What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-12 compared with 2024-05-13 · 324 added, 238 removed, 261 unchanged (68% of the section changed)

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refer to PAVmed Inc.

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

(“Lucid Diagnostics”

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

(“Veris Health” or “Veris”), (ii)

“FDA” refers to the Food and Drug Administration, (iii) “510(k)” refers to a premarket notification, submitted

to the FDA by a manufacturer pursuant to § 510(k) of the Food, Drug and Cosmetic Act and 21 CFR § 807 subpart E, (iv) “CLIA”

refers to the Clinical Laboratory Improvement Amendments of 1988 and associated regulations set forth in 42 CFR § 493, and (v) “LDT”

refers to a diagnostic test, defined by the FDA as “an IVD that is intended for clinical use and designed, manufactured and used

within a single laboratory,” which is generally subject only to self-certification of analytical validity under the CMS CLIA program.

and its subsidiaries, including its subsidiary Lucid Diagnostics Inc.

(“Lucid Diagnostics” or “Lucid”)

and its majority-owned subsidiary Veris Health Inc.

(“Veris Health” or “Veris”), (ii) “FDA” refers

to the Food and Drug Administration, (iii) “510(k)” refers to a premarket notification, submitted to the FDA by a manufacturer

pursuant to § 510(k) of the Food, Drug and Cosmetic Act and 21 CFR § 807 subpart E, (iv) “CLIA” refers to the Clinical

Laboratory Improvement Amendments of 1988 and associated regulations set forth in 42 CFR § 493, and (v) “LDT” refers

to a diagnostic test, defined by the FDA as “an IVD that is intended for clinical use and designed, manufactured and used within

a single laboratory,” which is generally subject only to self-certification of analytical validity under the CMS CLIA program.

FORWARD-LOOKING

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ability to obtain regulatory approval for the commercialization of our products;

risk that the FDA will cease to exercise enforcement discretion with respect to LDTs, like

risk that the FDA will cease to exercise enforcement discretion with respect to LDTs, like EsoGuard;

ability of our products to achieve market acceptance;

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

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

potential ability to obtain additional financing when and if needed;

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

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

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

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

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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” or “Lucid Diagnostics”).

through a separate majority-owned subsidiary, Veris Health Inc.

(“Veris” or “Veris Health”), we are focused on

entering into strategic partnership opportunities with leading academic oncology systems to expand access to the Veris Platform.

of other existing products and technologies, we have created 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.

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.

subsidiary, Lucid Diagnostics (Nasdaq:

In addition, through a separate

majority-owned subsidiary, Veris Health, 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 created 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.

Part I, Item 1, “Business”, in the Form 10-K for a more detailed summary of the medical device, diagnostics, and digital

health sectors and our key products, including in particular EsoGuard and the Veris Platform, which are currently our two leading products.

Services Agreement/Payroll Benefits and Expense Reimbursement Agreement with Lucid Diagnostics

March 22, 2024, PAVmed and Lucid entered into an eighth amendment to the the management services agreement between PAVmed and Lucid (“MSA”)

to increase the monthly fee thereunder from $0.75 million per month to $0.83 million per month, effective as of January 1, 2024.

amendment also reset the maximum number of shares issuable under the agreement to 19.99% of the shares outstanding as of the date of

the amendment.

January 26, 2024, in accordance with the MSA and the payroll, benefits and expense reimbursement agreement between PAVmed and Lucid (“PBERA”),

PAVmed elected to receive payment of approximately $4.7 million of fees and reimbursements accrued under the MSA and the PBERA through

the issuance of 3,331,771 shares of Lucid’s common stock.

Distribution of Lucid Diagnostics Common Stock to Shareholders

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stock as of the date of the distribution) to $23.48 per share.

Services Agreement/Payroll Benefits and Expense Reimbursement Agreement with Lucid Diagnostics

August 6, 2024, Lucid and the Company entered into a ninth amendment to the management services agreement between Lucid and PAVmed

(“MSA”) to increase the monthly fee thereunder from $0.83 million per month to $1.05 million per month, effective as of July

March 22, 2024, PAVmed and Lucid entered into an eighth amendment to MSA to increase the monthly fee thereunder from $0.75 million per

month to $0.83 million per month, effective as of January 1, 2024.

The amendment also reset the maximum number of shares issuable under

the agreement to 19.99% of the shares outstanding as of the date of the amendment.

January 26, 2024, in accordance with the MSA and the payroll, benefits and expense reimbursement agreement between PAVmed and Lucid (“PBERA”),

PAVmed elected to receive payment of approximately $4.7 million of fees and reimbursements accrued under the MSA and the PBERA through

the issuance of 3,331,771 shares of Lucid’s common stock.

March 7, 2024, the Company received a notice from the Nasdaq Listing Qualifications Department stating that, for the preceding 30 consecutive

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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.

March 21, 2024, the Company announced that it has launched a wholly owned incubator, PMX, to complete development and commercialization

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Cancer Care Platform

April 30, 2024, we announced that Veris and a National Cancer Institute-Designated Comprehensive Cancer Center had executed a memorandum

of understanding to implement a pilot program where cancer patients would be enrolled on the Veris Cancer Care Platform.

FDA Enforcement Discretion

In April 2024, FDA published the final rule under which FDA intends to phase out its general enforcement discretion

approach for LDTs so that IVDs manufactured by a laboratory would generally fall under the same enforcement approach as other IVDs (the

proposed rule was published in October 2023).

In the final rule, FDA has expanded the categories of LDTs that will be eligible for continued

enforcement discretion, which categories include LDTs first marketed prior to May 6, 2024 and LDTs approved by New York State’s

Clinical Laboratory Evaluation Program (NYS CLEP).

As EsoGuard was marketed prior to the cutoff date, and is also NYS CLEP-approved, EsoGuard

will remain under continued enforcement discretion from FDA’s premarket review requirements and quality systems requirements (except

for record-keeping).

As such, there is no immediate impact from the final rule on Lucid’s regulatory strategy.

June 13, 2024, we announced that Veris and a National Cancer Institute-Designated Comprehensive Cancer Center launched a pilot program

and has enrolled the first patients from such center in such program on the Veris Cancer Care Platform.

Enforcement Discretion

April 2024, FDA published the final rule under which FDA intends to phase out its general enforcement discretion approach for LDTs so

that IVDs manufactured by a laboratory would generally fall under the same enforcement approach as other IVDs (the proposed rule was

published in October 2023).

In the final rule, FDA has expanded the categories of LDTs that will be eligible for continued enforcement

discretion, which include LDTs first marketed prior to May 6, 2024 and LDTs approved by New York State’s Clinical Laboratory Evaluation

Program (NYS CLEP).

As EsoGuard was marketed prior to the May 6, 2024, and is also NYS CLEP-approved, EsoGuard remains under continued

enforcement discretion from FDA’s premarket review requirements and quality systems requirements (except for record-keeping).

such, there is no immediate impact from the final rule on EsoGuard’s regulatory strategy.

of Senior Convertible Notes

as of March 12, 2024, the Company entered into an amendment and waiver (the “Note Amendment and Waiver”) with the holder

of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note (each such term as defined below).

to the Note Amendment and Waiver, the maturity date of the April 2022 Senior Convertible Note was extended to April 4, 2025 and the maturity

date of the September 2022 Senior Convertible Note was extended to September 8, 2025, in each case subject to further extension in certain

circumstances.

The holder of the such note also waived, for the period commencing on December 1, 2023 and ending on August 31, 2024,

the financial covenant contained in such notes requiring that the ratio of (a) the outstanding principal amount of the notes, accrued

and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior

ten trading days, not exceed 30%, and that the Company’s market capitalization not be less than $75 million.

In consideration of

the Note Amendment and Waiver, the Company agreed to pay the holder of the notes $2.0 million 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.

our accompanying unaudited condensed consolidated financial statements Note 10, Debt , for further discussion of the senior convertible notes.

of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note (each as defined in “ Liquidity and

Capital Resources ” below).

Pursuant to the Note Amendment and Waiver, the maturity date of the April 2022 Senior

Convertible Note was extended to April 4, 2025 and the maturity date of the September 2022 Senior Convertible Note was extended to

September 8, 2025, in each case subject to further extension in certain circumstances.

The holder of the such note also waived, for

the period commencing on December 1, 2023 and ending on August 31, 2024, the financial covenant contained in such notes requiring

that the ratio of (a) the outstanding principal amount of the notes, accrued and unpaid interest thereon and accrued and unpaid late

charges to (b) the Company’s average market capitalization over the prior ten trading days, not exceed 30%, and that the

Company’s market capitalization not be less than $75 million.

In consideration of the Note Amendment and Waiver, the Company

agreed to pay the holder of the notes $2.0 million in cash (or in such other form as may be mutually agreed in writing), which

currently is included in accrued expenses and other current liabilities on the Company’s unaudited condensed consolidated

balance sheets as of June 30, 2024.

our accompanying unaudited condensed consolidated financial statements Note 10, Debt , for further discussion of the senior convertible

Diagnostics - Preferred Stock Offerings

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exchange agreements (each, a “Lucid Series B Exchange Agreement”) with certain accredited investors (collectively, the

“Lucid Series B Investors”), which agreements provided for (i) the sale to the Series B Investors of 12,495 shares of

Lucid’s newly designated Series B Convertible Preferred Stock, par value $0.001 per share (the “Lucid Series B Preferred

Stock”), at a purchase price of $1,000 per share, and (ii) the exchange by the Lucid Series B Investors of 13,625 shares of

Lucid’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Lucid Series A Preferred Stock”),

and 10,670 shares of Lucid’s Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Lucid Series A-1

Preferred Stock”), held by them for 31,790 shares of Lucid Series B Preferred Stock (collectively, the “Lucid Series B

Offering and Exchange”).

Prior to the execution of the Lucid Series B Subscription Agreements and the Lucid Series B Exchange

Agreements, Lucid entered into subscription agreements with certain of the Lucid Series B Investors providing for the sale to such

investors of 5,670 shares of Lucid Series A-1 Preferred Stock, at a purchase price of $1,000 per share, which shares the investors

immediately agreed to exchange for shares of Lucid Series B Preferred Stock pursuant to the Lucid Series B Exchange Agreements (and

are included in the 10,670 shares of Lucid Series A-1 Preferred Stock set forth above).

Each share of the Lucid Series B Preferred

Stock has a stated value of $1,000 and a conversion price of $1.2444.

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

one times preference on liquidation and a right to receive dividends equal to 20% of the number of shares of Lucid common stock into

which such Lucid Series B Preferred Stock is convertible, payable on the one-year and two-year anniversary of the issuance date.

The holders of the Lucid Series B Preferred Stock also will be entitled to dividends equal, on an as-if-converted

to shares of Lucid common stock basis, to and in the same form as dividends actually paid on shares of Lucid common stock when, as, and

if such dividends are paid on shares of Lucid common stock.

Lucid Series B Preferred Stock is a voting security.

The aggregate gross proceeds to Lucid of these transactions was $18.16 million

(inclusive of $5.67 million of aggregate gross proceeds from the sale of the Lucid Series A-1 Preferred Stock that was immediately

exchanged for Lucid Series B Preferred Stock in the transactions).

“Lucid Series B Investors”), which agreements provided for (i) the sale to the Lucid Series B Investors of 12,495 shares

of Lucid’s newly designated Series B Convertible Preferred Stock, par value $0.001 per share (the “Lucid Series B

Preferred Stock”), at a purchase price of $1,000 per share, and (ii) the exchange by the Lucid Series B Investors of 13,625

shares of Lucid’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Lucid Series A Preferred

Stock”), and 10,670 shares of Lucid’s Series A-1 Convertible Preferred Stock, par value $0.001 per share (the

“Lucid Series A-1 Preferred Stock”), held by them for 31,790 shares of Lucid Series B Preferred Stock (collectively, the

“Lucid Series B Offering and Exchange”).

Prior to the execution of the Lucid Series B Subscription Agreements and the

Lucid Series B Exchange Agreements, Lucid entered into subscription agreements with certain of the Lucid Series B Investors

providing for the sale to such investors of 5,670 shares of Lucid Series A-1 Preferred Stock, at a purchase price of $1,000 per

share, which shares the investors immediately agreed to exchange for shares of Lucid Series B Preferred Stock pursuant to the Lucid

Series B Exchange Agreements (and are included in the 10,670 shares of Lucid Series A-1 Preferred Stock set forth above).

of the Lucid Series B Preferred Stock has a stated value of $1,000 and a conversion price of $1.2444.

The terms of the Lucid Series

B Preferred Stock also include a one times preference on liquidation and a right to receive dividends equal to 20% of the number of

shares of Lucid common stock into which such Lucid Series B Preferred Stock is convertible, payable on the one-year and two-year

anniversary of the issuance date.

The holders of the Lucid Series B Preferred Stock also will be entitled to dividends equal, on an

as-if-converted to shares of Lucid common stock basis, to and in the same form as dividends actually paid on shares of Lucid common

stock when, as, and if such dividends are paid on shares of Lucid common stock.

The Lucid Series B Preferred Stock is a voting

The aggregate gross proceeds to Lucid of these transactions was $18.16 million (inclusive of $5.67 million of aggregate

gross proceeds from the sale of the Lucid Series A-1 Preferred Stock that was immediately exchanged for Lucid Series B Preferred

Stock in the transactions).

a result of 100% of the then-outstanding shares of Lucid Series A Preferred Stock and Lucid Series A-1 Preferred Stock being exchanged

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or Lucid Series A-1 Preferred Stock remain outstanding.

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.

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.

- ATM Facility

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

In March 2023, the “at-the-market

offering” became subject to General Instruction I.B.6 of Form S-3, which limits sales of our securities under this instruction

in any 12-month period to one-third of the aggregate market value of our public float (unless our public float rises to $75 million

or more, in which case the instruction will cease to apply).

As a result of this limitation and our then-current public float, in

May 2023, we amended our “at-the-market offering” to cover up to $18 million of our common stock.

three month period ended March 31, 2024, the Company sold 133,299 shares through its at-the-market equity facility for net proceeds

of approximately $0.5 million, after payment of 3% commissions.

In March 2023,

the “at-the-market offering” became subject to General Instruction I.B.6 of Form S-3, which limits sales of our securities

under this instruction in any 12-month period to one-third of the aggregate market value of our public float (unless our public float

rises to $75 million or more, in which case the instruction will cease to apply).

As a result of this limitation and our then-current

public float, in May 2023, we amended our “at-the-market offering” to cover up to $18 million of our common stock.

six month period ended June 30, 2024, the Company sold 333,299 shares through its at-the-market equity facility for net proceeds of approximately

$0.7 million, after payment of 3% commissions.

As of June 30, 2024, the Company had approximately $15.3 million remaining under the PAVmed

ATM Facility.

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 $0.3 million after payment of 3% commissions.

Diagnostics - Committed Equity Facility and ATM Facility

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

for net proceeds of approximately $1.8 million, after a 4% discount, as of March 31, 2024.

for net proceeds of approximately $1.8 million, after a 4% discount, as of June 30, 2024.

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

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of 230,068 shares of Lucid Diagnostics’ common stock were issued through its at-the-market equity facility for net proceeds of

approximately $0.3 million, after payment of 3% commissions, as of March 31, 2024.

approximately $0.3 million, after payment of 3% commissions, as of June 30, 2024.

of Operations

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in millions, except for share and per share amounts.

three months ended June 30, 2024 as compared to three months ended June 30, 2023

the three months ended June 30, 2024, revenue was $1.0 million as compared to $0.2 million for the corresponding period in the prior

The $0.8 million increase principally relates to the increase in volume of our EsoGuard Esophageal DNA Tests performed in our own

CLIA laboratory for the period and the consideration received for the performance of the EsoGuard Esophageal DNA Tests.

the three months ended June 30, 2024, cost of revenue remained relatively level, at approximately $1.7 million, as compared to the corresponding

period in the prior year.

and marketing expenses

the three months ended June 30, 2024, sales and marketing costs were approximately $4.2 million as compared to $4.3 million for the corresponding

period in the prior year.

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

approximately

$0.1 million decrease in third-party consulting services at Lucid.

and administrative expenses

the three months ended June 30, 2024, general and administrative costs were approximately $7.0 million as compared to $6.7 million for

the corresponding period in the prior year.

The net increase of $0.3 million was principally related to:

approximately

$0.8 million increase in third-party professional fees and expenses related to investor relations and legal services;

approximately

$0.5 million decrease in stock based compensation from RSA and stock option grants to Lucid and PAVmed employees.

and development expenses

the three months ended June 30, 2024, research and development costs were approximately $1.6 million as compared to $3.5 million for

the corresponding period in the prior year.

The net decrease of $1.9 million was principally related to:

approximately

$1.5 million decrease in development costs, particularly in clinical trial activities and outside professional and consulting fees;

approximately

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

non-employees.

of Acquired Intangible Assets

amortization of acquired intangible assets was approximately $0.1 million in the three months ended June 30, 2024, as compared to $0.5

million for the corresponding period in the prior year.

The decrease of $0.4 million in the current period was due to certain acquired

intangible assets being fully amortized in February 2024.

of Operations - continued

three months ended March 31, 2024 as compared to three months ended March 31, 2023

the three months ended March 31, 2024, revenue was $1.0 million as compared to $0.4 million for the corresponding period in the

The $0.6 million increase principally relates to the revenue for our EsoGuard Esophageal DNA Test performed in our own

CLIA laboratory.

the three months ended March 31, 2024, cost of revenue was approximately $1.7 million as compared to $1.3 million for the corresponding

three months ended June 30, 2024 as compared to the three months ended June 30, 2023 - continued

Income and Expense

in fair value of convertible debt

the three months ended June 30, 2024, the change in the fair value of our convertible notes was approximately $0.6 million of

expense, related to the April 2022 Senior Convertible Note (as defined in “ Liquidity and Capital Resources ”

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

the Lucid March 2023 Senior Convertible Note (as defined in “ Liquidity and Capital Resources ” below).

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

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

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

on Debt Extinguishment

the three months ended June 30, 2024, a debt extinguishment loss in the aggregate of approximately $0.8 million was recognized in connection

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

as discussed below.

the three months ended June 30, 2024, approximately $0.7 million of principal repayments, along with less than $0.1 million of interest

expense thereon, were settled through the issuance of 461,963 shares of common stock of the Company, with such shares having a fair

value of approximately $0.8 million (with such fair value measured as the respective conversion date quoted closing price of the common

stock of the Company).

In addition, the Company paid $0.2 million in cash related to acceleration floor payments on these notes related

to the conversion price being below the floor, recorded as debt extinguishment loss.

The conversions and cash paid resulted in a debt

extinguishment loss of $0.3 million in the three months ended June 30, 2024.

the three months ended June 30, 2024, approximately $1.1 million of principal repayments along with approximately $0.2 million of interest

expense thereon, were settled through the issuance of 2,117,883 shares of Lucid common stock, with such shares having a fair value

of approximately $1.9 million (with such fair value measured as the quoted closing price of the common stock of Lucid on the respective

conversion date).

The conversions resulted in a debt extinguishment loss of $0.5 million in the three months ended June 30, 2024.

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

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

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

expense thereon, were settled through the issuance of 346,190 shares of common stock of the Company, with such shares having a fair

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

stock of the Company).

The conversions resulted in a debt extinguishment loss of $0.7 million in the three months ended June 30, 2023.

Note 10 , Debt , to the Financial Statements, for additional information with respect to the April 2022 Senior Convertible Note,

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

of Operations - continued

six months ended June 30, 2024 as compared to six months ended June 30, 2023

the six months ended June 30, 2024, revenue was $2.0 million as compared to $0.6 million for the corresponding period in the prior year.

The $1.4 million increase principally relates to the revenue for our EsoGuard Esophageal DNA Test performed in our own CLIA laboratory

for the period and the consideration received for the performance of the EsoGuard Esophageal DNA Tests.

the six months ended June 30, 2024, cost of revenue was approximately $3.4 million as compared to $3.0 million for the corresponding

period in the prior year.

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approximately

$0.2 million increase in EsoCheck and EsoGuard supplies costs;

$0.2 million increase in the CLIA laboratory supplies required to perform the EsoGuard Esophageal DNA tests and royalty costs;

approximately

1 unchanged sentence

and marketing expenses

the three months ended March 31, 2024, sales and marketing costs were approximately $4.3 million as compared to $4.5 million for the

corresponding period in the prior year.

the six months ended June 30, 2024, sales and marketing costs were approximately $8.6 million as compared to $8.9 million for the corresponding

period in the prior year.

The net decrease of $0.3 million was principally related to:

approximately

$0.1 million decrease in compensation related costs;

$0.2 million decrease in compensation related costs, including stock-based compensation;

approximately

$0.1 million increase in third party marketing costs.

$0.1 million decrease in third party sales and marketing costs.

and administrative expenses

the three months ended March 31, 2024, general and administrative costs were approximately $6.7 million as compared to $10.4 million

for the corresponding period in the prior year.

the six months ended June 30, 2024, general and administrative costs were approximately $13.7 million as compared to $17.1 million for

the corresponding period in the prior year.

The net decrease of $3.4 million was principally related to:

approximately

$2.5 million decrease in stock-based compensation, related to decreases at both PAVmed and

$3.0 million decrease in stock-based compensation, related to decreases at both PAVmed and Lucid;

approximately

$1.2 million decrease in third-party professional fees and expenses related to legal services

and consulting fees.

$0.5 million decrease in third-party professional fees and expenses related to related to the termination of the MSA-RDx, finance and

legal services;

approximately

$0.1 million increase in compensation related costs.

and development expenses

the three months ended March 31, 2024, research and development costs were approximately $1.9 million as compared to $4.1 million for

the corresponding period in the prior year.

the six months ended June 30, 2024, research and development costs were approximately $3.6 million as compared to $7.5 million for the

corresponding period in the prior year.

The net decrease of $3.9 million was principally related to:

approximately

$1.5 million decrease in development costs, particularly in clinical trials activities and

outside professional and consulting fees;

$3.0 million decrease in development costs, particularly in clinical trials activities and outside professional and consulting fees;

approximately

$0.5 million decrease in compensation related costs.

$0.9 million decrease in compensation related costs and stock-based compensation, related to employees at PAVmed and Lucid.

of Acquired Intangible Assets

amortization of acquired intangible assets was approximately $0.4 million in the three months ended March 31, 2024, as compared to $0.5

amortization of acquired intangible assets was approximately $0.5 million in the six months ended June 30, 2024, as compared to $1.0

million for the corresponding period in the prior year.

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of Operations - continued

three months ended March 31, 2024 as compared to three months ended March 31, 2023 - continued

six months ended June 30, 2024 as compared to six months ended June 30, 2023 - continued

Income and Expense

in fair value of convertible debt

the three months ended March 31, 2024 and March 31, 2023, the change in the fair value of our convertible notes was approximately

$2.2 million and $1.0 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible

Note, and the Lucid March 2023 Senior Convertible Note (as defined in Note 10, Debt , to our accompanying unaudited condensed

consolidated financial statements).

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

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

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

The Company initially recognized an aggregate of $4.3 million

of fair value non-cash expense on the issue dates.

the six months ended June 30, 2024 and June 30, 2023, the change in the fair value of our convertible notes was approximately $2.7 million

and $1.4 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note,

and the Lucid March 2023 Senior Convertible Note.

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

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

at estimated fair value as of each reporting period date.

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

non-cash expense on the issue dates.

on Issue and Offering Costs - Senior Secured Convertible Note

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

total of approximately $1.2 million of lender fees and offering costs.

The Company did not incur lender fees and offering costs in the

three months ended March 31, 2024.

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

of approximately $1.2 million of lender fees and offering costs.

The Company did not incur lender fees and offering costs in the six

months ended June 30, 2024.

on Debt Extinguishment

the three months ended March 31, 2024, a debt extinguishment loss in the aggregate of approximately $0.4 million was recognized in connection

the six months ended June 30, 2024, a debt extinguishment loss in the aggregate of approximately $1.1 million was recognized in connection

with our April 2022 Senior Convertible Note and September 2022 Senior Convertible Note as discussed below.

the three months ended March 31, 2024, approximately $0.3 million of principal repayments along with less than $0.1 million 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 $0.3 million (with such fair value measured as the quoted closing price of the common stock of

the Company on the respective conversion date).

In addition, the Company paid $0.2 million in cash related to acceleration floor payments on these notes related to

the conversion price being below $2.70, recorded as debt extinguishment loss.

The conversions and cash paid resulted in a debt

extinguishment loss of $0.2 million in the three months ended March 31, 2024.

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

the six months ended June 30, 2024, approximately $1.0 million of principal repayments along with less than $0.1 million of interest

expense thereon, were settled through the issuance of 574,424 shares of common stock of the Company, with such shares having a fair

value of approximately $1.1 million (with such fair value measured as the quoted closing price of the common stock of the Company on

the respective conversion date).

In addition, the Company paid $0.4 million in cash related to acceleration floor payments on these

notes related to the conversion price being below the floor, recorded as debt extinguishment loss.

The conversions and cash paid resulted

in a debt extinguishment loss of $0.5 million in the six months ended June 30, 2024.

the six months ended June 30, 2024, approximately $1.2 million of principal repayments along with approximately $0.7 million of interest

expense thereon, were settled through the issuance of 2,661,181 shares of Lucid common stock, with such shares having a fair value

of approximately $2.5 million (with such fair value measured as the quoted closing price of the common stock of Lucid on the respective

conversion date).

The conversions resulted in a debt extinguishment loss of $0.7 million in the six months ended June 30, 2024.

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

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

the three months ended March 31, 2023, approximately $1.5 million of principal repayments along with less than $0.1 million of

interest expense thereon, were settled through the issuance of 288,709 shares of common stock of the Company, with such shares

having a fair value of approximately $2.0 million (with such fair value measured as the quoted closing price of the common stock of

the Company on the respective conversion date).

The conversions resulted in a debt extinguishment loss of $0.5 million in the three months ended March 31,

the six months ended June 30, 2023, approximately $3.2 million of principal repayments along with less than $0.1 million of interest

expense thereon, were settled through the issuance of 634,899 shares of common stock of the Company, with such shares having a fair

value of approximately $4.4 million (with such fair value measured as the quoted closing price of the common stock of the Company on

the respective conversion date).

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

Note 10 , Debt , to the Financial Statements, for additional information with respect to the April 2022 Senior Convertible Note,

1 unchanged sentence

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 Lucid Series B Preferred Stock, with such fair

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

Lucid Series B Preferred Stock (fair value of $12.5 million) and the carrying value of the extinguished Lucid Series A and

Series A-1 Preferred Stock (carrying value of $24.3 million), 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

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

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

Series B Preferred Stock (fair value of $12.5 million) and the carrying value of the extinguished Lucid Series A and Series A-1 Preferred

Stock (carrying value of $24.3 million), 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:

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

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

Dividend Charged to Accumulated Deficit

and Capital Resources

5 unchanged sentences

purchase warrants, and debt.

We are subject to all of the risks and uncertainties typically faced by medical device and diagnostic

and medical device companies that devote substantially all of their efforts to the commercialization of their initial product and

services and ongoing R&D and clinical trials.

We experienced a net loss before noncontrolling interests of approximately $18.5

million and used approximately $13.1 million of cash in operations for the three months ended March 31, 2024.

Financing activities

provided $19.0 million of cash during the three months ended March 31, 2024.

We ended the quarter with cash on-hand of $25.5 million

as of March 31, 2024.

We expect to continue to experience recurring losses and negative cash flows from operations, and will

continue to fund our operations with debt and/or equity financing transactions, 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 the maturity date.

The Company’s ability to continue operations 12 months beyond the issuance of the financial statements will depend upon generating substantial revenue that is conditioned on 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.

We are subject to all of the risks and uncertainties typically faced by medical device and diagnostic and

medical device companies that devote substantially all of their efforts to the commercialization of their initial product and services

and ongoing R&D and clinical trials.

We experienced a net loss before noncontrolling interests of approximately $33.4 million and

used approximately $24.8 million of cash in operations for the six months ended June 30, 2024.

Financing activities provided $30.7 million

of cash during the six months ended June 30, 2024.

We ended the quarter with cash on-hand of $25.5 million as of June 30, 2024.

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

and/or equity financing transactions, 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 the maturity

The Company’s ability to continue operations 12 months beyond the issuance of the financial statements will depend upon generating

substantial revenue that is conditioned on 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.

of Shares of Our Common Stock

the three months ended March 31, 2024

issued 34,332 shares of our common stock for proceeds of approximately $0.1 million under

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

Note 11, Stock-Based Compensation, to the Financial Statements.

issued 133,299 shares of our common stock for net proceeds of approximately $0.5 million,

after payment of 3% commissions, from the sale of shares through PAVmed’s at-the-market

equity facility through Cantor.

the six months ended June 30, 2024

issued 34,332 shares of our common stock for proceeds of approximately $0.1 million under the PAVmed Employee Stock Purchase Plan (“ESPP”),

as such plan is discussed in Note 11, Stock-Based Compensation, to the Financial Statements.

issued 333,299 shares of our common stock for net proceeds of approximately $0.7 million, after payment of 3% commissions, from the

sale of shares through PAVmed’s at-the-market equity facility through Cantor.

See below for more information.

issued 112,461 shares of our common stock in satisfaction of approximately $0.3 million of

principal repayments along with less than $0.1 million of interest expense thereon under

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

issued 574,424 shares of our common stock in satisfaction of approximately $1.0 million of principal repayments along with less than

$0.1 million of interest expense thereon under the April 2022 Senior Convertible Note and September 2022 Senior Convertible Note.

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

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

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

The SPA provided for the

sale of the initial Senior Secured Convertible Note with a face value principal of $27.5 million, which closed on April 4, 2022

(referred to as the “April 2022 Senior Convertible Note”).

The April 2022 Senior Secured Convertible Note had an initial

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

April 2022 Senior Convertible Note may be converted into or otherwise paid in shares of our common stock as described in Note 10 , Debt .

September 8, 2022, we completed an additional closing under the SPA, in which we sold to the investor an additional Senior Secured

Convertible Note with a face value principal of $11.25 million (referred to as the “September 2022 Senior Convertible

The September 2022 Senior Secured Convertible Note had an initial contractual

maturity date of September 6, 2024, which maturity date the investor agreed to extend by one year, to September 8, 2025.

September 2022 Senior Convertible Note may be converted into or otherwise paid in shares of our common stock as described in Note

as of March 31, 2022, we entered into a Securities Purchase Agreement (referred to as the “SPA”) with an accredited investor, pursuant to which we agreed to sell, and the investor agreed

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

The SPA provided for the sale of

the initial Senior Secured Convertible Note with a face value principal of $27.5 million, which closed on April 4, 2022 (referred to

as the “April 2022 Senior Convertible Note”).

The April 2022 Senior Secured Convertible Note had an initial contractual maturity

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

The April 2022 Senior Convertible

Note may be converted into or otherwise paid in shares of our common stock as described in Note 10, Debt .

September 8, 2022, we completed an additional closing under the SPA, in which we sold to the investor an additional Senior Secured Convertible

Note with a face value principal of $11.25 million (referred to as the “September 2022 Senior Convertible Note”).

The September

2022 Senior Secured Convertible Note had an initial 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 or otherwise paid

in shares of our common stock as described in Note 10, Debt .

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

12 unchanged sentences

time period and thereafter through August 31, 2024.

Based on the waiver, as of March 31, 2024, the Company was in compliance with the

Based on the waiver, as of June 30, 2024, the Company was in compliance with the

Financial Tests.

In addition, based on the waiver, the Company presently is in compliance with the Financial Tests.

consideration of the covenant waiver and maturity extensions discussed above, the Company agreed to pay the holder of the notes $2.0 million

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.

and Capital Resources - continued

consideration of the covenant waiver and maturity extensions discussed above, the Company agreed to pay the holder of the notes $2.0

million in cash (or in such other form as may be mutually agreed in writing).

Note 10 , Debt , to the Financial Statements for additional information about the SPA, the April 2022 Senior Convertible Note, and

the September 2022 Senior Convertible Note.

and Capital Resources - continued

Diagnostics - Preferred Stock Offerings

March 13, 2024, Lucid entered into Lucid Series B Subscription Agreements and Lucid Series B Exchange Agreements with teh Lucid

Series B Investors, which agreements provided for (i) the sale to the Lucid Series B Investors of 12,495 shares of newly designated

Lucid Series B Preferred Stock, at a purchase price of $1,000 per share, and (ii) the exchange by the Lucid Series B Investors of

13,625 shares of Lucid Series A Preferred Stock, and 10,670 shares of Lucid Series A-1 Preferred Stock held by them for 31,790

shares of Lucid Series B Preferred Stock.

Prior to the execution of the Lucid Series B Subscription Agreements and the Lucid Series

B Exchange Agreements, Lucid entered into subscription agreements with certain of the Lucid Series B Investors providing for the

sale to such investors of 5,670 shares of Lucid Series A-1 Preferred Stock, at a purchase price of $1,000 per share, which shares

the investors immediately agreed to exchange for shares of Lucid Series B Preferred Stock pursuant to the Lucid Series B Exchange

Agreements (and are included in the 10,670 shares of Lucid Series A-1 Preferred Stock set forth above).

Each share of the Lucid

Series B Preferred Stock has a stated value of $1,000 and a conversion price of $1.2444.

The terms of the Lucid Series B Preferred

Stock also include a one times preference on liquidation and a right to receive dividends equal to 20% of the number of shares of

Lucid common stock into which such Lucid Series B Preferred Stock is convertible, payable on the one-year and two-year anniversary

of the issuance date.

The holders of the Lucid Series B Preferred Stock also will be entitled to dividends equal, on an

as-if-converted to shares of Lucid common stock basis, to and in the same form as dividends actually paid on shares of the Lucid

common stock when, as, and if such dividends are paid on shares of the Lucid common stock.

The Lucid Series B Preferred Stock is a

voting security.

The aggregate gross proceeds to Lucid of these transactions was $18.16 million (inclusive of $5.67 million of

aggregate gross proceeds from the sale of the Lucid Series A-1 Preferred Stock that was immediately exchanged for Lucid Series B

Preferred Stock in the transactions).

March 13, 2024, Lucid entered into Lucid Series B Subscription Agreements and Lucid Series B Exchange Agreements with the Lucid Series

B Investors, which agreements provided for (i) the sale to the Lucid Series B Investors of 12,495 shares of newly designated Lucid Series

B Preferred Stock, at a purchase price of $1,000 per share, and (ii) the exchange by the Lucid Series B Investors of 13,625 shares of

Lucid Series A Preferred Stock, and 10,670 shares of Lucid Series A-1 Preferred Stock held by them for 31,790 shares of Lucid Series

B Preferred Stock.

Prior to the execution of the Lucid Series B Subscription Agreements and the Lucid Series B Exchange Agreements, Lucid

entered into subscription agreements with certain of the Lucid Series B Investors providing for the sale to such investors of 5,670 shares

of Lucid Series A-1 Preferred Stock, at a purchase price of $1,000 per share, which shares the investors immediately agreed to exchange

for shares of Lucid Series B Preferred Stock pursuant to the Lucid Series B Exchange Agreements (and are included in the 10,670 shares

of Lucid Series A-1 Preferred Stock set forth above).

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

a conversion price of $1.2444.

The terms of the Lucid Series B Preferred Stock also include a one times preference on liquidation and

a right to receive dividends equal to 20% of the number of shares of Lucid common stock into which such Lucid Series B Preferred Stock

is convertible, payable on the one-year and two-year anniversary of the issuance date.

The holders of the Lucid Series B Preferred Stock

also will be entitled to dividends equal, on an as-if-converted to shares of Lucid common stock basis, to and in the same form as dividends

actually paid on shares of the Lucid common stock when, as, and if such dividends are paid on shares of the Lucid common stock.

Series B Preferred Stock is a voting security.

The aggregate gross proceeds to Lucid of these transactions was $18.16 million (inclusive

of $5.67 million of aggregate gross proceeds from the sale of the Lucid Series A-1 Preferred Stock that was immediately exchanged for

Lucid Series B Preferred Stock in the transactions).

a result of 100% of the then-outstanding shares of Lucid Series A Preferred Stock and Lucid Series A-1 Preferred Stock being exchanged

2 unchanged sentences

May 6, 2024, Lucid issued approximately 11,634 shares of newly designated 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 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.

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

as of March 13, 2023, Lucid Diagnostics entered into the Lucid SPA with an accredited institutional investor, pursuant to which Lucid

Diagnostics agreed to sell, and the investor agreed to purchase the Lucid March 2023 Senior Convertible Note with a face value principal

of $11.1 million.

as of March 13, 2023, Lucid Diagnostics entered into a Securities Purchase Agreement (referred to as the “Lucid SPA”)

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

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

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

9 unchanged sentences

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

As of March 31, 2024, Lucid Diagnostics was in compliance with the Lucid

Financial Tests.

As of June 30, 2024, Lucid Diagnostics was in compliance with the Lucid Financial

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

1 unchanged sentence

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

In the three month period ended March 31, 2024, the Company

sold 133,299 shares through its at-the-market equity facility for net proceeds of approximately $0.5 million, after payment of 3% commissions.

In the six months ended June 30, 2024, the Company sold

333,299 shares through its at-the-market equity facility for net proceeds of approximately $0.7 million, after payment of 3% commissions.

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 $0.3 million after payment of 3% commissions.

and Capital Resources - continued

Diagnostics Inc.

2 unchanged sentences

Cumulatively, a total of 680,263 shares

of Lucid Diagnostics’ common stock were issued for net proceeds of approximately $1.8 million, after a 4% discount, as of March

of Lucid Diagnostics’ common stock were issued for net proceeds of approximately $1.8 million, after a 4% discount, as of June

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

2 unchanged sentences

of 230,068 shares of Lucid Diagnostics’ common stock were issued through its at-the-market equity facility for net proceeds of

approximately $0.3 million, after payment of 3% commissions, as of March 31, 2024.

approximately $0.3 million, after payment of 3% commissions, as of June 30, 2024.

Accounting Estimates

13 unchanged sentences

There have been no material changes to our critical accounting

policies and estimates in the three months ended March 31, 2024.

policies and estimates in the six months ended June 30, 2024.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis