applicable to SEC smaller reporting company requirements.

Reclassifications

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

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

financial statements.

The impact of the reclassifications made to prior year amounts is not material and did not affect net loss.

Accounting Standards Updates Adopted

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

– Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”).

ASU 2020-06 simplifies the accounting

for certain financial instruments with characteristics of liabilities and equity, by eliminating the beneficial conversion and cash conversion

accounting models previously contained in ASC 470-20 that required separate accounting for embedded conversion features.

also simplified the assessment of a financial instrument settlement to determine whether a contract is an entity’s own equity qualifies

for equity classification by removing certain conditions from ASC 815-4-25.

The ASU 2020-06 amendments are effective for fiscal years

beginning after December 15, 2023, and interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal

years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company’s adoption of the ASU

2020-06 guidance as of January 1, 2021 did not have an effect on the Company’s consolidated financial statements.

December 2019, the FASB issued ASU No.

2019-12, “Income Taxes:

Simplifying the Accounting for Income Taxes”, (“ASU

The guidance of ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intra-period

allocation, and calculating income taxes in interim periods, and adds revised guidance to reduce complexity in certain areas, including

recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.

Adoption of the guidance of ASU

2019-12 is required for annual and interim financial statements beginning after December 15, 2020.

The Company’s adoption of the

ASU 2019-12 guidance as of January 1, 2021 did not have an effect on the Company’s consolidated financial statements.

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

ASC 842 established a right-of-use (“ROU”)

model requiring a lessee to recognize a ROU asset and a lease liability for all leases with terms greater-than 12 months.

classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.

The Company’s adoption of ASC 842 did not have an effect on the Company’s consolidated financial statements.

Certain prior-year amounts have

been reclassified to conform to the current year presentation, which includes presenting interest income and classification of certain general and administrative expenses and research and development expenses within operating expenses on the statements of operations, in

the consolidated financial statements and accompanying notes to the consolidated financial statements.

The impact of the reclassifications

made to prior year amounts is not material and did not affect net loss.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued Accounting

Standards Update No.

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

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 receivables.

The guidance was adopted by the Company

on January 1, 2023.

The adoption of the ASU did not have an impact on the Company’s consolidated financial statements.

Recent Accounting Standards Updates Not Yet Adopted

In December 2023, the FASB issued

2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to

enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide for enhanced income

tax information primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for the

Company prospectively to all annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating

the impact this update will have on our consolidated financial statements and disclosures.

In November 2023, the

FASB issued ASU No.

2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU

2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and

interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that

are currently required annually.

The guidance is effective for public entities for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The guidance is applied

retrospectively to all periods presented in the financial statements, unless it is impracticable.

The Company is currently

evaluating the impact this update will have on our consolidated financial statements and disclosures.

In October 2023, the FASB issued

2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification

This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification

to conform with certain SEC amendments in Release No.

33-10532, Disclosure Update and Simplification.

The amendments in this update should

be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related

disclosure from Regulation S-X or S-K becomes effective.

However, if the SEC has not removed the related disclosure from its regulations

by June 30, 2027, the amendments will be removed from the Codification and not become effective.

Early adoption is prohibited.

is currently evaluating the impact this update will have on its consolidated financial statements and disclosures.

4 — Revenue from Contracts with Customers

Commercialization Agreement

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

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

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

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

(“RDx”), an unrelated third-party.

The EsoGuard Commercialization Agreement was on a month-to-month basis, and was terminated on February 25, 2022 upon the execution of

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

(a wholly-owned subsidiary of Lucid

Diagnostics Inc.) and RDx, with such agreement further discussed in Note 6 , Asset Purchase Agreement and Management Services Agreement.

the years ended December 31, 2022 and December 31, 2021, the Company recognized total revenue of $ 377 and $ 500 , respectively.

recognized revenue of $ 188 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.

In addition, the Company’s revenue for the year ended December 31, 2022 includes $ 189 of revenue recognized under the EsoGuard

Commercialization Agreement, which represented the minimum fixed monthly fee of $ 100 for the period January 1, 2022 to the February 25,

2022 termination date as discussed above.

The monthly fee was deemed to be collectible for such period as RDx has timely paid the applicable

respective monthly fee.

In the year ended December 31, 2021, the Company recognized total revenue of $ 500 under the EsoGuard Commercialization

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

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

(a wholly-owned subsidiary of Lucid Diagnostics) and

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

the year ended December 31, 2023, the Company recognized total revenue of $ 2,452 , 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 year ended December 31, 2022 was $ 377 , primarily

resulting from the delivery of patient EsoGuard test results, along with 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

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 year ended December 31, 2022, the cost of revenue was $ 3,614 and was primarily related to costs for our laboratory operations and

EsoCheck device supplies, however also includes $ 369 reflecting costs attributable to delivering the services under the EsoGuard Commercialization

Agreement for the period January 1, 2022 to February 25, 2022.

In the year ended December 31, 2021, the cost of revenue was $ 585 , which

solely related to the EsoGuard Commercialization Agreement.

4 — Patent License Agreement - Case Western Reserve University

Company, through its majority-owned subsidiary Lucid Diagnostics Inc., entered into a patent license agreement with Case Western Reserve

University (“CWRU”), captioned the Amended and Restated License Agreement and dated August 23, 2021 (“Amended CWRU

License Agreement”).

The Amended CWRU License Agreement is a successor to and replaced in its entirety the previous CWRU License

Agreement, dated May 12, 2018, between Lucid Diagnostics Inc.

The Amended CWRU License Agreement terminates upon the expiration

of certain related patents, or on May 12, 2038 in countries where no such patents exist, or upon expiration of any exclusive marketing

rights granted by the FDA or other U.S.

government agency, whichever comes later.

Amended CWRU License Agreement (as did the predecessor CWRU License Agreement) provides for the exclusive worldwide license of the intellectual

property rights for the proprietary technologies of two distinct technology components - the “EsoCheck Cell Collection Device”

referred to as “EsoCheck®”;

and a panel of proprietary methylated DNA biomarkers, a laboratory developed test (“LDT”),

referred to as “EsoGuard®”;

and together are collectively referred to as the “EsoGuard Technology”.

CWRU License Agreement Fee was $ 273 .

On the August 23, 2021 effective date of the Amended CWRU License Agreement, the remaining balance

of $ 223 became payable, and such amount was paid in September 2021.

Additionally, also in September 2021, the Company paid a $ 10 amendment

fee in connection with the Amended CWRU License Agreement.

Additionally, the Amended CWRU License Agreement provides for each of patent

fees reimbursement payments;

milestone payments;

and royalty payments - each as discussed below.

Fees Reimbursement

Diagnostics Inc.

is responsible for reimbursement of certain CWRU billed patent fees.

See Note 5, Related Party Transactions ,

for patent fee reimbursement payments paid to CWRU in the years ended December 31, 2022 and 2021.

(predecessor) CWRU License Agreement contained milestones, including regulatory milestones with respect to the FDA 501(k) submission

of EsoCheck and the FDA clearance of EsoCheck, respectively regulatory submissions and clearances;

which were achieved in accordance

with the requisite contractual due dates, for which a $ 75 research and development expense was recognized and paid with respect to the

achievement of the regulatory milestone related to FDA clearance of EsoCheck.

The CWRU License Agreement was amended effective February

12, 2021, to:

change the achievement date of commercialization milestone from November 2020 to August 2021;

to eliminate the payment

with respect to the commercialization milestone;

and to add a non-refundable $ 100 payment to CWRU in consideration for such changes to

the commercialization milestone (“CWRU License Agreement Amendment Fee”), with such fee recognized as general and administrative

expense as of December 31, 2020 and paid in February 2021.

The regulatory milestone related to FDA PMA submission of a licensed product

(“PMA Milestone”) is included in the Amended CWRU License Agreement, and is the sole remaining unachieved milestone, for

which a $ 200 milestone payment would be payable to CWRU upon its achievement.

the Amended CWRU License Agreement, the Company is required to pay a royalty fee to CWRU with respect to the “Licensed Products”

(as defined in the CWRU License Agreement) of a percentage of “Net Sales”, as defined in the Amended CWRU License Agreement,

5.0 % of Net Sales up to $ 100.0 million per year;

and 8.0 % of Net Sales of $ 100.0 million or greater per year, with such amounts

subject-to a minimum annual royalty fee.

base minimum annual royalty fee is $ 50 commencing January 1 following the first anniversary of the “First Commercial Sale”

of a “Licensed Product” (as such terms are defined in the Amended CWRU License Agreement).

The minimum annual royalty fee

increases to each of:

$ 150 if the annual “Net Sales” (as defined in the Amended CWRU License Agreement) exceed $ 25.0 million

up to $ 50.0 million;

$ 300 if annual Net Sales exceed $ 50.0 million up to $ 100.0 million;

and $ 600 if annual Net Sales exceed $ 100.0 million.

The Company recognized a 5.0 % royalty fee payment liability as of December 31, 2022 and 2021 with respect to the revenue recognized under

the EsoGuard Commercialization Agreement, dated August 1, 2021, between Lucid Diagnostics Inc.

and Research Dx Inc.

The Company recorded

a royalty expense of $ 23 and $ 25 for the years ended December 31, 2022 and 2021, respectively.

Additionally,

the Company is required to pay a royalty fee on (sub-license) “Other Proceeds” (as defined in the Amended CWRU License Agreement)

30 % of sub-license proceeds to extent the sub-license proceeds are realized prior to the first commercial Sale of a Licensed Product;

or 15 % of sub-license proceeds to extent the sub-license proceeds are realized after the first commercial Sale of a Licensed Product.

Agreements with Physician Inventors - Intellectual Property - CWRU License Agreement

Diagnostics Inc.

entered into consulting agreements with each of the three physician inventors of the intellectual property licensed

under the Amended CWRU License Agreement (“Physician Inventors”), with each such consulting agreement providing for compensation

on a contractual rate per hour for consulting services provided, and an expiration date of May 12, 2024, upon each of the respective

the agreements’ renewal effective May 12, 2021.

Additionally, each of the Physician Inventors have been granted stock options and

restricted stock awards under the Lucid Diagnostics Inc.

2018 Long-Term Incentive Equity Plan;

and stock options under the PAVmed Inc.

2014 Long-Term Incentive Equity Plan.

See Note 5, Related Party Transactions , with respect to the consulting fee expense and stock

based compensation expense recognized with respect to the Physician Inventors consulting agreements and stock options and restricted

awards discussed above;

and Note 15, Stock-Based Compensation , for information regarding each of the “Lucid Diagnostics

2018 Long-Term Incentive Equity Plan” and the separate “PAVmed Inc.

2014 Long-Term Incentive Equity Plan”.

5 — Related Party Transactions

Western Reserve University and Physician Inventors - Amended CWRU License Agreement

Western Reserve University (“CWRU”) and each of the three physician inventors (“Physician Inventors”) of the

intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the “Amended

CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc.

The expenses incurred with respect

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

operations for the periods indicated are summarized as follows:

of Incurred Expenses of Minority Shareholders

Years Ended December 31,

Cost of Revenue

CWRU – Royalty Fees

General and Administrative Expense

Amended CWRU – License Agreement - reimbursement of patent legal fees

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

Research and Development Expense

Amended CWRU – License Agreement - reimbursement of patent legal fees

Fees - Physician Inventors’ consulting agreements

Sponsored research agreement

Stock-based compensation expense – Physician Inventors’ stock options

Total Related Party Expenses

Note 15, Stock-Based Compensation , for information regarding each of the “PAVmed Inc.

2014 Long-Term Incentive Equity Plan”

and the separate “Lucid Diagnostics Inc 2018 Long-Term Incentive Equity Plan”;

and Note 18, Noncontrolling Interest ,

for a discussion of Lucid Diagnostics Inc.

and the corresponding noncontrolling interests.

Related Party Transactions

Diagnostics Inc.

previously entered into a consulting agreement with Stanley N.

Lapidus, effective June 2020 with such consulting agreement

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

In July 2021, Mr.

Lapidus was appointed as

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

Lucid Diagnostics Inc.

recognized general and administrative expense

of $ 21 in the year ended December 31, 2021 in connection with the consulting agreement.

June 2021, Veris Health Inc.

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

which provides for compensation on a contractual

rate per hour for consulting services provided.

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

interest in Veris Health Inc.

Veris Health Inc.

recognized general and administrative expense of $ 56 and $ 54 in the years ended December

31, 2022 and 2021, respectively, in connection with the consulting agreement.

the year ended December 31, 2023, the cost of revenue was $ 6,420 , primarily related to costs for our laboratory operations and EsoCheck

device supplies.

The Company’s cost of revenue for the year ended December 31, 2022 was $ 3,614 , primarily related to costs for

our laboratory operations and EsoCheck device supplies, along with 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.

5 — Asset Purchase Agreement and Management Services Agreement

Purchase Agreement - ResearchDx Inc.

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

Purchase Agreement and Management Services Agreement - ResearchDx Inc.

Labs, a wholly-owned subsidiary of Lucid Diagnostics, entered into an asset purchase agreement (“APA”) dated February 25,

2022, with ResearchDx, Inc.

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

Under the APA-RDx, LucidDx Labs

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

purchased and leased property and equipment to establish

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.

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

2 unchanged sentences

9, Intangible Assets, net.

In the year ended December 31, 2022, a total of $ 3,200 , of cash was paid with respect to the periodic

Additionally,

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

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

payments recognized as current period expense as incurred.

In the year ended December 31, 2022, as provided for in the APA-RDx, installment

payments were settled with the issuances of 326,701 shares of common stock of Lucid Diagnostics Inc., with such shares having fair values

of $ 653 (with the fair value measured as the quoted closing price on the dates the shares were issued), which was recognized as a current

period expense included in general and administrative expenses in the accompanying consolidated statement of operations.

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

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

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

without cause or if it is terminated by mutual agreement

between LucidDx Labs Inc.

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

defined as the occurrence of any one of:

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

written notice;

(ii) RDx becomes insolvent and /or bankrupt;

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

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

of law, or by judicial civil proceedings decisions.

Services Agreement - ResearchDx Inc

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

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

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

or no reason by either party thereto.

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

February 14, 2023, Lucid Diagnostics and LucidDx Labs Inc.

entered into an agreement (the “MSA Termination Agreement”) with

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

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

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

The termination was effective as February 10, 2023.

Until the termination of the MSA-RDx, RDx had continued to provide certain testing and related services for the Laboratory

in accordance with the terms of the MSA-RDx.

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

4 unchanged sentences

of Prepaid Expenses and Other Current Assets

December 31, 2022

December 31, 2021

Advanced payments to service providers and suppliers

Prepaid insurance

EsoCheck cell collection supplies

EsoGuard mailer supplies

Veris Box supplies

CarpX devices

Total prepaid expenses, deposits and other current assets

payments to service providers and suppliers

prepaid expenses, deposits and other current assets

7 — Fixed Assets

1 unchanged sentence

of Fixed Assets

Estimated Useful Life

December 31, 2022

December 31, 2021

Computer and office equipment

Laboratory equipment

Furniture and fixtures

Leasehold improvements

Assets under construction

Total Fixed Assets

Less Accumulated Depreciation

Total Fixed Assets, net

(1) Lesser of remaining

lease term or estimated useful life.

and office equipment

under construction

Accumulated Depreciation

Fixed Assets, net

of remaining lease term or estimated useful life.

expense of $ 911 and $ 673 for the years ended December 31, 2023 and 2022, respectively, is included in general and administrative expenses

2 unchanged sentences

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

a research and development facility;

a commercial clinical laboratory;

Lucid Test Centers;

and for office space.

principal corporate offices and additional Lucid Test Centers.

components of lease expense were as follows:

Schedule of Lease Expense

Year Ended December 31,

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

Ended December 31,

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

1 unchanged sentence

of Future Minimum Lease Payments for Operating Leases

Total lease payments

lease payments

imputed interest

Present value of lease liabilities

value of lease liabilities

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

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

Year Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

Non-cash investing and financing activities

Right-of-use assets obtained in exchange for new operating lease liabilities

Weighted-average remaining lease term - operating leases (in years)

Weighted-average discount rate - operating leases

of December 31, 2022, the Company’s right-of-use assets from operating leases are $ 3,037 , which are reporting in right-of-use assets

- operating leases in the consolidated balance sheets.

As of December 31, 2022, the Company has outstanding operating lease obligations

of $ 2,987 , of which $ 1,141 is reported in operating lease liabilities, current portion and $ 1,846 is reporting in operating lease liabilities

Ended December 31,

paid for amounts included in the measurement of lease liabilities

cash flows from operating leases

investing and financing activities

assets obtained in exchange for new operating lease liabilities

Weighted-average

remaining lease term - operating leases (in years)

Weighted-average

discount rate - operating leases

of December 31, 2023 and 2022, the Company’s right-of-use assets from operating leases were $ 4,267 and $ 3,037 , respectively,

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

As of December 31, 2023 and December 31,

2022, the Company had outstanding operating lease obligations of $ 4,525 and $ 2,987 , respectively, of which $ 1,565 and $ 1,141 , respectively,

are reported in operating lease liabilities, current portion and $ 2,960 and $ 1,846 , respectively, are reported in operating lease liabilities

less current portion in the Company’s consolidated balance sheets.

The Company did not have operating leases as of December 31,

The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function

of the financing terms the Company would likely receive on the open market.

The Company calculates its incremental borrowing rates for specific

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

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

7 unchanged sentences

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

Schedule of Intangible Assets Accumulated Amortization

Estimated Useful Life

December 31, 2022

December 31, 2021

Defensive asset

Laboratory licenses and certifications and laboratory information management software

Total Intangible assets

Less Accumulated Amortization

Intangible Assets, net

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

of Intangible Assets, Less Accumulated Amortization

licenses and certifications and laboratory information management software

Intangible assets

Accumulated Amortization

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

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

The CapNostics LLC transaction was

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

The defensive technology

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

The CapNostics transaction was accounted

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

The defensive technology intangible

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

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

3 unchanged sentences

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

expense of the intangible assets discussed above was $ 1,784 and $ 146 for the years ended December 31, 2022 and 2021, respectively, and

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

expense of the intangible assets discussed above was $ 2,021 and $ 1,784 for the years ended December 31, 2023 and 2022, respectively,

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

As of December

2022, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five

succeeding fiscal years is as follows:

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

five succeeding fiscal years is as follows:

Schedule of Estimated Amortization Expense for Intangible Assets

2 unchanged sentences

Schedule of Accrued Expenses and Other Current Liabilities

December 31, 2022

December 31, 2021

Compensation and Employee Benefits

CWRU Amended License Agreement - Royalty fee

Operating expenses

Total accrued expenses and other current liabilities

and Employee Benefits

Amended License Agreement - Royalty fee

current liabilities

accrued expenses and other current liabilities

“Compensation and Employee Benefits” includes:

5 unchanged sentences

11 — Commitment and Contingencies

Court of Chancery Complaint

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

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

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

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

2014 Long-Term Incentive Equity Plan

and the PAVmed Inc.

Employee Stock Purchase Plan).

The relief sought under the complaint included certain corrective actions by the Company,

but did not seek any specific monetary damages.

The Company did not believe it was clear the prior approval of these matters was invalid

or otherwise ineffective.

However, to avoid any uncertainty and the expense of further litigation, on January 5, 2021, the Company’s

board of directors determined it would be advisable and in the best interests of the Company and its stockholders to re-submit these

proposals to the Company’s stockholders for ratification and/or approval.

In this regard, the Company held a special meeting of

stockholders on March 4, 2021, at which such matters were ratified and approved.

The parties reached agreement on a Settlement Term Sheet

Agreement, dated January 28, 2021, to settle the complaint, the terms of which did not contemplate payment of monetary damages to the

putative class in the proceeding.

In connection with the foregoing, on August 3, 2022, the parties agreed that plaintiff’s counsel

would not seek an award from the Court in excess of $ 450 , to be paid by the Company, upon Court approval, as compensation for the benefits

conferred by the settlement, and the Company would not object to an award of up to such maximum amount.

The settlement and a plaintiff’s

fee award of $ 450 were approved by the Court on November 3, 2022, with such award having been subsequently paid by the Company in December

Investments, Inc.

/ Benchmark Investments LLC

December 23, 2020, Benchmark Investments, Inc.

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

District Court of the Southern

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

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

“division” of Benchmark Investments, Inc.

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

case for lack of subject matter jurisdiction.

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

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

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

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

On February 13, 2023, the Company

entered into a settlement agreement (the “Settlement Agreement”) with EF Hutton, a division of Benchmark Investments,

LLC (f/k/a Kingswood Capital Markets, a division of Benchmark Investments, Inc.) (“EF Hutton”) and Benchmark

Investments, LLC (f/k/a Benchmark Investments, Inc.).

Pursuant to the Settlement Agreement, the Company has paid EF Hutton $ 450

in full and final satisfaction of all claims and disputes the parties made or could have made against one another arising out of or

relating in any way to the above described actions.

The Settlement Agreement also included a mutual release and certain other

covenants that are customary for agreements of this nature.

As of December 31, 2022, the Company has fully accrued for this settlement, which is included in accrued expenses

and other current liabilities on the Company’s consolidated balance sheets.

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

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

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

time to time.

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

Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages,

and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business,

financial position, results of operations, and /or cash flows.

Additionally, although the Company has specific insurance for certain

potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse

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

The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a material impact

on the Company.

Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary

damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s

business, financial position, results of operations, and /or cash flows.

Additionally, although the Company has specific insurance for

certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material

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

12 — Financial Instruments Fair Value Measurements

Fair Value Measurements

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

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

Fair Value Measurement on a Recurring Basis at

Reporting Date Using (1)

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

December 31, 2022

Senior Secured Convertible Note - April 2022

Senior Secured Convertible Note - September 2022

(1) As noted above,

as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents

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

There were no transfers between the respective

Levels during the year ended December 31, 2022.

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

of Financial Liabilities Measured at Fair Value on Recurring Basis

Value Measurement on a Recurring Basis at Reporting Date Using 1

Secured Convertible Note - April 2022

Secured Convertible Note - September 2022

Senior Secured Convertible Note - March 2023

Secured Convertible Note - April 2022

Secured Convertible Note - September 2022

There were no transfers between the respective Levels during

the year ended December 31, 2023.

discussed in Note 13, Debt , the Company issued Senior Secured Convertible Notes dated April 4, 2022 and September 8, 2022, with

4 unchanged sentences

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

discussed in Note 13, Debt, Lucid Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023, with an initial $ 11.1

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

This convertible note is also accounted for under

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

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

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

3 unchanged sentences

dated volatilities) inputs.

estimated fair value of the April 2022 Senior Convertible Note as of each of April 4, 2022 and December 31, 2022, and the estimated fair

value of the September 2022 Senior Convertible Note as of each of September 8, 2022 and December 31, 2022 were computed using a Monte

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

the following assumptions:

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

fair value of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note as of December 31, 2023, were computed

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

using the following assumptions:

Schedule of Fair Value Assumption Used

April 2022 Senior Convertible Note:

April 4, 2022

September 2022 Senior Convertible Note:

September 8, 2022

April 2022 Senior Convertible Note:

2022 Senior Convertible Note:

December 31, 2023

September 2022 Senior Convertible Note:

2022 Senior Convertible Note:

December 31, 2023

Face value principal payable

Required rate of return

Conversion Price

Value of common stock

Expected term (years)

Risk free rate

Dividend yield

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

March 2023 Senior Convertible Note:

March 21, 2023

March 2023 Senior Convertible Note:

December 31, 2023

value principal payable

rate of return

of common stock

The estimated fair values recognized

utilized PAVmed and Lucid’s 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

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

Treasury security yields, and certain other

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

in these assumptions can materially affect the estimated fair values.

PAVmed - Senior Secured Convertible Notes

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

Maturity Date

Interest Rate

Price per Share

Value Principal Outstanding

2022 Senior Convertible Note

March 2023 Senior Convertible Note

as of December 31, 2023

Maturity Date

Interest Rate

Price per Share

Value Principal Outstanding

2022 Senior Convertible Note

as of December 31, 2022

changes in the fair value of debt during the year ended December 31, 2023 is as follows:

Schedule of Changes in Fair Value of Debt

2022 Senior Convertible Note

March 2023 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Value - December 31, 2022

value principal – issue date

value adjustment – issue date

repayments – common stock

Non-installment

payments – common stock

in fair value

Value at December 31, 2023

Income (Expense) - Change in fair value – year ended December 31, 2023

changes in the fair value of debt during the year ended December 31, 2022 is as follows:

2022 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Value - December 31, 2021

Value - Beginning

value principal – issue date

value adjustment – issue date

repayments – common stock

Non-installment

payments – common stock

in fair value

Value at December 31, 2022

Value - Ending

Income (Expense) - Change in fair value – year ended December 31, 2022

13 — Debt - continued

- Senior Secured Convertible Notes

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

4 unchanged sentences

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

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

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

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

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

April 4, 2024.

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

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

Convertible Note”, with such note having a $ 27.5

million face value principal, a 7.875 %

annual stated interest rate, a contractual conversion price of $ 75.00

per share of the Company’s common stock

(subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar

transaction), and a contractual maturity date of April

4, 2024 , which maturity date the investor agreed to extend by one year, to April 4, 2025.

The April 2022 Senior Convertible Note may

be converted into shares of common stock of the Company at the Holder’s election.

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

2022 Senior Convertible Note”, with such note having a $ 11.25 million face value principal, a 7.875 % annual stated interest rate,

a contractual conversion price of $ 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

September 6, 2024.

a contractual conversion price of $ 75.00 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 September 6, 2024 , which maturity date the investor agreed to extend by one year, to September 8, 2025 .

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

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

and additionally, the Company

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

The lender fee

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

consolidated statement of operations.

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

and additionally, the Company

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

The lender fee

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

Company’s consolidated statement of operations.

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

Company is subject to financial covenants requiring:

(i) a minimum of $8.0 million of available cash at all times;

(ii) the ratio of

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

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

exceed 30% (the “Debt to Market Cap Ratio Test”);

and (iii) the Company’s market capitalization to 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 December 1, 2023 through March 12, 2024, the Company was not in

compliance with the Financial Tests.

As of March 12, 2024, the Investor agreed to waive any such non-compliance during such time

period and thereafter through August 31, 2024.

In consideration of the covenant

waiver and maturity extensions discussed above, the Company agreed to pay the holder of the notes $ 2,000,000 in cash (or in such other

form as may be mutually agreed in writing) by April 25, 2024.

April 2022 Senior Convertible Note and September 2022 Senior Convertible Note installment payments may be made in shares of PAVmed common

stock at a conversion price that is the lower of the contractual conversion price and 82.5 % of the two lowest VWAPs during the last 10

trading days preceding the date of conversion, subject to a conversion price floor of $ 2.70 .

The notes are also subject to certain provisions

that may require redemption upon the occurrence of certain events, including an event of default, a change of control, or certain equity

the year ended December 31, 2023, approximately $ 6,083 of principal repayments along with approximately $ 364 of interest expense thereon,

were settled through the issuance of 1,745,824 shares of common stock of the Company, with such shares having a fair value of approximately

$ 10,001 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

addition the Company paid $ 202 in cash related to acceleration floor payments on these notes related to the conversion price being below

$ 2.70 , which is included in debt extinguishment loss on the Company’s consolidated statements of operations.

The conversions and

cash paid resulted in a debt extinguishment loss of $ 3,756 in the year ended December 31, 2023.

Diagnostics - Senior Secured Convertible Note

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

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

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

The debt was issued in a registered direct offering under Lucid’s effective shelf registration statement.

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

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

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

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

March 21, 2025 .

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

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

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

in the Company’s consolidated statement of operations.

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

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

The Company paid in cash interest expense of approximately $ 994 for the

year ended December 31, 2022.

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

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

The Company paid in cash interest expense of approximately $ 278 for

the year ended December 31, 2022;

and approximately $ 150 subsequent to December 31, 2022 as of March 9, 2023.

the year ended December 31, 2022, the non-cash expense recognized for the change in the fair value of our convertible notes was approximately

$ 1,273 , related to both the April 2022 and September 2022 Senior Convertible Notes, which are presented in Change in fair value - Senior

Secured Convertible Notes and Senior Convertible Note in the Company’s consolidated statements of operations.

The April 2022 and

September 2022 Senior Convertible Notes 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 a $ 3,550 fair value non-cash expense on the

This initial recognition was partially offset by $ 2,277 of decreases in fair value upon remeasurements through December

the year ended December 31, 2021, the non-cash income recognized for the change in the fair value of our convertible notes was approximately

$ 1,682 , which are presented in Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note in the Company’s

consolidated statements of operations.

The change in the fair value adjustment of the convertible notes is principally related to the

then outstanding convertible notes being repaid-in-full during the year ended December 31, 2021.

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

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

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

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

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

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

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

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

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

Lucid paid in cash interest expense of $ 391 for the year ended December

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 the Company, subject to customary equity conditions, including minimum share price

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

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.

13 — Debt - continued

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

1 unchanged sentence

Date conversion price.

Note 14 — Debt - continued

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

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

The Investor’s obligation

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

including, among others, contractual closing requirements:

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

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

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

being waived by the Investor in its sole discretion.

Additionally,

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

in face value principal, so long as in doing so it would not cause the ratio of (a) the outstanding principal amount of the April 2022

Senior Convertible Note and the September 2022 Senior Convertible Note (and any additional notes issued under the SPA dated March 31,

2022), accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior

ten trading days, to exceed 25%.

If the Company does not issue the additional notes contemplated by any such written notice, or if the

Investor is unable to deliver any such notice prior to March 31, 2024 as a result of the limitation described in the preceding sentence,

then the Company will be obligated to pay up to a maximum of a $1.35 million a break-up fee .

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

for Lucid Diagnostics Inc and its subsidiaries;

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

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

common stock held by PAVmed Inc.

only 9.99 % of Lucid

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

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

of further indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in

respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with

affiliates, among other customary matters.

Company is subject to financial covenants requiring:

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

and the obligations

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

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

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

dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates,

among other customary matters.

is subject to financial covenants requiring:

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

(ii) the ratio of

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

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

exceed 30% (except that such maximum percentage is 50% for the period from September 8, 2022 through March 5, 2023) (the “Debt

to Market Cap Ratio Test”);

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

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

time from and after September 8, 2022, including as of December 31, 2022, the Company was not in compliance with the Financial

As of March 12, 2023, the investor agreed to waive any such non-compliance during such aforementioned time periods,

under the Senior Convertible Notes and the SPA.

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

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

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

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

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

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

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

$ 0.18 per share.

As contemplated by such amendment, in the year ended December 31, 2022, approximately $ 6,003 of principal repayments

along with approximately $ 370 of interest expense thereon, were settled through the issuance of 7,189,358 shares of common stock of the

Company, with such shares having a fair value of approximately $ 11,807 (with such fair value measured as the respective conversion date

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

The conversions resulted in a debt extinguishment loss of $ 5.4 million in the

year ended December 31, 2022.

Subsequent to December 31, 2022, as of March 9, 2023, approximately $ 522 of principal repayments

along with approximately $ 155 of interest expense thereon, were settled through the issuance of 1,852,261 shares of common stock

of the Company, with such shares having a fair value of approximately $ 1,102 (with such fair value measured as the respective conversion

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

fair value and face value principal outstanding of the Senior Convertible Notes as of December 31, 2022 are as follows:

Summary of Outstanding Debt

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

April 2022 Senior Convertible Note

April 4, 2024

September 2022 Senior Convertible Note

September 6, 2024

Balance as of December 31, 2022

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

During the year ended December 31, 2021, the Company recognized

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

(ii) the ratio of (a) the

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

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

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

and (iii) Lucid’s market capitalization to at no time be less than $30 million.

As of December 31, 2023, the Company was in compliance, and as of the date hereof, the Company is in compliance, with these financial covenants.

Lucid March 2023 Senior Convertible Note installment payments may be made in shares of Lucid Diagnostics common stock at a conversion

price that is the lower of the contractual conversion price and 82.5 % of the two lowest VWAPs during the last 10 trading days preceding

the date of conversion, subject to a conversion price floor of $ 0.30 .

The notes are also subject to certain provisions that may require

redemption upon the occurrence of an event of default, a change of control, or certain equity issuances.

the year ended December 31, 2023, approximately $ 92 of principal repayments along with approximately $ 48 of interest expense thereon,

were settled through the issuance of 115,388 shares of common stock of Lucid, with such shares having a fair value of approximately $ 166

(with such fair value measured as the respective conversion date quoted closing price of the common stock of Lucid).

The conversions

resulted in a debt extinguishment loss of $ 26 in the year ended December 31, 2023.

Subsequent to December 31, 2023, as of March 21,

2024, approximately $ 260 of interest expense thereon, was settled

through the issuance of 242,390 shares of common stock of the Lucid, with such shares having a fair value of approximately $ 359

(with such fair value measured as the respective conversion date quoted closing price of the common stock of Lucid).

the years ended December 31, 2023 and 2022, the Company recognized debt extinguishment losses in total of approximately $ 3,782 and $ 5,434 ,

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

Note 12, Financial Instruments Fair Value Measurements , for a further discussion of fair value assumptions.

14 — Debt - continued

Diagnostics - Private Placement - Securities Purchase Agreement

Effective as of March

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

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

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

(the “March 2023 Lucid Senior Convertible Note”).

The issuance of the March 2023 Lucid Senior Convertible Note is

subject to customary closing conditions.

As of the date hereof, the March 2023 Lucid Senior Convertible Note has not yet been issued.

14 — Stock-Based Compensation

2014 Long-Term Incentive Equity Plan

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

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

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

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

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

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

All awards are subject to approval by the PAVmed Inc.

board of directors.

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

are reserved for issuance under the PAVmed Inc.

2014 Equity Plan, with 2,563,843

shares available for grant as of December 31, 2022.

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

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

The types of awards that

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

awards subject to limitations under applicable law.

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

total of 1,403,518 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 77,518 shares available

for grant as of December 31, 2023.

The share reservation is not diminished by a total of 66,723 PAVmed Inc.

stock options

and restricted stock awards granted outside the PAVmed Inc.

2014 Equity Plan as of December 31, 2022.

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 and restricted

stock awards granted outside the PAVmed 2014 Equity Plan as of December 31, 2023.

In January 2024, the number of shares available for

grant was increased by 432,452 in accordance with the evergreen provisions of the plan.

14 — Stock-Based Compensation - continued

Stock Options

stock options granted under the PAVmed Inc.

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

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

Schedule of Summarizes Information About Stock Options

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Outstanding stock options at December 31, 2020

Outstanding stock options at December 31, 2021

Vested and exercisable stock options at December 31, 2021

Outstanding stock options at December 31, 2021

( 1,655,894 )

Outstanding stock options at December 31, 2022 (3)

Vested and exercisable stock options at December 31, 2022

options granted under the PAVmed Inc.

2014 Equity Plan and those granted outside such plan

generally vest ratably over twelve quarters, with the vesting commencing with the grant date

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

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

common stock on each of December 31, 2022 and December 31, 2021 and the exercise price of

the underlying PAVmed Inc.

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

the exercise price.

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

granted outside the PAVmed Inc.

2014 Equity Plan, as of December 31, 2022 and December 31,

15 — Stock-Based Compensation - continued

to December 31, 2022, in January 2023, the company granted 7,070,000 stock options with a weighted average exercise price of $ 0.48 for

which will generally vest one-third after one year then ratably over the next eight quarters.

of Stock Options

Average Exercise Price

Contractual Term (Years)

stock options at December 31, 2021 (4)

stock options at December 31, 2022 (4)

stock options at December 31, 2023 (3)

and exercisable stock options at December 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 December 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 price.

outstanding stock options presented in the table above, are inclusive of 60,057 and 33,391 , stock options granted outside the PAVmed

2014 Equity Plan, as of December 31, 2023 and December 31, 2022, respectively.

activity and weighted average grant date fair values include immaterial rounding due to the Company’s 1-for-15 reverse stock

to December 31, 2023, on February 22, 2024, the Company granted 59,500 stock options under the PAVmed Inc 2014 Equity Plan with a weighted

average exercise price of $ 1.85 for which will generally vest one-third after one year then ratably over the next eight quarters.

addition, on February 22, 2024, a total of 390,000 restricted stock awards were granted to the Board of Directors under the PAVmed 2014 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 0.7 million, which was measured

using the respective grant date quoted closing price per share of PAVmed Inc.

common stock, with the fair value recognized as stock-based

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

of the restricted stock awards vest ratably on an annual basis over a three year period with the initial annual vesting date

of November 30, 2024.

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

Restricted Stock Awards

restricted stock awards granted under the PAVmed Inc.

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

summarized as follows:

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

Schedule of Restricted Stock Award Activity

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Outstanding restricted stock awards as of December 31, 2020

Unvested restricted stock awards as of December 31, 2021 (1)

Unvested restricted stock awards as of December 31, 2021

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

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

stock awards granted outside the PAVmed Inc.

2014 Equity Plan as of December 31, 2022 and

December 31, 2021.

Diagnostics Inc.

2018 Long-Term Incentive Equity Plan

Lucid Diagnostics Inc.

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

2018 Equity Plan”) is separate and apart

from the PAVmed Inc.

2014 Equity Plan discussed above.

The Lucid Diagnostics Inc.

2018 Equity Plan is designed to enable Lucid Diagnostics

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

Diagnostics Inc.

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

2018 Equity Plan include stock options, stock

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

All awards are subject

to approval by the Lucid Diagnostics Inc.

board of directors.

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

are reserved for issuance under the Lucid Diagnostics Inc.

Plan, with 3,821,139 shares available for grant as of December 31, 2022.

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

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

of Restricted Stock Awards

Average Grant Date Fair Value

restricted stock awards as of December 31, 2021 (2)

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

restricted stock awards as of December 31, 2023

unvested restricted stock awards presented in the table above, are inclusive of 6,666 restricted stock awards granted outside the PAVmed

2014 Equity Plan as of December 31, 2022.

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

These 6,666 restricted stock awards were fully vested during the period ended December 31,

activity and weighted average grant date fair values include immaterial rounding due to the Company’s 1-for-15 reverse stock

14 — Stock-Based Compensation - continued

Diagnostics Inc.

Stock Options

Diagnostics Inc.

stock options granted under the Lucid Diagnostics Inc.

2018 Equity Plan and stock options granted outside such plan

are summarized as follows:

2018 Long-Term Incentive Equity Plan

Lucid Diagnostics Inc.

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

from the PAVmed 2014 Equity Plan discussed above.

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

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

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 2,832,133 shares available for grant as of December 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 December 31, 2023.

2024, the number of shares available for grant was increased by 2,680,038 in accordance with the evergreen provisions of the plan.

Diagnostics Stock Options

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

Schedule of Summarizes Information About Stock Options

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Outstanding stock options at December 31, 2020

Outstanding stock options at December 31, 2021

Vested and exercisable stock options at December 31, 2021

Outstanding stock options at December 31, 2021

Outstanding stock options at December 31, 2022 (3)

Vested and exercisable stock options at December 31, 2022

options granted under the Lucid Diagnostics Inc.

2018 Equity Plan and those granted outside

such plan generally vest ratably over twelve quarters, with the vesting commencing with the

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

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

common stock on each of December 31, 2022 and December 31, 2021 and the exercise price

of the underlying Lucid Diagnostics Inc.

stock options, to the extent such quoted price is

greater than the exercise price.

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

granted outside the Lucid Diagnostics Inc.

2018 Equity Plan, as of December 31, 2022 and

December 31, 2021.

to December 31, 2022, in January and February 2023, the company granted 2,672,500 stock options with a weighted average exercise price

of $ 1.31 for which will generally vest one-third after one year then ratably over the next eight quarters.

of Stock Options

Contractual Term (Years)

stock options at December 31, 2021

stock options at December 31, 2022

stock options at December 31, 2023 (3)

and exercisable stock options at December 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 December 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 December 31, 2023 and December 31, 2022.

to December 31, 2023, on February 22, 2024, Lucid granted 2,895,000 stock options under the Lucid Diagnostics Inc 2018 Equity Plan with

a weighted average exercise price of $ 1.25 for which will generally vest one-third after one year then ratably over the next eight quarters.

14 — Stock-Based Compensation - continued

Diagnostics Inc.

Restricted Stock Awards

Diagnostics Inc.

restricted stock awards granted under the Lucid Diagnostics Inc.

2018 Equity Plan and restricted stock awards granted

outside such plan are summarized as follows:

Diagnostics Restricted Stock Awards

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

such plan are summarized as follows:

Schedule of Restricted Stock Award Activity

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Unvested restricted stock awards as of December 31, 2020

Unvested restricted stock awards as of December 31, 2021 (1)

Unvested restricted stock awards as of December 31, 2021

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

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

stock awards granted outside the Lucid Diagnostics Inc.

2018 Equity Plan as of December 31,

2022 and December 31, 2021.

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

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

as the grant date closing price of Lucid Diagnostics Inc.

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

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

The restricted

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

of Restricted Stock Awards

Average Grant Date Fair Value

restricted stock awards as of December 31, 2021

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

restricted stock awards as of December 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 December 31, 2023.

Stock-Based Compensation Expense

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

and Lucid Diagnostics Inc.

for both the PAVmed Inc.

Equity Plan and the Lucid Diagnostics Inc.

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

for the periods indicated, was as follows:

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

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

indicated, was as follows:

of Stock-Based Compensation Expense

Years Ended December 31,

Cost of revenue

Sales and marketing expenses

General and administrative expenses

Research and development expenses

Total stock-based compensation expense

and marketing expenses

and administrative expenses

and development expenses

stock-based compensation expense

14 — Stock-Based Compensation - continued

Compensation Expense Recognized by Lucid Diagnostics Inc.

Compensation Expense Recognized by Lucid Diagnostics

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

by Lucid Diagnostics Inc., inclusive of each of:

stock options granted under the PAVmed Inc.

2014 Equity Plan to the three physician

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

in Note 5, Related Party Transactions );

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

non-employee consultants under the Lucid Diagnostics Inc.

2018 Equity Plan.

The stock-based compensation expense recognized by Lucid

Diagnostics Inc.

for both the PAVmed Inc.

2014 Equity Plan and the Lucid Diagnostics Inc.

2018 Equity Plan, with respect to stock options

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

by Lucid Diagnostics, inclusive of each of:

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

of the intellectual property underlying the Amended CWRU License Agreement;

and stock options and restricted stock awards granted to

employees of PAVmed and non-employee consultants under the Lucid Diagnostics 2018 Equity Plan.

The stock-based compensation expense

recognized by Lucid Diagnostics for both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, with respect to

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

of Stock-Based Compensation Expense Recognized by Lucid Diagnostics

Years Ended December 31,

Lucid Diagnostics Inc 2018 Equity Plan – cost of revenue

Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses

Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses

Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses

PAVmed Inc 2014 Equity Plan - cost of revenue

PAVmed Inc 2014 Equity Plan - sales and marketing expenses

PAVmed Inc 2014 Equity Plan - general and administrative expenses

PAVmed Inc 2014 Equity Plan - research and development expenses

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

Ended December 31,

Diagnostics 2018 Equity Plan – cost of revenue

Diagnostics 2018 Equity Plan – sales and marketing

Diagnostics 2018 Equity Plan – general and administrative

Diagnostics 2018 Equity Plan – research and development

2014 Equity Plan - cost of revenue

2014 Equity Plan - sales and marketing

2014 Equity Plan - general and administrative

2014 Equity Plan - research and development

stock-based compensation expense – recognized by Lucid Diagnostics

stock-based compensation expense

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

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

2014 Equity Plan and the Lucid Diagnostics Inc.

Plan, as discussed above, is as follows:

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

above, is as follows:

Schedule of Unrecognized Compensation Expense

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

2014 Equity Plan

Stock Options

Restricted Stock Awards

Lucid Diagnostics Inc.

Average Remaining Service Period (Years)

2014 Equity Plan

Stock Options

Restricted Stock Awards

Diagnostics 2018 Equity Plan

14 — Stock-Based Compensation - continued

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

2014 Equity Plan was based on a weighted

average estimated fair value of such stock options of $ 1.10 per share and $ 3.46 per share during the periods ended December 31, 2022

and 2021, 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

Years Ended December 31,

Expected term of stock options (in years)

Expected stock price volatility

Risk free interest rate

Expected dividend yield

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

2018 Equity Plan was based on

a weighted average estimated fair value of such stock options of $ 2.30 per share and $ 5.13 per share during the periods ended December

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 $ 4.90 per share and $ 16.50 per share during the years ended December 31, 2023 and 2022,

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

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

Ended December 31,

term of stock options (in years)

stock price volatility

free interest rate

dividend yield

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 $ 0.88 per share and $ 2.30 per share during the years ended December 31, 2023

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

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

Years Ended December 31,

Expected term of stock options (in years)

Expected stock price volatility

Risk free interest rate

Expected dividend yield

Employee Stock Purchase Plan (“ESPP”)

total of 194,240 shares and 203,480 shares of common stock of the Company were purchased for proceeds of approximately $ 218 and $ 304 ,

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

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

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

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

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

The PAVmed Inc.

ESPP has a total reservation

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

of which 931,841 shares are available-for-issue as of December 31, 2022.

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

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

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

was April 1, 2022 to September 30, 2022.

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

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

The Lucid Diagnostics Inc.

ESPP has a total reservation

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

Ended December 31,

term of stock options (in years)

stock price volatility

free interest rate

dividend yield

Employee Stock Purchase Plan (“PAVmed ESPP”)

total of 38,216 shares and 12,950 shares of common stock of the Company were purchased for proceeds of approximately $ 182 and $ 218 , on

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

A total of 20,267 shares and 12,780 shares of common stock of the Company

were purchased for proceeds of approximately $ 76 and $ 140 , on September 30, 2023 and 2022, respectively, under the PAVmed ESPP.

31, 2023 purchase was partially settled through the redeployment of 12,590 shares of treasury stock.

The September 30, 2022 purchase

was settled through the redeployment of treasury stock.

The PAVmed ESPP has a total reserve of 133,334 shares of common stock of PAVmed

of which 7,528 shares are available for issue as of December 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

In January 2024, the number of shares available-for-issue was

increased by 166,667 in accordance with the evergreen provisions of the plan.

Diagnostics Inc.

Employee Stock Purchase Plan (“Lucid ESPP”)

total of 231,987

shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 276

on March 31, 2023 under the Lucid ESPP.

A total of 276,213

shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 275

on September 30, 2023 and 2022, respectively, under the Lucid ESPP.The Lucid ESPP has a total reserve of 1,000,000

shares of common stock of Lucid Diagnostics of which 407,770

shares are available for issue as of December 31, 2023.

In January 2024, the Lucid board authorized an increase in the number of

shares available for issue by 500,000 .

15 — Preferred Stock

of December 31, 2022 and December 31, 2021, there were 1,205,759 and 1,113,919 shares of Series B Convertible Preferred Stock (classified

in permanent equity) issued and outstanding, respectively.

B Convertible Preferred Stock Dividends

of December 31, 2023 and December 31, 2022, there were 1,305,213 and 1,205,759 shares of PAVmed Series B Convertible Preferred Stock,

classified in permanent equity, issued and outstanding, respectively.

Series B Convertible Preferred Stock Dividends

Series B Convertible Preferred Stock is issued pursuant to the PAVmed Inc.

Certificate of Designation of Preferences, Rights, and Limitations

of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”), has a par value

of $ 0.001 per share, no voting rights, a stated value of $ 3.00 per share, and is immediately convertible upon its issuance.

At the holders’

election, a share of Series B Convertible Preferred Stock is convertible into a share of common stock of the Company at a common stock

conversion exchange factor equal to a numerator and denominator of $ 3.00 , with each such numerator and denominator not subject to further

adjustment, except for the effect of stock dividends, stock splits or similar events affecting the Company’s common stock.

Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash

Certificate of Designation of Preferences, Rights, and

Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”),

has a par value of $ 0.001

per share, no voting rights, a stated value of $ 3.00

per share, and was immediately convertible upon its issuance.

At the holders’ election, fifteen shares of Series B Convertible

Preferred Stock are currently convertible into one share of common stock of the Company, subject to further adjustment for the

effect of future stock dividends, stock splits or similar events affecting the Company’s common stock.

Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash

settle the Series B Convertible Preferred Stock.

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

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

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

of additional shares of Series B Convertible Preferred Stock;

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

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

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

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

Series B Convertible Preferred Stock Dividends Earned

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

common stockholders for each of the respective corresponding periods presented in the accompanying consolidated statement of operations,

inclusive of $ 304 of such dividends earned in the year ended December 31, 2023;

and $ 281 of such dividends earned in the year ended December

Series B Convertible Preferred Stock Dividends Declared

the year ended December 31, 2023, the Company’s board of directors declared an aggregate of approximately $ 298 of Series B Convertible

Preferred Stock dividends, earned as of December 31, 2021, March 31, 2022, June 30, 2022, and September 30, 2022, which have been settled

Preferred Stock dividends, earned as of December 31, 2022;

March 31, 2023;

June 30, 2023;

and September 30, 2023, which have been settled

by the issue of an additional aggregate 99,454 shares of Series B Convertible Preferred Stock.

the year ended December 31, 2022, the Company’s board of directors declared an aggregate of approximately $ 276 of Series B Convertible

Preferred Stock dividends, earned as of December 31, 2020, March 31, 2021, June 30, 2021, and September 30, 2021, which have been settled

Preferred Stock dividends, earned as of December 31, 2021;

March 31, 2022;

June 30, 2022;

and September 30, 2022, which have been settled

by the issue of an additional aggregate 91,885 shares of Series B Convertible Preferred Stock.

to December 31, 2022, in January 2023, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend

earned as of December 31, 2022 and payable as of January 1, 2023, of approximately $ 72 , to be settled by the issue of an additional 24,128

shares of Series B Convertible Preferred Stock (with such dividend not recognized as a dividend payable as of December 31, 2022, as the

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

Diagnostics - Series A Preferred Stock Offering

March 7, 2023, Lucid entered into subscription agreements for the sale of 13,625 shares (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.

The terms of the Lucid Series A Preferred Stock also include a one times preference on liquidation and

a right to receive dividends equal to 20 % of

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

and two-year anniversary of the issuance date.

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

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

The aggregate gross proceeds from the sale of

shares in such offering were $ 13.625 million.

to December 31, 2023, in January 2024, the Company’s board of directors declared a PAVmed Series B Convertible Preferred

Stock dividend, earned as of December 31, 2023, of $ 78 , to be settled by the issue of 26,123 additional shares of Series B Convertible

Preferred Stock.

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

payable by the Company’s board of directors.

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

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.

16 — Common Stock and Common Stock Purchase Warrants

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

February 2023, the Company distributed a proxy statement for a special meeting of shareholders to be held on March 31, 2023 (the “Special

Meeting”), at which the Company will be seeking approval of an amendment to the Company’s Certificate of Incorporation, to

effect, at any time prior to the one-year anniversary date of the Special Meeting, (i) a reverse split of the Company’s outstanding

shares of common stock at a specific ratio, ranging from 1-for-5 to 1-for-15 , to be determined by the board of directors of the Company

in its sole discretion, and (ii) an associated reduction in the number of shares of common stock the Company is authorized to issue,

from 250,000,000 shares to 50,000,000 shares.

the year ended December 31, 2022, 299,999 shares of common stock of the Company were issued upon exercise of stock options for cash of

approximately $ 302 ;

and during the year ended December 31, 2022 a total of 385,938 shares of common stock of the Company were issued

under the PAVmed Inc.

Employee Stock Purchase Plan (“ESPP”).

See Note 15, Stock-Based Compensation , for a discussion

of each of the PAVmed Inc.

2014 Equity Plan and the PAVmed Inc.

the year ended December 31, 2022, 7,189,358 share of the Company’s common stock were issued upon conversion, at the election of

February 2023, the Company distributed a proxy statement for a special meeting of shareholders that was held on March 31, 2023 (the “Special

Meeting”), at which the Company sought approval of an amendment to the Company’s Certificate of Incorporation, to effect,

(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.

On March 31, 2023, the shareholders

approved the above 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 November 28, 2023 the Company’s board of directors, unanimously authorized management to effect

the reverse split at the ratio of 1-for-15.

The reverse stock split became effective on December 7, 2023.

At the effective date, every

15 shares of the Company’s common stock that were issued and outstanding were automatically combined into one issued and outstanding

share, without any change in par value of such shares.

No fractional shares were issued in connection with the reverse stock split.

each fractional share remaining after completion of the reverse stock split that was less than a whole share was rounded up to one whole

The reverse stock split also correspondingly affected all outstanding PAVmed equity awards and outstanding convertible securities.

total of 100,000

shares of PAVmed common stock were issued to

an unrelated service provider as the consideration for the services rendered under a research and development agreement dated May 31, 2023 (“May 31, 2023 R&D Agreement”).

The shares were issued as consideration

for a contractual minimum fair market value of $ 750 , 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.

If the such fair market value was less than $ 750 , then, the Company would 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.

On the six month anniversary, November 30, 2023, the contingent reconciliation payment was calculated to be $ 390 , based on the prior 10 day VWAP calculation, with the change in the estimated fair value recognized as other

income (expense).

the year ended December 31, 2023 a total of 58,483 shares of common stock of the Company were issued under the PAVmed ESPP.

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

the year ended December 31, 2023, 1,745,824 shares of the Company’s common stock were issued upon conversion, at the election of

the holder, of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note, for $ 6,083 face value principal

repayments, along with approximately $ 370 of interest thereon, as discussed in Note 14, Debt .

repayments, as discussed in Note 13, Debt .

the year ended December 31, 2023, the Company sold 321,288

shares through their at-the-market equity facility for approximately $ 79 .

Subsequent to December 31, 2022, through March 9, 2023, we sold 1,081,997 shares through the at-the-market equity

facility for approximately $0.6 million .

shares through their at-the-market equity facility

for net proceeds of approximately $ 1,823 ,

after payment of 3 %

As of December 31, 2023, the Company had $ 291

of net proceeds due from broker.

Subsequent to

December 31, 2023, as of March 21, 2024, the Company sold 133,299

shares through their at-market equity facility

for net proceeds of approximately $ 495 ,

after payment of 3 %

PAVmed Distribution of Lucid Diagnostics Common

Stock to Shareholders

On February 15, 2024, the Company distributed by special dividend to the

Company stockholders 3,331,747 shares of Lucid Diagnostics common stock held by the Company.

On such date, each PAVmed shareholder as

of the January 15, 2024 record date received a stock dividend of approximately 38 shares of Lucid common stock for every 100 shares of

PAVmed common stock they held as of such date.

The shares distributed were approximately equal to the number of shares of common stock

that Lucid issued to PAVmed on or about January 26, 2024 in satisfaction of certain intercompany obligations due to Lucid from PAVmed.

Stock Purchase Warrants

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

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

During the year ended December 31, 2022, a total of 5 Series Z Warrants were exercised for cash at $ 1.60 per share, resulting

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

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

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

January 29, 2022 .

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

representing the right to purchase 795,830 shares of the Company’s common stock.

The Series Z Warrants are now exercisable to

purchase one whole share of common stock of the Company at an exercise price of $ 23.48 ($ 24.00

post reverse-split, decreased by $ 0.52 due to distribution of Lucid common stock to PAVmed stockholders, discussed

further below).

On December 4, 2023, the Company announced the extension of the Company’s Series Z Warrants, by 12 months, to April

The Company recognized the incremental value associated with the Z Warrants modification for the term

extension as a deemed dividend charge of $ 1,791

and as an increase of net loss available to common stockholders on the consolidated statements of operations in 2023.

incremental value associated with the Z Warrants modification was determined using a Black-Scholes pricing model using the modified

terms of the Z Warrants with the following assumptions:

expected term of 1.41

years, dividend yield of 0 %,

volatility of 233 %,

and a risk-free rate of 4.79 %,

compared to the publicly traded closing price of PAVMZ on the date immediately preceding the modification.

There were no

Series Z Warrants exercised during the year ended December 31, 2023.

The Company’s distribution of Lucid common stock to PAVmed stockholders, described above, constituted an “Extraordinary Dividend” as defined in the Warrant Agreement.

Accordingly, as a result of the distribution,

pursuant to Section 4.3 of the Warrant Agreement, the Warrant Price has been decreased by $ 0.52 (the fair market value of 0.37709668

of a share of Lucid Diagnostics’ common stock) to $ 23.48 per share.

17 — Noncontrolling Interest

2 unchanged sentences

Schedule of Noncontrolling Interest of Stockholders' Equity

December 31, 2022

December 31, 2021

NCI – equity (deficit) – beginning of period

Investment in Veris Health Inc.

Net loss attributable to NCI

Impact of subsidiary equity transactions

Lucid Diagnostics Inc.

proceeds from Committed Equity Facility, net of deferred financing charges

Lucid Diagnostics Inc.

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

Lucid Diagnostics Inc.

2018 Equity Plan stock option exercise

Lucid Diagnostics Inc.

Employee Stock Purchase Plan Purchase

Stock-based compensation expense - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation expense - Veris Health Inc.

2021 Equity Plan

NCI – equity (deficit) – end of period

loss attributable to NCI

of subsidiary equity transactions

Diagnostics proceeds from issuance of preferred stock

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

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

Diagnostics issuance of common stock for settlement of vendor service agreement

Diagnostics 2018 Equity Plan stock option exercise

Diagnostics Employee Stock Purchase Plan Purchase

of Lucid Diagnostics common stock for Senior Secured Convertible Debt

compensation expense - Lucid Diagnostics 2018 Equity Plan

compensation expense - Veris Health 2021 Equity Plan

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

2 unchanged sentences

NCI in the consolidated statement of operations for the periods beginning on the acquisition date of the respective majority-owned subsidiaries.

Diagnostics Inc.

of December 31, 2022, there were 40,518,792 shares of common stock of Lucid Diagnostics Inc.

issued and outstanding, of which, PAVmed

holds 31,302,420 shares, representing a majority ownership equity interest and PAVmed Inc.

has a controlling financial interest

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

is a consolidated majority-owned subsidiary of PAVmed Inc.

March 28, 2022, Lucid Diagnostics, Inc.

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

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

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

While there are distinct differences, the facility is structured similarly

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

at prices based on the existing market price.

As of December 31, 2022, under the committed equity facility, a total of 680,263 shares

of common stock of Lucid Diagnostics Inc.

were issued for proceeds of approximately $ 1,807 .

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 Fitzgerald & Co.

In the year ended December 31, 2022,

there were no Lucid Diagnostics shares sold through their at-the-market equity facility.

Subsequent to December 31, 2022, through March

9, 2023, Lucid Diagnostics sold 230,068 shares through its at-the-market equity facility for approximately $0.3 million.

of December 31, 2022, there were 8,000,000 shares of common stock of Veris Health Inc.

issued and outstanding, of which PAVmed Inc.

an 80.44 % majority-interest ownership and PAVmed Inc.

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

ownership held by an unrelated third-party.

Accordingly, Veris Health Inc.

is a consolidated majority-owned subsidiary of the Company,

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

in the consolidated balance sheet as of December 31, 2022 along with the recognition of a net loss attributable to the NCI in the consolidated

statement of operations for the period of May 28, 2021 to December 31, 2021, upon its formation and contemporaneous acquisition of Oncodisc

of December 31, 2023, there were 42,329,864 shares of common stock of Lucid Diagnostics issued and outstanding, of which, PAVmed held

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 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.

The terms of the Lucid Series A Preferred Stock also include a one times preference on liquidation

and a right to receive dividends equal to 20 % of the number of shares of Lucid common stock into which such Lucid Series A Preferred

Stock is convertible, payable on the one-year and two-year anniversary of the issuance date.

The Lucid Series A Preferred Stock is a

non-voting security, other than with respect to limited matters related to changes in terms of the Lucid Series A Preferred Stock.

aggregate gross proceeds from the sale of shares in such offering were $ 13.625 million.

October 17, 2023, Lucid issued 5,000 shares of newly designated Lucid Series A-1 Convertible Preferred Stock (the “Lucid Series

A-1 Preferred Stock”).

The terms of the Lucid Series A-1 Preferred Stock are substantially identical to the terms of the Lucid

Series A Preferred Stock, except that the Lucid Series A-1 Preferred Stock has a conversion price of $ 1.2592 .

The aggregate gross proceeds

from the sale of shares in such offering were $ 5.0 million.

November 2022, Lucid Diagnostics entered into an “at-the-market offering” for up to $ 6.5 million of its common stock that

may be offered and sold under a Controlled Equity Offering Agreement between Lucid Diagnostics and Cantor Fitzgerald & Co.

year ended December 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.

17 — Noncontrolling Interest - continued

to December 31, 2023, on January 26, 2024 PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through

the issuance of 3,331,771 shares of Lucid Diagnostics common stock.

On February 15, 2024, the Company distributed by special dividend to the Company stockholders, as of

the record date noted above, 3,331,747 shares of Lucid Diagnostics common stock held by the Company.

On March 13, 2024, Lucid issued

an additional 5,670 shares of Lucid Series A-1 Preferred Stock, for aggregate gross proceeds of $ 5.67 million.

On March 13, 2024, Lucid issued

44,285 shares of newly designated Lucid Series B Convertible Preferred Stock (the “Lucid Series B Preferred Stock”).

of the Lucid Series B Preferred Stock are substantially identical to the terms of the Lucid Series A Preferred Stock and the Lucid Series

A-1 Preferred Stock, except that the Lucid Series B Preferred Stock has a conversion price of $ 1.2444 , and the holders of the Lucid Series

B Preferred Stock vote with the common stock on an as-converted basis (subject to any applicable ownership limitations).

On the same day,

Lucid issued an additional 5,670 shares of Lucid Series A-1 Preferred Stock, for aggregate gross proceeds of $ 5.67 million (all of which

shares were immediately exchange for shares of Lucid Series B Preferred Stock).

The aggregate gross proceeds from the sale of shares in

such offering were $ 18.1 million.

As a result of 100 % of the

then-outstanding shares of Lucid Series A Preferred Stock and Lucid Series A-1 Preferred Stock being exchanged for shares of Lucid

Series B Preferred Stock in the Lucid Series B Offering and Exchange, no shares of Lucid Series A Preferred Stock or Lucid Series

A-1 Preferred Stock remain outstanding.

of December 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

consolidated balance sheets.

18 — Income Taxes

1 unchanged sentence

Schedule of Income Tax (Benefit) Expense

Year Ended December 31,

Federal, State and Local

Ended December 31,

State and Local

Current and Deferred tax (benefit) expense

and Deferred tax (benefit) expense

Valuation allowance reserve

Income tax expense (benefit)

tax expense (benefit)

reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows:

of Effective Income Tax Rate Reconciliation

Year Ended December 31,

Ended December 31,

federal statutory rate

state and local income taxes, net of federal benefit

Permanent differences

Revaluation of state deferred taxes

Valuation allowance

Effective tax rate

of state deferred taxes

Federal deferred true-up

State deferred true-up

18 — Income Taxes - continued

tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows:

of Deferred Tax Assets and Liabilities

Year Ended December 31,

Deferred Tax Assets

Net operating loss

Debt issue costs

Stock-based compensation expense

Lease liabilities

Research and development expenditures

Research and development tax credit carryforwards

Accrued expenses

Section 195 deferred start-up costs

Depreciation & amortization

Deferred tax assets

Deferred Tax Liabilities

Operating lease right-of-use assets

Patent licenses

Deferred Tax Liabilities

Deferred tax assets, net of deferred tax liabilities

Ended December 31,

operating loss

compensation expense

and development expenditures

and development tax credit carryforwards

195 deferred start-up costs

& amortization

Tax Liabilities

lease right-of-use assets

Tax Liabilities

tax assets, net of deferred tax liabilities

valuation allowance

Deferred tax assets, net after valuation allowance

19 — Income Taxes - continued

tax assets, net after valuation allowance

Note 18 — Income Taxes - continued

tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to

17 unchanged sentences

have statutory expiration dates commencing in 2037 , and approximately $ 222.5 million which do not have a statutory expiration date.

Company has not yet conducted a formal analysis and the NOL carryforward may be subject-to limitation under U.S.

Internal Revenue Code

(“IRC”) Section 382 (provided there was a greater than 50% ownership change, as computed under such IRC Section 382).

State and Local NOL carryforwards of approximately $ 157.8 million have statutory expiration dates commencing in 2037.

The Company has

total estimated research and development (“R&D”) tax credit carryforward of approximately $ 1.7 million as of December

31, 2022 which are available to reduce future tax expense and have statutory expiration dates commencing in 2037.

Company has not yet conducted a formal analysis and the NOL carryforward and general business credits may be subject-to limitation under

Internal Revenue Code (“IRC”) Section 382 (provided there was a greater than 50% ownership change, as computed under

such IRC Section 382).

The State and Local NOL carryforwards of approximately $ 260.0 million have statutory expiration dates commencing

The Company has total estimated research and development (“R&D”) tax credit carryforward of approximately $ 3.4

million as of December 31, 2023 which are available to reduce future tax expense and have statutory expiration dates commencing in 2037.

Company files income tax returns in the United States in federal and applicable state and local jurisdictions.

5 unchanged sentences

or interest related to its income tax provision.

In August 2022, the U.S.

passed the Inflation Reduction Act, which included a corporate minimum tax on book earnings of 15%, an excise tax on corporate share repurchases

of 1%, and certain climate change and energy tax credit incentives.

The adoption of a corporate minimum tax of 15% is not expected to

impact PAVmed’s effective tax rate.

The excise tax of 1% on corporate share buybacks will not have an impact on the Company’s

effective tax rate.

August 2022, the U.S.

Congress passed the Inflation Reduction Act, which included a corporate minimum tax on book earnings of 15%, an

excise tax on corporate share repurchases of 1%, and certain climate change and energy tax credit incentives.

The adoption of a corporate

minimum tax of 15% is not expected to impact PAVmed’s effective tax rate.

The excise tax of 1% on corporate share buybacks will

not have an impact on the Company’s effective tax rate.

19 — 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

Years Ended December 31,

Net loss - before noncontrolling interest

Ended December 31,

loss - before noncontrolling interest

$ ( 103,238 )

Net loss attributable to noncontrolling interest

Net loss - as reported, attributable to PAVmed Inc.

Series B Convertible Preferred Stock dividends – earned

Net loss attributable to PAVmed Inc.

loss attributable to noncontrolling interest

loss - as reported, attributable to PAVmed Inc.

Deemed dividend on Series Z warrant modification

B Convertible Preferred Stock dividends – earned

loss attributable to PAVmed Inc.

common stockholders

Weighted average common shares outstanding, basic and diluted

Net loss per share

Basic and diluted

Net loss - as reported, attributable to PAVmed Inc.

Net loss attributable to PAVmed Inc.

average common shares outstanding, basic and diluted

loss per share (1)

loss attributable to PAVmed Inc.

common stockholders

(1) - Convertible Preferred

Stock would potentially be considered a participating security under the two-class method of calculating net loss per share.

the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no

impact on the Company’s net loss per share calculation for the periods indicated.

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

be anti-dilutive, are as follows:

Series B Convertible Preferred Stock dividends earned as of each of the respective periods noted, are included in the calculation of

basic and diluted net loss attributable to PAVmed Inc.

common stockholders for each respective period presented.

Notwithstanding, the

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

the Company’s board of directors.

weighted-average number of shares of common stock outstanding for the years ended December 31, 2022 and 2021 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

Series B Convertible Preferred Stock dividends earned as of each of the respective years noted, are included in the calculation of

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

Notwithstanding, the Series

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

board of directors.

weighted-average number of shares of common stock outstanding for the years ended December 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

includes such incremental shares.

However, as the Company was in a loss position for all periods presented, basic and diluted weighted

However, as the Company was in a loss position for all years presented, basic and diluted weighted

average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

2 unchanged sentences

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

Stock options and restricted stock awards

Series Z Warrants

Series W Warrants

Series B Convertible Preferred Stock

total stock options and restricted stock awards are inclusive of 500,854 stock options as of December 31, 2022 and 2021;

restricted stock awards as of December 31, 2022 and 2021, granted outside the PAVmed Inc.

2014 Equity Plan.

options and restricted stock awards

B Convertible Preferred Stock

total stock options and restricted stock awards are inclusive of 60,057 and 33,391 stock options as of December 31, 2023 and 2022, respectively;

and 6,666 restricted stock awards as of December 31, 2022 granted outside the PAVmed 2014 Equity Plan.

These 6,666 restricted stock

awards were fully vested during the year ended December 31, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures