What changed in this filing

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Item 1. Financial Statements

2024-05-13 compared with 2023-11-13 · 739 added, 739 removed, 435 unchanged (77% of the section changed)

2 unchanged sentences

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

expenses, deposits, and other current assets

March 31, 2024

December 31, 2023

Current assets:

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

liability - at fair value

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

Current liabilities:

lease liabilities, less current portion

and contingencies (Note 9)

Stockholders’

stock, $ 0.001 par value.

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 8)

Stockholders’ Equity:

Preferred stock, $ 0.001 par value.

Authorized, 20,000,000 shares;

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

1,279,601 at September 30, 2023 and 1,205,759 shares at December 31, 2022

stock, $ 0.001 par value.

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding 1,331,336 at March 31, 2024 and 1,305,213 shares at December 31, 2023

Common stock, $ 0.001 par value.

Authorized, 50,000,000 shares;

119,701,959 and 94,510,537 shares outstanding as of September 30, 2023 and

December 31, 2022, respectively

paid-in capital

Stockholders’ Equity (Deficit)

Noncontrolling

8,858,597 and 8,578,505 shares outstanding as of March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated deficit

Total PAVmed Inc.

Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity (Deficit)

Noncontrolling interests

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes to the unaudited condensed consolidated financial statements.

1 unchanged sentence

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

and marketing

and administrative

of acquired intangible assets

Operating expenses:

Cost of revenue

Sales and marketing

General and administrative

Amortization of acquired intangible

and development

operating expenses

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

Other income (expense):

Interest income

Interest expense

Change in fair value - Senior

Secured Convertible Notes

Loss on issue and offering

costs - Senior Secured Convertible Note

Debt extinguishments loss

- Senior Secured Convertible Notes

Debt modification expense

on sale of intellectual property

income (expense), net

before provision for income tax

Loss before provision for

for income taxes

loss before noncontrolling interests

Net loss before noncontrolling

loss attributable to the noncontrolling interests

loss attributable to PAVmed Inc.

Series B Convertible Preferred Stock dividends earned

Net loss attributable to PAVmed

Series B Convertible

Preferred Stock dividends earned

Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests

loss attributable to PAVmed Inc.

2 unchanged sentences

loss per share attributable to PAVmed Inc.

- basic and diluted

loss per share attributable to PAVmed Inc.

common stockholders – basic and diluted

1 unchanged sentence

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the THREE MONTHS ENDED September 30, 2023

thousands except number of shares and per share data)

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

- June 30, 2023

$ ( 260,783 )

declared - Series B Convertible Preferred Stock

- Senior Secured Convertible Note

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

- Employee Stock Purchase Plan

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

of subsidiary equity transactions

compensation - PAVmed Inc.

compensation - majority-owned subsidiary

- September 30, 2023

$ ( 278,529 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the NINE MONTHS ENDED September 30, 2023

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

- December 31, 2022

$ ( 228,169 )

declared - Series B Convertible Preferred Stock

common stock - PAVM ATM Facility

- restricted stock awards

- Senior Secured Convertible Note

- 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 - At-The-Market Facility, net of financing charges

of subsidiary equity transactions

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

- vendor service agreement

- majority-owned subsidiary preferred stock

compensation - PAVmed Inc.

compensation - majority-owned subsidiaries

- September 30, 2023

$ ( 278,529 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the THREE MONTHS ENDED September 30, 2022

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED March 31, 2024

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

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B Convertible Preferred Stock

- June 30, 2022

Balance - December 31, 2023

$ ( 294,433 ) -

declared - Series B Convertible Preferred Stock

- Series B Convertible Preferred Stock

- Senior Secured Convertible Note

- 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

- September 30, 2022

Dividends declared - Series B Convertible Preferred Stock

Issue common stock - PAVM ATM Facility

Conversions - Senior Secured Convertible Note

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

Exercise - stock options of majority-owned subsidiary

Purchase - Employee Stock Purchase Plan

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

Impact of subsidiary equity transactions

Issuance - majority-owned subsidiary preferred stock (Series A-1)

Exchange - majority-owned subsidiary preferred stock (Series A and Series A-1)

Issuance - majority-owned subsidiary preferred stock (Series B)

Majority-owned subsidiary deemed dividends on preferred stock attributable to noncontrolling interests

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiaries

Balance - March 31, 2024

$ ( 309,723 ) -

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the NINE MONTHS ENDED September 30, 2022

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED March 31, 2023

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

1 unchanged sentence

B Convertible Preferred Stock

- December 31, 2021

Additional Paid-In

Non controlling

Balance - December 31, 2022

$ ( 228,169 )

Beginning balance

$ ( 228,169 )

declared - Series B Convertible Preferred Stock

- Series B Convertible Preferred Stock

- restricted stock awards

- Series Z warrants

- Senior Secured Convertible Note

Exercise - 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 subsidiaries

- September 30, 2022

Dividends declared - Series B Convertible Preferred Stock

Issue common stock - PAVM ATM Facility

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

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

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

Impact of subsidiary equity transactions

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

Issuance - majority-owned subsidiary preferred stock (Series A)

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiaries

Treasury stock

Balance - March 31, 2023

$ ( 246,172 )

3 unchanged sentences

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

Months Ended September 30,

flows from operating activities

loss - before noncontrolling interest (“NCI”)

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 - settle termination payment

common stock - vendor service agreement

in fair value - Senior Secured Convertible Notes

on issue - Senior Secured Convertible Note

extinguishment loss - Senior Secured Convertible Note

in fair value - derivative liability

lease expense

in operating assets and liabilities:

expenses, deposits and current and other assets

Months Ended March 31,

from operating activities

Net loss - before

noncontrolling interest (“NCI”)

Adjustments to reconcile net

loss - before NCI to net cash used in operating activities

Depreciation and amortization

Stock-based compensation

Gain on sale of intellectual

Issue common stock

of majority-owned subsidiary - termination payment

Amortization of common stock payment for vendor

service agreement

Change in fair value - Senior

Secured Convertible Notes

Loss on issue - Senior Secured

Convertible Note

Debt extinguishment loss -

Senior Secured Convertible Note

Non-cash lease expense

Changes in operating assets

and liabilities:

Accounts receivable

Prepaid expenses, deposits

and current and other assets

Accounts payable

expenses and other current liabilities

cash flows used in operating activities

flows from investing activities

from investing activities

Purchase of equipment

from sale of intellectual property

cash flows used in investing activities

flows from financing activities

– issue of preferred stock - majority-owned subsidiary

– issue of Senior Secured Convertible Note

– 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

cash flows provided by (used in) investing activities

from financing activities

Proceeds – issue of

preferred stock - majority-owned subsidiary

Proceeds – issue of

Senior Secured Convertible Note

Payment – Senior Secured

Convertible Note – acceleration floor payments

Proceeds – issue of

common stock - At-The-Market Facility

Proceeds – majority-owned

subsidiary common stock - Committed Equity Facility and At-The-Market Facility

Proceeds – issue common

stock – Employee Stock Purchase Plan

Proceeds – 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

Net increase (decrease) in

Cash, beginning of period

Cash, end of period

accompanying notes to the unaudited condensed consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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of the Business

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

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

company focused on enhanced personalized cancer care through remote patient monitoring using implantable biologic sensors with wireless

communication along with a custom suite of connected external devices.

The Company’s current central focus is on the commercialization

of Lucid’s EsoGuard assay and Veris Health’s Veris Cancer Care Platform.

As resources permit, we will continue to explore

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

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 medical needs with large addressable market

opportunities.

Leveraging 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.

2 — Liquidity and Going Concern

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.

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

3 unchanged sentences

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, including current obligations on the Company’s existing convertible debt which in accordance with management’s

plans may include conversions to equity and refinancing our existing debt obligations to extend maturity dates.

Notwithstanding, however, with the cash on-hand

as of the date hereof and other debt and equity committed sources of financing, conversion and refinancing of existing convertible notes, 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

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

The Company generated $ 1.0 million of revenues for the three month period

ended March 31, 2024, however the Company does not expect to generate positive cash flows from operating activities in the near future.

Company incurred a net loss attributable to PAVmed Inc.

common stockholders of approximately $ 22.8 million and had net cash flows used

in operating activities of approximately $ 13.1 million for the three month period ended March 31, 2024.

As of March 31, 2024, the Company

had negative working capital of approximately $ 25.4 million, with such working capital inclusive of the Senior Secured Convertible Notes

classified as a current liability of an aggregate of approximately $ 45.5 million and approximately $ 25.5 million of cash.

Company’s ability to continue operations 12 months beyond the issuance of the financial statements, 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

unaudited condensed consolidated financial statements are issued.

3 — Summary of Significant Accounting Policies

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

consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the consolidated

results to be expected for the year ending December 31, 2023 or for any other interim period or for any other future periods.

The accompanying

unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read

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

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

unaudited condensed consolidated results of operations for the three months ended March 31, 2024 are not necessarily indicative of

the consolidated results to be expected for the year ending December 31, 2024 or for any other interim period or for any other

future periods.

The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated

financial information should be read in conjunction with the Company’s audited consolidated financial statements and related

notes thereto as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K as filed

with the SEC on March 25, 2024.

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

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

2 — Summary of Significant Accounting Policies - continued

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

GAAP, management is required to make estimates

and assumptions that affect the reported amounts of assets and the determination of corresponding carrying value reserve, if any, and

liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported

amounts of revenue and expenses during the reporting period.

Significant estimates in these unaudited condensed consolidated financial

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

stock purchase warrants.

Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income

taxes and the corresponding valuation allowance on deferred tax assets.

Additionally, management’s assessment of the Company’s

ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows.

On an ongoing

basis, the Company evaluates its estimates and assumptions.

The Company bases its estimates on historical experience and on various other

assumptions believed to be reasonable.

Due to inherent uncertainty involved in making estimates, actual results reported in future periods

may be affected by changes in these estimates.

GAAP, management is required to make

estimates and assumptions that affect the reported amounts of assets and the determination of corresponding carrying value reserve,

if any, and liabilities and the disclosure of contingent losses, as of the date of the unaudited condensed consolidated financial

statements, as well as the reported amounts of revenue and expenses during the reporting period.

estimates in these unaudited condensed consolidated financial statements include those related to the estimated fair value of debt

obligations, stock-based equity awards, intangible assets and common stock purchase warrants.

Other significant estimates include

the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on

deferred tax assets.

Additionally, management’s assessment of the Company’s ability to continue as a going concern

involves the estimation of the amount and timing of future cash inflows and outflows.

On an ongoing basis, the Company evaluates its

estimates and assumptions.

The Company bases its estimates on historical experience and on various other assumptions believed to be

Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by

changes in these estimates.

3 — Summary of Significant Accounting Policies - continued

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

68 unchanged sentences

Alternatively,

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

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

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

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

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

The estimated fair value adjustment of the

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

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

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

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

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

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

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

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

(“FVO”) election.

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

by ASC 825-10-15-5) to be afforded to financial instruments, wherein the financial instrument is initially measured at estimated

fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period

balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations.

The estimated fair value adjustment of the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and the

Lucid March 2023 Senior Convertible Note is presented in a single line item within other income (expense) in the accompanying

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

Further, as required by ASC

825-10-45-5, to the extent a portion of the fair value adjustment is attributed to a change in the instrument-specific credit risk,

such portion would be recognized as a component of other comprehensive income (“OCI”) (for which there was no such

adjustment with respect to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note or the Lucid March

2023 Senior Convertible Note).

Note 9, Financial Instruments Fair Value Measurements , with respect to the FVO election;

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and did not affect net loss.

Adopted Accounting Pronouncements

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

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

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

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

Measurement of Credit Losses on Financial Instruments.

The updated guidance requires companies to measure all expected credit losses

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

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

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

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

unaudited condensed consolidated financial statements.

Accounting Standards Updates Not Yet Adopted

December 2023, the FASB issued ASU No.

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

ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024.

adoption is permitted.

The Company does not expect the standard to have a significant impact on its consolidated financial statements.

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 does not

expect the standard to have a significant impact on its consolidated financial statements.

3 — Summary of Significant Accounting Policies - continued

October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure

Update and Simplification Initiative.

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.

The Company 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, entered into the EsoGuard Commercialization Agreement, dated August

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

(“RDx”), an unrelated third-party.

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.

3 — Revenue from Contracts with Customers - continued

the three and nine months ended September 30, 2023, the Company recognized total revenue of $ 791 and $ 1,403 , respectively, primarily

resulting from the delivery of patient EsoGuard test results.

Revenue recognized from customer contracts deemed to include a variable

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

The Company’s revenue for

the three months ended September 30, 2022 was $ 76 , primarily resulting from the delivery of patient EsoGuard test results.

The Company’s

revenue for the nine months ended September 30, 2022 was $ 265 , and includes the activity described for the three months ended September

30, 2022, 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 monthly fee.

the three month period ended March 31, 2024, the Company recognized total revenue of $ 1,010 , primarily resulting from the delivery of

patient EsoGuard test results.

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

is limited to the unconstrained portion of the variable consideration.

The Company’s revenue for the three month period ended March

31, 2023 was $ 446 , primarily resulting from the delivery of patient EsoGuard test results.

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

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

the three and nine months ended September 30, 2023, the cost of revenue was $ 1,779 and $ 4,809 , respectively, and was primarily related

to costs for our laboratory operations and EsoCheck device supplies.

The Company’s cost of revenue for the three months ended September

30, 2022 was $ 1,626 , and was primarily related to costs for our laboratory operations and EsoCheck device supplies.

The Company’s

cost of revenue for the nine months ended September 30, 2022 was $ 1,996 , and includes the activity described for the three months ended

September 30, 2022, 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.

4 — 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 unaudited condensed consolidated

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

of Incurred Expenses of Minority Shareholders

– Royalty Fees

and Administrative Expense

CWRU – License Agreement - reimbursement of patent legal fees

compensation expense – Physician Inventors’ restricted stock awards

and Development Expense

- Physician Inventors’ consulting agreements

research agreement

compensation expense – Physician Inventors’ stock options

Related Party Expenses

of September 30, 2023, Lucid had an outstanding payable of $ 820 .

4 — Related Party Transactions - continued

Note 12, 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 15, Noncontrolling Interest ,

for a discussion of Lucid Diagnostics Inc.

and the corresponding noncontrolling interests.

Related Party Transactions

June 2021, Veris Health 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.

Veris Health recognized general and administrative expense of $ 0 and $ 25 in the three and nine months ended

September 30, 2023, respectively, and $ 8 and $ 45 in the three and nine months ended September 30, 2022, respectively, in connection with

the consulting agreement.

5 — Asset Purchase Agreement and Management Services Agreement

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 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

The APA-RDx is being accounted for as an asset acquisition, with the recognition of an intangible asset of approximately $ 3,200 ,

which is included in “Intangible assets, net” on the accompanying unaudited condensed consolidated balance sheet, as further

discussed in Note 8, Intangible Assets, net.

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

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

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

The termination was effective as February 10, 2023.

Until the termination of the management service agreement with RDx, RDx had continued to provide certain testing and related services

for the Laboratory in accordance with the terms of the MSA-RDx.

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

The payment was satisfied through the issuance of 553,436 shares of Lucid Diagnostics’ common stock in February 2023.

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

the three month period ended March 31, 2024, the cost of revenue was $ 1,744 ,

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

The Company’s cost of revenue for the three

month period ended March 31, 2023 was $ 1,346 ,

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

5 — Prepaid Expenses, Deposits, and Other Current Assets

1 unchanged sentence

of Prepaid Expenses and Other Current Assets

payments to service providers and suppliers

cell collection supplies

mailer supplies

Advanced payments

to service providers and suppliers

Prepaid insurance

prepaid expenses, deposits and other current assets

the nine months ended September 30, 2023, the Company entered into additional lease agreements that have commenced and are classified

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

principal corporate offices and additional Lucid Test Centers.

Company’s future lease payments as of September 30, 2023, which are presented as operating lease liabilities, current portion and

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

of Future Lease Payments

the three months ended March 31, 2024, the Company entered into additional lease agreements that have commenced and are classified as operating

Company’s future lease payments as of March 31, 2024, which are presented as operating lease liabilities, current portion and

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

of Future Minimum Lease Payments for Operating Leases

2024 (remainder of year)

lease payments

Total lease payments

imputed interest

value of lease liabilities

Present value of lease liabilities

6 — Leases - continued

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

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

Months Ended September 30,

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 September 30, 2023 and December 31, 2022, the Company’s right-of-use assets from operating leases were $ 4,663 and $ 3,037 , respectively,

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

Months Ended March 31,

Cash paid for amounts included in the measurement of

lease liabilities

Operating cash

flows from operating leases

Non-cash investing and financing

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 March 31, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases were $ 3,886 and $ 4,267 , respectively,

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

As of September 30,

2023 and December 31, 2022, the Company had outstanding operating lease obligations of $ 4,917 and $ 2,987 , respectively, of which $ 1,574

and $ 1,141 , respectively, are reported in operating lease liabilities, current portion and $ 3,343 and $ 1,846 , respectively, are reported

As of March 31, 2024

and December 31, 2023, the Company had outstanding operating lease obligations of $ 4,147 and $ 4,525 , respectively, of which $ 1,333 and

$ 1,565 , respectively, are reported in operating lease liabilities, current portion and $ 2,814 and $ 2,960 , respectively, are reported

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

1 unchanged sentence

terms the Company would likely receive on the open market.

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

The lease agreement

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

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

The lease commenced on February 1, 2023.

The aggregate (undiscounted)

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

7 — Intangible Assets, net

1 unchanged sentence

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 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

accreditation, and clinical laboratory licenses for five (5) U.S.

States transfer to the Company from RDx, and a laboratory information

management software perpetual-use royalty-free license granted under the APA-RDx, with such intangible asset having a useful life of

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

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

and $ 1,516 and $ 1,278 for the nine month periods ended September 30, 2023 and 2022, respectively, and is included in amortization of

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

As of September 30, 2023, the

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

fiscal years is as follows:

Estimated Useful Life

March 31, 2024

December 31, 2023

Defensive asset

Laboratory licenses and certifications and laboratory information management software

Total Intangible assets

Less Accumulated Amortization

Intangible Assets, net

expense of the intangible assets discussed above was $ 372 and $ 505 for the three month periods ended March 31, 2024 and 2023, respectively,

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

As of March 31, 2024, 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

17 unchanged sentences

Value Measurement on a Recurring Basis at Reporting Date Using 1

September 30, 2023

Secured Convertible Note - April 2022

Secured Convertible Note - September 2022

March 31, 2024

Senior Secured

Convertible Note - April 2022

Senior Secured Convertible

Note - September 2022

Senior Secured Convertible Note - March 2023

December 31, 2023

Secured Convertible Note - April 2022

Secured Convertible Note - September 2022

Senior Secured

Convertible Note - April 2022

Senior Secured Convertible

Note - September 2022

Senior Secured Convertible Note - March 2023

1 There were no transfers

between the respective Levels during the period ended September 30, 2023.

between the respective Levels during the three months ended March 31, 2024.

discussed in Note 10, Debt , the Company issued Senior Secured Convertible Notes dated April 4, 2022 and September 8, 2022, with

14 unchanged sentences

dated volatilities) inputs.

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

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

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

using the following assumptions:

9 — Financial Instruments Fair Value Measurements - continued

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

Convertible Note as of each of March 31, 2024 and 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

2022 Senior Convertible Note:

September 30, 2023

2022 Senior Convertible Note:

September 30, 2023

March 2023 Senior Convertible Note:

April 2022 Senior

Convertible Note:

March 31, 2024

March 2023 Senior Convertible Note:

September 30, 2023

value principal payable

rate of return

September 2022 Senior

March 31, 2024

March 2023 Senior

Convertible Note:

March 31, 2024

Face value principal payable

Required rate of return

Conversion Price

Value of common stock

10 — Financial Instruments Fair Value Measurements - continued

Liability - Written Protective Put

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

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

The principal

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

and firmware for the Veris Health implantable physiologic monitor.

discussed in Note 14, Common Stock and Common Stock Purchase Warrants , 1.5 million shares of PAVmed common stock were issued to

the service provider as the consideration for a $ 750 portion of the services to be rendered under the May 31, 2023 R&D Agreement.

The issued shares of common stock are (contingently) settlement-in-full of the consideration obligations of the Company under the May

31, 2023 R&D Agreement, subject-to a contractual “minimum fair market value” as such amount is discussed below.

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

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

computed using a contractual formula based on the PAVmed Inc.

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

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

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

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

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

computed fair market value .

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

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

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

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

The derivative liability had an initial May 31, 2023

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

accompanying (unaudited) condensed consolidated statement of operations.

Further, such recognized derivative liability is further remeasured

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

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

of the contingent additional contractual consideration obligation, if any.

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

fair value was approximately $ 291 , with the change in the estimated fair value recognized as other income (expense).

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

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

common stock to compute the respective

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

measurement dates noted, as follows:

Schedule of Fair Value Assumption Used

September 30, 2023

minimum effective conversion price

Price per share

Expected term (years)

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

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

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

valuation models.

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

including the 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.

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

Risk free rate

Dividend yield

April 2022 Senior

Convertible Note:

December 31, 2023

September 2022 Senior

December 31, 2023

March 2023 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 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 respective common stock prices, probability weighting of floor prices on conversions under two

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

Treasury security yields, and certain other Level-3 inputs

including, assumptions regarding the estimated volatility in the value of the respective common stock prices.

Changes in these

assumptions can materially affect the recognized estimated fair values.

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

Summary of Outstanding Debt

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

April 2022 Senior Convertible Note

Maturity Date

Interest Rate

Price per Share

Value Principal Outstanding

April 2022 Senior

Convertible Note

April 4, 2025

September 2022 Senior Convertible Note

September 2022 Senior Convertible

September 8, 2025

Lucid March 2023 Senior Convertible Note

March 21, 2025

Balance as of September 30, 2023

March 2023 Senior Convertible Note

Balance as of March 31, 2024

Maturity Date

2 unchanged sentences

Value Principal Outstanding

2022 Senior Convertible Note

April 2022 Senior

Convertible Note

April 4, 2025

September 2022 Senior Convertible

September 6, 2025

March 2023 Senior Convertible Note

Balance as of December 31, 2023

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

changes in the fair value of debt during the three month period ended March 31, 2024 is as follows:

Schedule of Changes in Fair Value of Debt

4 unchanged sentences

Income (expense)

Value - June 30, 2023

value principal – issue date

value adjustment – issue date

repayments – common stock

Non-installment

payments – common stock

Fair Value - December 31, 2023

Installment repayments –

Non-installment payments –

in fair value

Value at September 30, 2023

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

Fair Value at March 31,

Other Income (Expense)

- Change in fair value – three month period ended March 31, 2024

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

2022 Senior Convertible Note

3 unchanged sentences

Income (expense)

Value - December 31, 2022

Fair Value, Beginning

value principal – issue date

value adjustment – issue date

repayments – common stock

Non-installment

payments – common stock

Fair Value - December 31, 2022

Face value principal –

Fair value adjustment –

Installment repayments –

Non-installment payments –

in fair value

Value at September 30, 2023

Value, Ending

Income (Expense) - Change in fair value – nine months ended September 30, 2023

Fair Value at March 31,

Other Income (Expense)

- Change in fair value – three month period ended March 31, 2023

10 — Debt - continued

10 unchanged sentences

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

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

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 .

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

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 election.

Company has agreed to reduce temporarily, and the Investor has consented to reducing temporarily, the contractual conversion price under

the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note to equal to 82.5 % of the two lowest VWAPs during

the last 10 trading days preceding the date of conversion, subject to a conversion floor price of $ 1.00 , during the period from April

23, 2024 through May 7, 2024 (which period has been extended to August 6, 2024);

provided that the aggregate amount of conversions under

the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note during such period may not exceed $ 2,000 .

Company is subject to financial covenants requiring:

6 unchanged sentences

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

to time from and after June 1, 2023 through August 14, 2023, the Company was not in compliance with the Financial Tests.

14, 2023, the Investor agreed to waive any such non-compliance during such time period and thereafter through November 30, 2023.

the nine months ended September 30, 2023, approximately $ 5,102

to time from and after December 1, 2023 through March 12, 2024, the Company was not in compliance with the Financial Tests.

12, 2024, the Investor agreed to waive any such non-compliance during such time period and thereafter through August 31, 2024.

the three months ended March 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 in cash (or in such other form as may be mutually agreed in writing) by April 25, 2024, which

has been extended to June 15, 2024.

The covenant waiver and maturity extension fee was recognized as debt modification expense on the

Company’s unaudited condensed consolidated statement of operations, and currently included in accrued expenses and other current

liabilities on the Company’s unaudited condensed consolidated balance sheets as of March 31, 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 issuances.

the three month period ended March 31, 2024, approximately $ 280

of principal repayments along with approximately $ 24

of interest expense thereon, were settled through

the issuance of 20,383,445

shares of common stock of the Company, with such

shares having a fair value of approximately $ 8,408

(with such fair value measured as the respective

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

The conversions resulted in a debt extinguishment loss of $ 1,738

in the three and nine months ended September

of interest expense thereon, were settled through the issuance of 112,461

shares of common stock of the Company, with such shares having a fair value of approximately $ 307

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

addition the Company paid $ 198

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 unaudited condensed consolidated statements of operations.

conversions and cash paid resulted in a debt extinguishment loss of $ 202

in the three month period ended March 31, 2024.

Subsequent to March 31, 2024, as of May 9, 2024, approximately $ 280 of principal repayments along with approximately

$ 24 of interest expense thereon, was settled through the issuance of 112,597 shares of common stock of the Company, with such shares having

a fair value of approximately $ 260 , and cash payment related to floor acceleration payment of $ 199 (with such fair value measured as the

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

10 — Debt - continued

Diagnostics - Senior Secured Convertible Note

3 unchanged sentences

The debt was issued in a registered direct offering under

the Lucid’s effective shelf registration statement.

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

7 unchanged sentences

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

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

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.

Lucid paid in cash interest expense of $ 148 and $ 391 for the three and nine

months ended September 30, 2023.

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

March 31, 2023.

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

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

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

and on the March 21, 2025 maturity date, Lucid is required

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

19 unchanged sentences

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

the nine months ended September 30, 2023, approximately $ 92

of principal repayments along with approximately

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 three and nine months ended September

the three and nine months ended September 30, 2023, the Company recognized debt extinguishment losses in total of approximately $ 1,764

and $ 3,032 , in connection with issuing common stock for principal repayments on convertible debt mentioned above.

During the three and

nine months ended September 30, 2022, the Company recognized debt extinguishment losses in total of approximately $ 5,123 , in connection

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

As of March 31, 2024, 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 three month period ended March 31, 2024, approximately $ 83 of principal repayments along with approximately $ 436 of interest expense

thereon, were settled through the issuance of 543,298 shares of common stock of Lucid, with such shares having a fair value of approximately

$ 686 (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 $ 167 in the three month period ended March 31, 2024.

Subsequent to March 31, 2024, as of May

9, 2024, approximately $ 612 of principal repayments along with approximately $ 110 of interest expense thereon, was settled

through the issuance of 1,139,851 shares of common stock of Lucid, with such shares having a fair value of approximately $ 1,037 (with such

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

the three month periods ended March 31, 2024 and 2023, the Company recognized debt extinguishment losses in total of approximately $ 369

and $ 525 , respectively, in connection with issuing common stock for principal repayments on convertible debt mentioned above.

Note 9, Financial Instruments Fair Value Measurements , for a further discussion of fair value assumptions.

7 unchanged sentences

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

total of 21,052,807 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 1,570,086 shares

available for grant as of September 30, 2023.

total of 1,835,970 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 68,495 shares available

for grant as of March 31, 2024.

The share reservation is not diminished by a total of 66,720 PAVmed Inc.

stock options

and restricted stock awards granted outside the PAVmed 2014 Equity Plan as of September 30, 2023.

In January 2023, the number of shares

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

stock options and restricted

stock awards granted outside the PAVmed 2014 Equity Plan as of March 31, 2024.

In January 2024, the number of shares available for grant

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

11 — Stock-Based Compensation - continued

5 unchanged sentences

Contractual Term (Years)

stock options at December 31, 2022

( 1,944,170 )

stock options at September 30, 2023 (3)

Vested and exercisable stock options at

September 30, 2023

Outstanding stock

options at December 31, 2023

stock options at March 31, 2024 (3)

and exercisable stock options at March 31, 2024

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

2 unchanged sentences

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

stock on each of September 30, 2023 and December 31, 2022 and the exercise price of the underlying

stock on each of March 31, 2024 and December 31, 2023 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 60,054 stock options

granted outside the PAVmed 2014 Equity Plan, as of September 30, 2023 and December 31, 2022.

Subsequent to September 30, 2023,

on November 7, 2023, the company granted to employees 775,000 stock options under the PAVmed Inc 2014 Equity Plan with a weighted average

exercise price of $ 0.28 for which will generally vest one-third after one year then ratably over the next eight quarters.

granted outside the PAVmed 2014 Equity Plan, as of March 31, 2024 and December 31, 2023.

February 22, 2024, the Company granted 59,500 stock options under the PAVmed Inc 2014 Equity Plan with a weighted average exercise price

Each such option will vest one-third after one year then ratably over the next eight quarters.

In 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.

The vesting 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

1 unchanged sentence

Schedule of Restricted Stock Award Activity

of Restricted Stock Awards

Average Grant Date Fair Value

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

restricted stock awards as of September 30, 2023

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

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

These 100,000

restricted stock awards were fully vested during the period ended September 30, 2023.

Number of Restricted

Weighted Average

Grant Date Fair Value

Unvested restricted stock awards

as of December 31, 2023

Unvested restricted stock

awards as of March 31, 2024

11 — Stock-Based Compensation - continued

Diagnostics Inc.

10 unchanged sentences

total of 14,324,038 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan,

with 3,929,301 shares available for grant as of September 30, 2023.

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

options and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of September 30, 2023.

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

12 — Stock-Based Compensation - continued

with 2,680,508 shares available for grant as of March 31, 2024.

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

and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of March 31, 2024.

In January 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

4 unchanged sentences

Contractual Term (Years)

stock options at December 31, 2022

stock options at September 30, 2023 (3)

and exercisable stock options at September 30, 2023

Outstanding stock

options at December 31, 2023

stock options at March 31, 2024 (3)

and exercisable stock options at March 31, 2024

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

2 unchanged sentences

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

common stock on each of September 30, 2023 and December 31, 2022 and the exercise price of

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

than the exercise price.

common stock on each of March 31, 2024 and December 31, 2023 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 September 30, 2023 and December

to September 30, 2023, on November 6, 2023, the company granted to employees 500,000 stock options under the Lucid Diagnostics

Inc 2018 Equity Plan with a weighted average exercise price of $ 1.29 for which will generally vest

one-third after one year then ratably over the next eight quarters.

granted outside the Lucid Diagnostics 2018 Equity Plan, as of March 31, 2024 and December

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 .

Each option will vest one-third after one year then ratably over the next eight quarters.

11 — Stock-Based Compensation - continued

Diagnostics Restricted Stock Awards

2 unchanged sentences

Schedule of Restricted Stock Award Activity

of Restricted Stock Awards

Average Grant Date Fair Value

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

restricted stock awards as of September 30, 2023

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

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

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

Subsequent to September 30, 2023,

on November 6, 2023, 550,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted

stock awards vesting one third each year for the next three years with the final vesting date on November 6, 2026 , and an aggregate grant

date fair value of approximately $ 0.7 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.

Number of Restricted

Weighted Average

Grant Date Fair Value

Unvested restricted stock awards

as of December 31, 2023

Unvested restricted stock

awards as of March 31, 2024

to March 31, 2024, in May 2024, a total of 1,600,000

restricted stock awards were granted to management

under the Lucid Diagnostics 2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 1.5

million, which was measured using the respective

grant date quoted closing price per share of Lucid Diagnostics 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.

The vesting of the restricted

stock awards vest on a single vest date of May 20, 2026.

The restricted stock awards are subject to forfeiture if the requisite service

period is not completed.

Stock-Based Compensation Expense

3 unchanged sentences

of Stock-Based Compensation Expense

and marketing expenses

and administrative expenses

Cost of revenue

Sales and marketing expenses

General and administrative

and development expenses

5 unchanged sentences

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

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

Related Party Transactions );

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

under the Lucid Diagnostics 2018 Equity Plan.

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

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

for the periods indicated, was as follows:

of 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

Months Ended September 30,

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

Lucid Diagnostics

2018 Equity Plan – cost of revenue

2014 Equity Plan - sales and marketing

2014 Equity Plan - general and administrative

Lucid Diagnostics 2018 Equity

Plan – sales and marketing

Lucid Diagnostics 2018 Equity

Plan – general and administrative

Lucid Diagnostics 2018 Equity

Plan – research and development

PAVmed 2014 Equity Plan -

cost of revenue

PAVmed 2014 Equity Plan -

sales and marketing

PAVmed 2014 Equity Plan -

general and administrative

2014 Equity Plan - research and development

5 unchanged sentences

Schedule of Unrecognized Compensation Expense

Average Remaining Service Period (Years)

2014 Equity Plan

Diagnostics 2018 Equity Plan

Weighted Average Remaining Service

Period (Years)

PAVmed 2014 Equity Plan

Stock Options

Restricted Stock Awards

Lucid Diagnostics 2018 Equity

Stock Options

Restricted Stock Awards

11 — Stock-Based Compensation - continued

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

estimated fair value of such stock options of $ 0.35 per share and $ 1.08 per share during the periods ended September 30, 2023 and 2022,

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

estimated fair value of such stock options of $ 1.46 per share and $ 5.25 per share during the three month periods ended March 31, 2024

and 2023, 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

Months Ended September 30,

term of stock options (in years)

stock price volatility

free interest rate

dividend yield

12 — Stock-Based Compensation - continued

Three Months Ended March 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 2018 Equity Plan was based on a weighted

average estimated fair value of such stock options of $ 0.88 per share and $ 1.61 per share during the periods ended September 30, 2023

average estimated fair value of such stock options of $ 0.84 per share and $ 0.87 per share during the three month periods ended March

31, 2024 and 2023, 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

Months Ended September 30,

term of stock options (in years)

stock price volatility

free interest rate

dividend yield

Three Months Ended March 31,

Expected term of stock options (in years)

Expected stock price volatility

Risk free interest rate

Expected dividend yield

Employee Stock Purchase Plan (“PAVmed ESPP”)

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

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

A total of 304,001 shares and 191,698 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.

The March 31, 2023 purchase was partially settled through the redeployment of 188,846 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 2,000,000 shares of common stock

of PAVmed of which 112,913 shares are available for issue as of September 30, 2023.

In January 2023, the number of shares available-for-issue

was increased by 250,000 in accordance with the evergreen provisions of the plan.

total of 34,332 shares and 38,216 shares of common stock of the Company were purchased for proceeds of approximately $ 62 and $ 182 , on

March 31, 2024 and 2023, respectively, under the PAVmed ESPP.

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

of 12,590 shares of treasury stock.

The PAVmed ESPP has a total reserve of 300,001 shares of common stock of PAVmed of which 139,863

shares are available for issue as of March 31, 2024.

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 and 84,030 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately

$ 275 and $ 109 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 September 30, 2023.

In January 2023, the number

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

total of 511,884 shares and 231,987 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 353 and

$ 276 on March 31, 2024 and 2023, respectively, under the Lucid ESPP.

The Lucid ESPP has a total reserve of 1,500,000 shares of common

stock of Lucid Diagnostics of which 395,886 shares are available for issue as of March 31, 2024.

In January 2024, the Lucid board authorized

an increase in the number of shares available for issue by 500,000 .

12 — Preferred Stock

of September 30, 2023 and December 31, 2022, there were 1,279,601 and 1,205,759 shares of PAVmed Series B Convertible Preferred Stock,

classified in permanent equity, issued and outstanding, respectively.

B Convertible Preferred Stock Dividends

of March 31, 2024 and December 31, 2023, there were 1,331,336 and 1,305,213 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 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.

The Series B 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

3 unchanged sentences

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

B Convertible Preferred Stock Dividends Earned

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 unaudited condensed consolidated statement

of operations, inclusive of $ 77 and $ 226 of such dividends earned in the three and nine months ended September 30, 2023, respectively;

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

B Convertible Preferred Stock Dividends Declared

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

of an aggregate of $ 221 , inclusive of $ 72 earned as of December 31, 2022;

and $ 74 earned as of March 31, 2023;

and $ 75 earned as of June

with such dividends settled by the issue of an aggregate 73,842 additional shares of Series B Convertible Preferred Stock,

inclusive of 24,128 shares issued with respect to the dividends earned as of December 31, 2022;

and 24,610 shares issued with respect

to the dividends earned as of March 31, 2023;

and 25,104 shares issued with respect to the dividends earned as of June 30, 2023.

13 — Preferred Stock - continued

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

of an aggregate of $ 205 , inclusive of:

$ 67 earned as of December 31, 2021;

and $ 68 earned as of March 31, 2022;

and $ 70 earned as of

June 30, 2022;

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

inclusive of 22,291 shares issued with respect to the dividends earned as of December 31, 2021;

and 22,740 shares issued with respect

to the dividends earned as of March 31, 2022;

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

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

earned as of September 30, 2023, of $ 77 , to be settled by the issue of 25,612 additional shares of Series B Convertible Preferred Stock.

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

by the Company’s board of directors.

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

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

the dividends payable as of each such date.

of operations, inclusive of $ 80 of such dividends earned in the three month period ended March 31, 2024;

and $ 74 of such dividends earned

in the three month period ended March 31, 2023.

Series B Convertible Preferred Stock Dividends Declared

the three month period ended March 31, 2024, the Company’s board of directors declared approximately $ 78 of Series B Convertible

Preferred Stock dividends, earned as of December 31, 2023, with such dividends settled by the issue of an additional 26,123 shares of

Series B Convertible Preferred Stock.

the three month period ended March 31, 2023, the Company’s board of directors declared approximately $ 72 of Series B Convertible

Preferred Stock dividends, earned as of December 31, 2022, with such dividends settled by the issue of an additional 24,128 shares of

Series B Convertible Preferred Stock.

to March 31, 2024, in May 2024, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend,

earned as of March 31, 2024, of $ 80 , to be settled by the issue of 26,640 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 unaudited condensed consolidated balance sheet were not recognized as a dividend payable liability as the

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

13 — Common Stock and Common Stock Purchase Warrants

December 29, 2022, the Company received

a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business days (through December

28, 2022), the closing bid price of the Company’s common stock had been below the minimum of $1 per share required for continued

listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

The notification letter stated that the Company would be afforded

180 calendar days (until June 27, 2023) to regain compliance.

On June 28, 2023, the Company received a second notice from the Listing

Qualifications Department of Nasdaq granting the Company a 180-day extension (or until December 26, 2023) to regain compliance with the

minimum bid price requirement.

In order to regain compliance, the closing bid price of the Company’s common stock must be at least

$1 for a minimum of ten consecutive business days .

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

to amend the Company’s Certificate

of Incorporation, to effect, at any time prior to the one-year anniversary date of the Special Meeting, (i) a reverse split of the Company’s

outstanding shares of common stock at a specific ratio, ranging from 1-for-5 to 1-for-15, to be determined by the board of directors

of the Company in its sole discretion, and (ii) an associated reduction in the number of shares of common stock the Company is authorized

to issue, from 250,000,000 shares to 50,000,000 shares.

If the Company’s board of directors authorizes the Company to consummate

the reverse stock split, the Company anticipates it will regain compliance with the Nasdaq requirements for continued listing through such transaction.

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

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

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

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

The issued shares of common stock are nonrefundable.

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

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

consolidated statement of operations for the three and nine months ended September 30, 2023.

See Note 10, Financial Instruments Fair

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

consideration obligation.

the nine months ended September 30, 2023 a total of 877,230 shares of common stock of the Company were issued under the PAVmed ESPP.

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

the nine months ended September 30, 2023, 20,383,445 shares of the Company’s common stock were issued upon conversion, at the election

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.

the three months ended March 31, 2024 a total of 34,332 shares of common stock of the Company were issued under the PAVmed ESPP.

Note 11, Stock-Based Compensation , for a discussion of each of the PAVmed 2014 Equity Plan and the PAVmed ESPP.

the three months ended March 31, 2024, 112,461 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 $ 280 face value principal

repayments, as discussed in Note 10, Debt .

the nine months ended September 30, 2023, the Company sold 2,330,747 shares through their at-the-market equity facility for net proceeds

of approximately $ 1,165 , after payment of 3 % commissions.

the three months ended March 31, 2024, the Company sold 133,299 shares through their at-the-market equity facility for net proceeds of

approximately $ 495 , after payment of 3 % commissions.

Distribution of Lucid Diagnostics Common Stock to Shareholders

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.

Company’s distribution of Lucid common stock to PAVmed stockholders, 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 on the distribution date) to $ 23.48

Stock Purchase Warrants

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

The Series Z Warrants are exercisable

to purchase one share of common stock of the Company at an exercise price of $ 1.60 per share, and expire April 30, 2024 .

of March 31, 2024 and December 31, 2023, Series Z Warrants outstanding totaled 11,937,450

representing the right to purchase 795,830

shares of the Company’s common stock.

Series Z Warrants are now exercisable to purchase one whole share of common stock of the Company at an exercise price of $ 23.48

post reverse-split, decreased by $ 0.52

due to distribution of Lucid common stock to

PAVmed stockholders, discussed further above).

There were no

Series Z Warrants exercised during the nine months ended September 30, 2023.

Series Z Warrants exercised during the three

months ended March 31, 2024.

14 — Noncontrolling Interest

2 unchanged sentences

Schedule of Noncontrolling Interest of Stockholders' Equity

equity – December 31, 2022

loss attributable to NCI

of subsidiary equity transactions

Diagnostics Inc.

proceeds from issuance of preferred stock

Diagnostics Inc.

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

Diagnostics Inc.

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

Diagnostics Inc.

issuance of common stock for settlement of vendor service agreement

Diagnostics Inc.

Employee Stock Purchase Plan Purchase

of Lucid Diagnostics Inc.

common stock for Senior Secured Convertible Debt

compensation expense - Lucid Diagnostics Inc.

2018 Equity Plan

compensation expense - Veris Health Inc.

2021 Equity Plan

– equity – September 30, 2023

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

total stockholders’ equity as of September 30, 2023 and December 31, 2022;

and the recognition of a net loss attributable to the

NCI in the unaudited condensed consolidated statement of operations for the periods beginning on the acquisition date of the respective

majority-owned subsidiaries.

of September 30, 2023, there were 42,329,864 shares of common stock of Lucid Diagnostics issued and outstanding, of which, PAVmed holds

31,302,420 shares, representing a majority ownership equity interest and PAVmed has a controlling financial interest in Lucid Diagnostics,

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

March 31, 2024

NCI – equity - December 31, 2023

Net loss attributable to NCI

Impact of subsidiary equity transactions

Lucid Diagnostics proceeds from issuance of preferred stock Series A-1

Lucid Diagnostics exchange of preferred stock Series A and Series A-1

Lucid Diagnostics proceeds from issuance of preferred stock Series B

Lucid Diagnostics deemed dividend on preferred stock

Lucid Diagnostics 2018 Equity Plan stock option exercise

Lucid Diagnostics Employee Stock Purchase Plan Purchase

Conversion of Lucid Diagnostics common stock for Senior Secured Convertible Debt

Stock-based compensation expense - Lucid Diagnostics 2018 Equity Plan

Stock-based compensation expense - Veris Health 2021 Equity Plan

NCI – equity - March 31, 2024

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

consolidated total stockholders’ equity as of March 31, 2024 and December 31, 2023;

and the recognition of a net loss

attributable to the NCI in the unaudited condensed consolidated statement of operations for the periods beginning on the acquisition

date of the respective majority-owned subsidiaries.

of March 31, 2024, there were 46,747,062

shares of common stock of Lucid Diagnostics issued and outstanding, of which, PAVmed held 31,302,444

shares, representing a majority ownership equity interest and PAVmed has a controlling financial interest through its majority

voting interest by means of ownership and an irrevocable proxy in Lucid Diagnostics, and accordingly, Lucid Diagnostics is a

consolidated majority-owned subsidiary of PAVmed.

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.

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

9 unchanged sentences

aggregate gross proceeds from the sale of shares in such offering were $ 13.625 million.

November 2022, Lucid Diagnostics entered into an “at-the-market offering” for up to $ 6.5 million of its common stock that

may be offered and sold under a Controlled Equity Offering Agreement between Lucid Diagnostics and Cantor Fitzgerald & Co.

nine months ended September 30, 2023, Lucid Diagnostics sold 230,068 shares through their at-the-market equity facility for net proceeds

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

No shares were sold through Lucid’s at-the-market equity facility

during the three months ended September 30, 2023.

to September 30, 2023, on 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.

of September 30, 2023, there were 8,000,000 shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an 80.44 %

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

by an unrelated third-party.

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

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

unaudited condensed consolidated balance sheets.

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.

March 13, 2024, Lucid issued 44,285 shares of newly designated Lucid Series B Convertible Preferred Stock (the “Lucid Series B

Preferred Stock”).

The terms 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.

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.

14 — Noncontrolling Interest - continued

to March 31, 2024, on May 6, 2024, Lucid issued approximately 11,634

shares of newly designated Lucid Series B-1 Convertible Preferred Stock (the “Lucid Series B-1 Preferred Stock”).

terms of the Lucid Series B-1 Preferred Stock are substantially identical to the terms of the Lucid Series B Preferred Stock, except

that the Lucid Series B-1 Preferred Stock has a conversion price of $ 0.7228 .

The aggregate gross proceeds from the sale of shares in such offering were $ 11.6

Dividend on Series A and Series A-1 Convertible Preferred Stock Exchange Offer

fair value of the consideration given in the form of the issue of 44,285 shares of Series B Convertible Preferred Stock, with such fair

value recognized as the carrying value of such issued shares of Series B Convertible Preferred Stock, as compared to both the newly issued

Series B Convertible Preferred Stock (fair value of $ 12,495 ) and the carrying value of the extinguished Series A and Series A-1 Convertible

Preferred Stock (carrying value of $ 24,295 ), resulting in an excess of fair value of $ 7.5 million recognized as a deemed dividend charged

to accumulated deficit in the unaudited condensed consolidated balance sheet on March 13, 2024, with such deemed dividend included as

a component of net loss attributable to common stockholders, summarized as follows:

of Net Loss Attributable to Common Stockholders

Series B Convertible Preferred Stock Issuance and Series A/A-1 Exchange Offer

March 13, 2024

Fair Value - 44,285 shares of Series B Preferred Stock issued

Fair value related to newly issued Series B Preferred Stock (of 12,495 shares)

Carrying value related to Series A and Series A-1 Preferred Stock Exchanged for Series B Preferred Stock (of 24,295 shares)

Deemed Dividend Charged to Accumulated Deficit

15 — Net Loss Per Share

4 unchanged sentences

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

loss - before noncontrolling interest

loss attributable to noncontrolling interest

loss - as reported, attributable to PAVmed Inc.

B Convertible Preferred Stock dividends – earned

loss attributable to PAVmed Inc.

Three Months Ended

Net loss - before noncontrolling interest

Net loss attributable to noncontrolling interest

Net loss - as reported, attributable to PAVmed Inc.

Series B Convertible Preferred Stock dividends – earned

Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests

Net loss attributable to PAVmed Inc.

common stockholders

average common shares outstanding, basic and diluted

loss per share

loss - as reported, attributable to PAVmed Inc.

loss attributable to PAVmed Inc.

Weighted average common shares outstanding, basic and diluted

Net loss per share (1)

Basic and diluted

Net 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 common stockholders for each respective period presented.

Notwithstanding, the Series

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

board of directors.

weighted-average number of shares of common stock outstanding for the periods ended September 30, 2023 and 2022 include the shares of

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

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.

15 — Net Loss Per Share - continued

weighted-average number of shares of common stock outstanding for the three month periods ended March 31, 2024 and 2023 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

1 unchanged sentence

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

options and restricted stock awards

B Convertible Preferred Stock

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

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

These 100,000 restricted stock awards were

fully vested during the period ended September 30, 2023.

Stock options and restricted stock awards

Series Z Warrants

Series B Convertible Preferred Stock

total stock options and restricted stock awards are inclusive of 60,054 and 33,391 stock options as of March 31, 2024 and 2023, respectively;

granted outside the PAVmed 2014 Equity Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements