What changed in this filing

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Item 1. Financial Statements

2024-08-12 compared with 2024-05-13 · 563 added, 565 removed, 609 unchanged (65% of the section changed)

2 unchanged sentences

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

March 31, 2024

December 31, 2023

expenses, deposits, and other current assets

current assets

Accounts receivable

Prepaid expenses, deposits, and other current assets

Total current assets

Fixed assets, net

Operating lease right-of-use assets

Intangible assets, net

Liabilities, Preferred Stock and Stockholders’ Equity

lease right-of-use assets

Preferred Stock and Stockholders’ Equity

expenses and other current liabilities

lease liabilities, current portion

Secured Convertible Notes - at fair value

current liabilities

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Senior Secured Convertible Notes - at fair value

Total current liabilities

Operating lease liabilities, less current portion

Total liabilities

Commitments and contingencies (Note 8)

Stockholders’ Equity:

Preferred stock, $ 0.001 par value.

lease liabilities, less current portion

and contingencies (Note 8)

Stockholders’

stock, $ 0.001 par value.

Authorized, 20,000,000 shares;

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.

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

1,357,976 at June 30, 2024 and 1,305,213 shares at December 31, 2023

stock, $ 0.001 par value.

Authorized, 50,000,000 shares;

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.

9,554,381 and 8,578,505 shares outstanding as of June 30, 2024 and December

31, 2023, respectively

paid-in capital

Stockholders’ Equity (Deficit)

Noncontrolling interests

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

Noncontrolling

Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity (Deficit)

accompanying notes to the unaudited condensed consolidated financial statements.

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

Operating expenses:

Cost of revenue

Sales and marketing

General and administrative

Amortization of acquired intangible

and marketing

and administrative

of acquired intangible assets

and development

operating expenses

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

income (expense):

in fair value - Senior Secured Convertible Notes

on issue and offering costs - Senior Secured Convertible Note

extinguishments loss - Senior Secured Convertible Notes

modification expense

in fair value - derivative liability

on sale of intellectual property

income (expense), net

Loss before provision for

before provision for income tax

for income taxes

Net loss before noncontrolling

loss before noncontrolling interests

loss attributable to the noncontrolling interests

Net loss attributable to PAVmed

Series B Convertible

Preferred Stock dividends earned

loss attributable to PAVmed Inc.

Series B Convertible Preferred Stock dividends earned

Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests

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common stockholders

Per share information:

share information:

loss per share attributable to PAVmed Inc.

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CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED March 31, 2024

the THREE MONTHS ENDED June 30, 2024

thousands except number of shares and per share data)

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

- March 31, 2024

$ ( 309,723 ) -

declared - Series B Convertible Preferred Stock

common stock - PAVM ATM Facility

- restricted stock awards

- Senior Secured Convertible Note

- subsidiary common stock - Senior Secured Convertible Note

of subsidiary equity transactions

- vendor service agreement

- subsidiary preferred stock (Series B-1)

compensation - PAVmed Inc.

compensation - subsidiary

- June 30, 2024

$ ( 320,630 ) -

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2024

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

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B Convertible Preferred Stock

Balance - December 31, 2023

- December 31, 2023

$ ( 294,433 ) -

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

declared - Series B Convertible Preferred Stock

common stock - PAVM ATM Facility

- restricted stock awards

- Senior Secured Convertible Note

- subsidiary common stock - Senior Secured Convertible Note

- stock options of subsidiary

- Employee Stock Purchase Plan

- subsidiary common stock - Employee Stock Purchase Plan

of subsidiary equity transactions

- vendor service agreement

- subsidiary preferred stock (Series A-1)

- subsidiary preferred stock (Series A and Series A-1)

- subsidiary preferred stock (Series B and Series B-1)

deemed dividends on preferred stock attributable to noncontrolling interests

compensation - PAVmed Inc.

compensation - subsidiaries

- June 30, 2024

$ ( 320,630 ) -

accompanying notes to the unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED June 30, 2023

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

- March 31, 2023

$ ( 246,172 )

declared - Series B Convertible Preferred Stock

common stock - PAVM ATM Facility

- Senior Secured Convertible Note

of subsidiary equity transactions

- vendor service agreement

compensation - PAVmed Inc.

compensation - subsidiary

- June 30, 2023

$ ( 260,783 )

accompanying notes to the condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED March 31, 2023

the SIX MONTHS ENDED June 30, 2023

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

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B Convertible Preferred Stock

Additional Paid-In

Non controlling

Balance - December 31, 2022

- December 31, 2022

$ ( 228,169 )

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

declared - Series B Convertible Preferred Stock

common stock - PAVM ATM Facility

- restricted stock awards

- Senior Secured Convertible Note

- Employee Stock Purchase Plan

- subsidiary common stock - Employee Stock Purchase Plan

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

of subsidiary equity transactions

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

- vendor service agreement

- subsidiary preferred stock (Series A)

compensation - PAVmed Inc.

compensation - subsidiaries

- June 30, 2023

$ ( 260,783 )

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

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

Months Ended June 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 subsidiary - termination payment

of common stock payment for 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

expenses and other current liabilities

cash flows used in operating activities

from investing activities

Purchase of equipment

flows from investing activities

from sale of intellectual property

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

flows from financing activities

– issue of preferred stock - subsidiary

– issue of Senior Secured Convertible Note

– Senior Secured Convertible Note – acceleration floor payments

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

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

Proceeds – issue common

stock – Employee Stock Purchase Plan

Proceeds – majority-owned

– issue common stock – Employee Stock Purchase Plan

– subsidiary common stock – Employee Stock Purchase Plan

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

– exercise of stock options issued under equity plan of subsidiary

cash flows provided by financing activities

Net increase (decrease) in

Cash, beginning of period

Cash, end of period

increase (decrease) in cash

beginning of period

end of period

accompanying notes to the unaudited condensed consolidated financial statements.

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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.

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.

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

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.

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and development activities and conducting clinical trials.

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.

The Company generated $ 1.0 million and $ 2.0 million of revenues for the three

and six month periods ended June 30, 2024, respectively, 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 $ 33.7 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

in operating activities of approximately $ 24.8 million for the six month period ended June 30, 2024.

As of June 30, 2024, the Company

had negative working capital of approximately $ 23.2 million, with such working capital inclusive of the Senior Secured Convertible Notes

classified as a current liability of an aggregate of approximately $ 44.0 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.

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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of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned

and majority-owned subsidiaries.

subsidiaries, majority-owned subsidiaries and Lucid Diagnostics.

All intercompany transactions and balances have been eliminated in consolidation.

The Company holds

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

Lucid Diagnostics and Veris Health, with the corresponding

noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition

in the unaudited condensed consolidated statement of operations of a net loss attributable to the noncontrolling interest based on the

respective minority-interest equity ownership of each majority-owned subsidiary.

See Note 14, Noncontrolling Interest , for a discussion

of each of the majority-owned subsidiaries noted above.

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

of assessing performance and making operating decisions.

The Company has a controlling financial interest in each of:

Lucid Diagnostics and Veris Health, with the corresponding noncontrolling

interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the unaudited

condensed consolidated statement of operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest

equity ownership of each subsidiary.

See Note 14, Noncontrolling Interest , for a discussion of each of the subsidiaries noted

The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating

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

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

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.

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

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

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

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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 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.

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.

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.

3 — Summary of Significant Accounting Policies - continued

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Alternatively,

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).

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, including the component related to accrued interest, 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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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.

The amendments in ASU 2023-09 provide

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

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

Early adoption is permitted.

Company does not expect the standard to have a significant impact on its unaudited condensed 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.

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

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 unaudited condensed consolidated financial statements.

October 2023, the FASB issued ASU No.

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Early adoption is prohibited.

The Company is currently evaluating the impact this update will have on its consolidated

The Company is currently evaluating the impact this update will have on its unaudited condensed consolidated

financial statements and disclosures.

4 — Revenue from Contracts with Customers

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.

the three and six month periods ended June 30, 2024, the Company recognized total revenue of $ 979 and $ 1,989 , respectively, primarily

resulting from the delivery of patient EsoGuard test results.

Revenue recognized from customer contracts deemed to include a variable

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

The Company’s revenue for

the three and six month periods ended June 30, 2023 was $ 166 and $ 612 , respectively, 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 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.

the three and six month periods ended June 30, 2024, the cost of revenue was $ 1,666 and $ 3,411 , respectively, primarily related to costs

for our laboratory operations and EsoCheck device supplies.

The Company’s cost of revenue for the three and six month periods ended

June 30, 2023 was $ 1,685 and $ 3,030 , respectively, primarily related to costs for our laboratory operations and EsoCheck device supplies.

5 — Prepaid Expenses, Deposits, and Other Current Assets

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of Prepaid Expenses and Other Current Assets

Advanced payments

to service providers and suppliers

Prepaid insurance

payments to service providers and suppliers

prepaid expenses, deposits and other current assets

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

the six months ended June 30, 2024, the Company entered into additional lease agreements that have commenced and are classified as operating

leases, including in June 2024, Lucid exercised a renewal option to extend the lease term on its central laboratory in California for

an additional three years through December 31, 2027.

The aggregate (undiscounted) rent payments are approximately $ 2.6 million over the

extended lease term .

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

of Future Minimum Lease Payments for Operating Leases

(remainder of year)

Total lease payments

lease payments

imputed interest

Present value of lease liabilities

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:

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,

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

Months Ended June 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 June 30, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases were $ 5,771 and $ 4,267 , respectively,

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

As of March 31, 2024

As of June 30, 2024

and December 31, 2023, the Company had outstanding operating lease obligations of $ 6,034 and $ 4,525 , respectively, of which $ 1,369 and

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of Intangible Assets, Less Accumulated Amortization

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

licenses and certifications and laboratory information management software

Intangible assets

Accumulated Amortization

expense of the intangible assets discussed above was $ 105 and $ 505 for the three month periods ended June 30, 2024 and 2023, respectively,

and $ 477 and $ 1,010 for the six month periods ended June 30, 2024 and 2023, respectively, and is included in amortization of acquired

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

As of June 30, 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:

of Estimated Amortization Expense for Intangible Assets

(remainder of year)

16 unchanged sentences

Value Measurement on a Recurring Basis at Reporting Date Using 1

March 31, 2024

Senior Secured

Convertible Note - April 2022

Senior Secured Convertible

Note - September 2022

Secured Convertible Note - April 2022

Secured Convertible Note - September 2022

Senior Secured Convertible Note - March 2023

December 31, 2023

Senior Secured

Convertible Note - April 2022

Senior Secured Convertible

Note - September 2022

Secured Convertible Note - April 2022

Secured Convertible Note - September 2022

Senior Secured Convertible Note - March 2023

1 There were no transfers

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

between the respective Levels during the six months ended June 30, 2024.

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

16 unchanged sentences

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

Convertible Note as of each of June 30, 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

April 2022 Senior

of Fair Value Assumption Used

Convertible Note:

March 31, 2024

September 2022 Senior

March 31, 2024

June 30, 2024

Convertible Note:

June 30, 2024

March 2023 Senior

Convertible Note:

March 31, 2024

Face value principal payable

Required rate of return

Conversion Price

Value of common stock

Expected term (years)

Risk free rate

Dividend yield

April 2022 Senior

June 30, 2024

value principal payable

rate of return

of common stock

Convertible Note:

December 31, 2023

September 2022 Senior

Convertible Note:

December 31, 2023

2 unchanged sentences

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.

value principal payable

rate of return

of common stock

estimated fair values recognized utilized PAVmed’s 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, as compared to the floor price on conversions, 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

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

Summary of Outstanding Debt

of Outstanding Debt

Maturity Date

2 unchanged sentences

Value Principal Outstanding

April 2022 Senior

Convertible Note

April 4, 2025

September 2022 Senior Convertible

September 8, 2025

2022 Senior Convertible Note

March 2023 Senior Convertible Note

Balance as of March 31, 2024

as of June 30, 2024

Maturity Date

2 unchanged sentences

Value Principal Outstanding

April 2022 Senior

Convertible Note

April 4, 2025

September 2022 Senior Convertible

September 6, 2025

2022 Senior Convertible Note

March 2023 Senior Convertible Note

Balance as of December 31, 2023

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

as of December 31, 2023

changes in the fair value of debt during the three and six month periods ended June 30, 2024 is as follows:

of Changes in Fair Value of Debt

2022 Senior Convertible Note

3 unchanged sentences

Income (expense)

Fair Value - December 31, 2023

Installment repayments –

Non-installment payments –

Value - March 31, 2024

repayments – common stock

Non-installment

payments – common stock

in fair value

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:

Value at June 30, 2024

Income (Expense) - Change in fair value – three month period ended June 30, 2024

2022 Senior Convertible Note

3 unchanged sentences

Income (expense)

Fair Value - December 31, 2022

Face value principal –

Fair value adjustment –

Installment repayments –

Non-installment payments –

Value - December 31, 2023

repayments – common stock

Non-installment

payments – common stock

in fair value

Fair Value at March 31,

Other Income (Expense)

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

Value at June 30, 2024

Income (Expense) - Change in fair value – six month period ended June 30, 2024

10 — Debt - continued

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

2022 Senior Convertible Note

March 2023 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Value - March 31, 2023

repayments – common stock

Non-installment

payments – common stock

in fair value

Value at June 30, 2023

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

2022 Senior Convertible Note

March 2023 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Value - December 31, 2022

Fair Value - Beginning of Period

value principal – issue date

value adjustment – issue date

repayments – common stock

Non-installment

payments – common stock

in fair value

Value at June 30, 2023

Fair Value - Ending of Period

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

- Senior Secured Convertible Notes

19 unchanged sentences

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

10 — Debt - continued

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 .

the last 10 trading days preceding the date of conversion, subject to a conversion floor price of $ 0.40 , during the period from June

30, 2024 through September 3, 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 1 million shares.

Company is subject to financial covenants requiring:

8 unchanged sentences

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.

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).

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 June 30,

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 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 ,

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

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

The notes are also subject to certain provisions

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

the three and six month periods ended June 30, 2024, approximately $ 700

respectively, of principal repayments along with approximately $ 65

respectively, of interest expense thereon, were settled through the issuance of 461,963

and 574,424 ,

respectively, shares of common stock of the Company, with such shares having a fair value of approximately $ 805

and $ 1,113 ,

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

In addition, during the three and six month periods ended June 30, 2024, the Company paid $ 209

respectively, in cash related to acceleration floor payments on these notes related to the conversion price being below the floor price,

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

The conversions

and cash paid resulted in debt extinguishment losses of $ 249

in the three and six month periods ended June

30, 2024, respectively.

Diagnostics - Senior Secured Convertible Note

15 unchanged sentences

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

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

March 31, 2023.

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

month periods ended June 30, 2023, respectively.

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 is required

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

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

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

18 unchanged sentences

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

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.

As of June 30, 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

3 unchanged sentences

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

the three and six month periods ended June 30, 2024, approximately $ 1,125

and $ 1,208 ,

respectively, of principal repayments along with approximately $ 215

respectively, of interest expense thereon, were settled through the issuance of 2,117,833

and 2,661,181 ,

respectively, shares of common stock of Lucid, with such shares having a fair value of approximately $ 1,854

and $ 2,541 ,

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

conversions resulted in debt extinguishment losses of $ 512

in the three and six month periods ended June

30, 2024, respectively.

Subsequent to June 30, 2024, as of August 8, 2024, approximately $ 375

of principal repayments along with approximately

of interest expense thereon, was settled through

the issuance of 747,909

shares of common stock of Lucid, with such shares

having a fair value of approximately $ 619

(with such fair value measured as the respective

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

the three and six month periods ended June 30, 2024, the Company recognized debt extinguishment losses in total of approximately $ 763

and $ 1,132 , respectively, in connection with issuing common stock for principal repayments on convertible debt mentioned above.

the three and six month periods ended June 30, 2023, the Company recognized debt extinguishment losses in total of approximately $ 743

and $ 1,268 , respectively.

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

8 unchanged sentences

total of 1,835,970 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 77,379 shares available

for grant as of March 31, 2024.

for grant as of June 30, 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 March 31, 2024.

stock awards granted outside the PAVmed 2014 Equity Plan as of June 30, 2024.

In January 2024, the number of shares available for grant

3 unchanged sentences

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

Schedule of Summarizes Information About Stock Options

of Stock Options

Average Exercise Price

Contractual Term (Years)

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

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

contractual term from date-of-grant.

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

stock on each of March 31, 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 March 31, 2024 and December 31, 2023.

of Summarizes Information About Stock Options

Stock Options

Exercise Price

stock options at December 31, 2023

stock options at June 30, 2024 (3)

and exercisable stock options at June 30, 2024

options granted under the PAVmed 2014 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably

over the next eight quarters, and have a ten-year contractual term from date-of-grant.

intrinsic value is computed as the difference between the quoted price of the PAVmed common stock on each of June 30, 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

outstanding stock options presented in the table above are inclusive of 60,054 stock options granted outside the PAVmed 2014 Equity

Plan, as of June 30, 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

12 unchanged sentences

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

Schedule of Restricted Stock Award Activity

Number of Restricted

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

of Restricted Stock Award Activity

of Restricted

Average Grant

Date Fair Value

restricted stock awards as of December 31, 2023

restricted stock awards as of June 30, 2024

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

with 768,595 shares available for grant as of June 30, 2024.

The share reservation is not diminished by a total of 523,300 stock options

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

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

11 — Stock-Based Compensation - continued

Diagnostics Stock Options

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

Schedule of Summarizes Information About Stock Options

of Stock Options

Average Exercise Price

Contractual Term (Years)

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

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

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

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

common stock on each of March 31, 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 March 31, 2024 and December

of Summarizes Information About Stock Options

Stock Options

Exercise Price

stock options at December 31, 2023

stock options at June 30, 2024 (3)

and exercisable stock options at June 30, 2024

options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one

year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant.

intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of June 30,

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 523,300 stock options granted outside the Lucid Diagnostics

2018 Equity Plan, as of June 30, 2024 and December 31, 2023.

February 22, 2024 ,

1 unchanged sentence

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

Each option will vest

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

Diagnostics Restricted Stock Awards

1 unchanged sentence

such plan are summarized as follows:

Schedule of Restricted Stock Award Activity

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.

of Restricted Stock Award Activity

of Restricted

Average Grant

Date Fair Value

restricted stock awards as of December 31, 2023

restricted stock awards as of June 30, 2024

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

9 unchanged sentences

of Stock-Based Compensation Expense

Cost of revenue

Sales and marketing expenses

General and administrative

and marketing expenses

and administrative expenses

and development expenses

12 unchanged sentences

of Stock-Based Compensation Expense Recognized by Lucid Diagnostics

Lucid Diagnostics

Diagnostics 2018 Equity Plan – cost of revenue

Diagnostics 2018 Equity Plan – sales and marketing

Diagnostics 2018 Equity Plan – general and administrative

Diagnostics 2018 Equity Plan – research and development

2014 Equity Plan - cost of revenue

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 - sales and marketing

2014 Equity Plan - general and administrative

2014 Equity Plan - research and development

4 unchanged sentences

above, is as follows:

Schedule of Unrecognized Compensation Expense

Weighted Average Remaining Service

Period (Years)

PAVmed 2014 Equity Plan

Stock Options

Restricted Stock Awards

Lucid Diagnostics 2018 Equity

Stock Options

Restricted Stock Awards

of Unrecognized Compensation Expense

Average Remaining Service Period (Years)

2014 Equity Plan

Diagnostics 2018 Equity Plan

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 $ 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:

estimated fair value of such stock options of $ 1.47 per share and $ 5.25 per share during the six month periods ended June 30, 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

Three Months Ended March 31,

Expected term of stock options (in years)

Expected stock price volatility

Risk free interest rate

Expected dividend yield

Months Ended June 30,

term of stock options (in years)

stock price volatility

free interest rate

dividend yield

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

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

average estimated fair value of such stock options of $ 0.80 per share and $ 0.87 per share during the six month periods ended June 30,

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

Three Months Ended March 31,

Expected term of stock options (in years)

Expected stock price volatility

Risk free interest rate

Expected dividend yield

Months Ended June 30,

term of stock options (in years)

stock price volatility

free interest rate

dividend yield

Employee Stock Purchase Plan (“PAVmed ESPP”)

4 unchanged sentences

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.

shares are available for issue as of June 30, 2024.

In January 2024, the number of shares available-for-issue was increased by 166,667

5 unchanged sentences

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.

stock of Lucid Diagnostics of which 395,886 shares are available for issue as of June 30, 2024.

In January 2024, the Lucid board authorized

1 unchanged sentence

12 — Preferred Stock

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

of June 30, 2024 and December 31, 2023, there were 1,357,976 and 1,305,213 shares of PAVmed Series B Convertible Preferred Stock, classified

in permanent equity, issued and outstanding, respectively.

18 unchanged sentences

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

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.

of operations, inclusive of $ 81 and $ 161 of such dividends earned in the three and six month periods ended June 30, 2024, respectively;

and $ 75 and $ 149 of such dividends earned in the three and six month periods ended June 30, 2023, respectively.

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.

the six months ended June 30, 2024, the Company’s board of directors declared an aggregate of approximately $ 158 of Series B Convertible

Preferred Stock dividends, inclusive of $ 78 earned as of December 31, 2023;

and $ 80 earned as of March 31, 2024, with such dividends

settled by the issue of an aggregate 52,763 additional shares of Series B Convertible Preferred Stock, inclusive of 26,123 shares issued

with respect to the dividends earned as of December 31, 2023;

and 26,640 shares issued with respect to the dividends earned as of March

the six months ended June 30, 2023, the Company’s board of directors declared an aggregate of approximately $ 146 of Series B Convertible

Preferred Stock dividends, inclusive of $ 72 earned as of December 31, 2022;

and $ 74 earned as of March 31, 2023, with such dividends

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

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

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

to June 30, 2024, in August 2024, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend,

earned as of June 30, 2024, of $ 81 , to be settled by the issue of 27,173 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

16 unchanged sentences

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 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.

On March 7, 2024, the Company

received a notice from the Nasdaq Listing Qualifications Department stating that, for the preceding 30 consecutive business days (through

March 6, 2024), the market value of the Company’s listed securities (“MVLS”) had been below the minimum of $35 million

required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2).

The notification letter stated that

the Company would be afforded 180 calendar days (until September 3, 2024) to regain compliance.

In order to regain compliance, the Company’s

MVLS must close at $35 million or more for a minimum of ten consecutive business days.

The notification letter also states that in the

event the Company does not regain compliance prior to the expiration of the 180-day period, the Company will receive written notification

that its securities are subject to delisting.

The Nasdaq notification has no effect at this time on the listing of the Company’s

common stock or Series Z warrants, and the stock and warrants will continue to trade uninterrupted under the symbol “PAVM”

and “PAVMZ”, respectively.

Moreover, the Company is actively pursuing strategies that it believes will allow it to regain

compliance with the listing requirements, although there can be no assurance that those strategies will be successful.

the six months ended June 30, 2024 a total of 34,332 shares of common stock of the Company were issued under the PAVmed ESPP.

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

the six months ended June 30, 2024, 574,424 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 $ 980 face value principal repayments,

as discussed in Note 10, Debt .

the six months ended June 30, 2024, the Company sold 333,299

shares through their at-the-market equity facility

for net proceeds of approximately $ 693 ,

after payment of 3 %

Subsequent to June 30, 2024, as of August 8, 2024, the Company sold 288,067

shares through their at-market equity facility

for net proceeds of approximately $ 277

after payment of 3 %

Distribution of Lucid Diagnostics Common Stock to Shareholders

6 unchanged sentences

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

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 per share.

Stock Purchase Warrants

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 three

months ended March 31, 2024.

of June 30, 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.

The Series Z Warrants are now exercisable to purchase one whole share of common stock of the Company

at an exercise price of $ 23.48 ($ 24.00 post reverse-split, decreased by $ 0.52 due to distribution of Lucid common stock to PAVmed stockholders,

discussed further above).

There were no Series Z Warrants exercised during the six months ended June 30, 2024.

14 — Noncontrolling Interest

1 unchanged sentence

the periods indicated as follows:

Schedule of Noncontrolling Interest of Stockholders' Equity

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.

of Noncontrolling Interest of Stockholders' Equity

– equity - December 31, 2023

loss attributable to NCI

of subsidiary equity transactions

Diagnostics proceeds from issuance of preferred stock Series A-1

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

Diagnostics proceeds from issuance of preferred stock Series B and Series B-1

Diagnostics deemed dividend on preferred stock

Lucid Diagnostics issuance of common stock for settlement of vendor service agreement

Diagnostics 2018 Equity Plan stock option exercise

Diagnostics Employee Stock Purchase Plan Purchase

of Lucid Diagnostics common stock for Senior Secured Convertible Debt

compensation expense - Lucid Diagnostics 2018 Equity Plan

compensation expense - Veris Health 2021 Equity Plan

– equity - June 30, 2024

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

stockholders’ equity as of June 30, 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 subsidiaries.

of June 30, 2024, there were 49,344,945 shares of common stock of Lucid Diagnostics issued and outstanding, of which, PAVmed held 31,302,444

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 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

21 unchanged sentences

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).

proceeds of $ 5.67 million (all of which shares were immediately exchanged for shares of Lucid Series B Preferred Stock).

The aggregate

4 unchanged sentences

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

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”).

The 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 million.

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

6 unchanged sentences

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

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

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

Dividend Charged to Accumulated Deficit

15 — Net Loss Per Share

3 unchanged sentences

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

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

of Comparison of Basic and Fully Diluted Net Loss Per Share

Three Months Ended

Six Months Ended

Net loss - before noncontrolling interest

22 unchanged sentences

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

weighted-average number of shares of common stock outstanding for the six month periods ended June 30, 2024 and 2023 include the shares

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

6 unchanged sentences

excluded from the computation of diluted weighted average shares outstanding are as follows:

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

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;

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 60,054 and 33,391 stock options as of June 30, 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