What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-12 · 844 added, 650 removed, 522 unchanged (74% of the section changed)

2 unchanged sentences

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

expenses, deposits, and other current assets

September 30, 2024

December 31, 2023

Current assets:

lease right-of-use assets

Preferred Stock and Stockholders’ Equity

expenses and other current liabilities

lease liabilities, current portion

Secured Convertible Notes - at fair value

Accounts receivable

Prepaid expenses, deposits, and other current assets

Total current assets

Fixed assets, net

Operating lease right-of-use assets

Intangible assets, net

Equity method investment - at fair value

Liabilities, Preferred Stock and Stockholders’ Equity

Current liabilities:

lease liabilities, less current portion

and contingencies (Note 8)

Stockholders’

stock, $ 0.001 par value.

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Senior Secured Convertible Notes - at fair value

Total current liabilities

Operating lease liabilities, less current portion

Total liabilities

Commitments and contingencies (Note 9)

Stockholders’ Equity:

Preferred stock, $ 0.001 par value.

Authorized, 20,000,000 shares;

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

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

stock, $ 0.001 par value.

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding 1,385,149 at September 30, 2024 and 1,305,213 shares at December 31, 2023

Common stock, $ 0.001 par value.

Authorized, 50,000,000 shares;

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

10,660,394 and 8,578,505 shares outstanding as of September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated deficit

Total PAVmed Inc.

Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity (Deficit)

Noncontrolling interests

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes to the unaudited condensed consolidated financial statements.

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

and marketing

and administrative

of acquired intangible assets

and development

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

income (expense):

in fair value - Senior Secured Convertible Notes

on issue and offering costs - Senior Secured Convertible Note

extinguishments loss - Senior Secured Convertible Notes

modification expense

in fair value - derivative liability

on sale of intellectual property

income (expense), net

before provision for income tax

for income taxes

loss before noncontrolling interests

loss attributable to the noncontrolling interests

loss attributable to PAVmed Inc.

Cost of revenue

Sales and marketing

General and administrative

Amortization of acquired intangible assets

Research and development

Total operating expenses

Operating loss

Other income (expense):

Interest income

Interest expense

Gain on deconsolidation of subsidiary

Change in fair value - equity method investment

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

Change in fair value - derivative liability

Management fee income

Gain on sale of intellectual property

Other income (expense), net

Income (loss) before provision for income tax

Provision for income taxes

Net income (loss) before noncontrolling interests

Net loss attributable to the noncontrolling interests

Net income (loss) attributable to PAVmed Inc.

Series B Convertible Preferred Stock dividends earned

Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests

loss attributable to PAVmed Inc.

Net income (loss) attributable to PAVmed Inc.

common stockholders

share information:

loss per share attributable to PAVmed Inc.

common stockholders – basic and diluted

average common shares outstanding, basic and diluted

Per share information:

Net income (loss) per share attributable to PAVmed Inc.

common stockholders – basic

Net income (loss) per share attributable to PAVmed Inc.

common stockholders – diluted

Weighted average common shares outstanding, basic

Weighted average common shares outstanding, diluted

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED June 30, 2024

thousands except number of shares and per share data)

the THREE MONTHS ENDED September 30, 2024

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

- March 31, 2024

Series B Convertible Preferred Stock

Additional Paid-

Non controlling

Balance - June 30, 2024

$ ( 320,630 ) -

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

Dividends declared - Series B Convertible Preferred Stock

Issue common stock - PAVM ATM Facility

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Conversions - subsidiary common stock - Senior Secured Convertible Note

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiary

Transfer of intellectual property to Lucid Diagnostics Inc

Deconsolidation of subsidiary

Net income (loss)

Balance - September 30, 2024

$ ( 256,312 ) -

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CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2024

the NINE MONTHS ENDED September 30, 2024

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

- December 31, 2023

Series B Convertible Preferred Stock

Additional Paid-

Non controlling

Balance - December 31, 2023

$ ( 294,433 ) -

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

Dividends declared - Series B Convertible Preferred Stock

Issue common stock - PAVM ATM Facility

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Conversions - subsidiary common stock - Senior Secured Convertible Note

Exercise - stock options of subsidiary

Purchase - Employee Stock Purchase Plan

Purchase - subsidiary common stock - Employee Stock Purchase Plan

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Issuance - subsidiary preferred stock (Series A-1)

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

Issuance through exchange - subsidiary preferred stock (Series B and Series B-1)

Issuance through sale - subsidiary preferred stock (Series B and Series B-1)

Subsidiary deemed dividends on preferred stock attributable to noncontrolling interests

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiaries

Transfer of intellectual property to Lucid Diagnostics Inc

Deconsolidation of subsidiary

Net income (loss)

Balance - September 30, 2024

$ ( 256,312 ) -

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

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED September 30, 2023

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

- March 31, 2023

Series B Convertible Preferred Stock

Additional Paid-

Non controlling

Balance - June 30, 2023

$ ( 260,783 )

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

Dividends declared - Series B Convertible Preferred Stock

Conversions - Senior Secured Convertible Note

Conversions - subsidiary common stock - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

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

Impact of subsidiary equity transactions

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiary

Balance - September 30, 2023

$ ( 278,529 )

accompanying notes to the condensed consolidated financial statements.

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2023

the NINE MONTHS ENDED September 30, 2023

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

Stockholders’ Equity (Deficit)

B Convertible Preferred Stock

- December 31, 2022

Series B Convertible Preferred Stock

Additional Paid-

Non controlling

Balance - December 31, 2022

$ ( 228,169 )

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

Dividends declared - Series B Convertible Preferred Stock

Issue common stock - PAVM ATM Facility

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Conversions - subsidiary common stock - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

Purchase - subsidiary common stock - Employee Stock Purchase Plan

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

Impact of subsidiary equity transactions

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

Issuance - vendor service agreement

Issuance - subsidiary preferred stock (Series A)

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiaries

Treasury stock

Balance - September 30, 2023

$ ( 278,529 )

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

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

Nine Months Ended September 30,

Cash flows from operating activities

Net income (loss) - before noncontrolling interest (“NCI”)

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

Depreciation and amortization expense

Stock-based compensation

Gain on sale of intellectual property

Gain on deconsolidation of subsidiary

Change in fair value - equity method investment

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

flows from investing activities

from sale of intellectual property

cash flows provided by (used in) investing activities

flows from financing activities

– issue of preferred stock - 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

– issue common stock – Employee Stock Purchase Plan

– subsidiary common stock – Employee Stock Purchase Plan

– exercise of stock options issued under equity plan of subsidiary

cash flows provided by financing activities

increase (decrease) in cash

beginning of period

end of period

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

Change in fair value - derivative liability

Non-cash lease expense

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses, deposits and current and other assets

Accounts payable

Accrued expenses and other current liabilities

Net cash flows used in operating activities

Cash flows from investing activities

Purchase of equipment

Decrease in cash due to deconsolidation of subsidiary

Proceeds from sale of intellectual property to Lucid Diagnostics Inc.

Proceeds from sale of intellectual property

Net cash flows provided by (used in) investing activities

Cash flows from financing activities

Proceeds – issue of preferred stock - 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 – subsidiary common stock - Committed Equity Facility and At-The-Market Facility

Proceeds – issue common stock – Employee Stock Purchase Plan

Proceeds – subsidiary common stock – Employee Stock Purchase Plan

Proceeds – exercise of stock options issued under equity plan of subsidiary

Net cash flows provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

accompanying notes to the unaudited condensed consolidated financial statements.

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current focus is multi-fold.

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

subsidiary Lucid Diagnostics Inc.

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

our subsidiary, Lucid Diagnostics Inc.

LUCD) (“Lucid”).

In addition, through a separate majority-owned subsidiary, Veris

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

to expand access to the Veris Platform.

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

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

point along its path to commercialization.

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

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

In addition, through a

separate majority-owned subsidiary, Veris Health (“Veris”), we are focused in the immediate term on entering into

strategic partnership opportunities with leading academic oncology systems to expand access to the Veris Platform, while concurrently developing an implantable physiological monitor, designed to be implanted alongside a chemotherapy

port, which will interface with the Veris Platform.

In terms of other

existing products and technologies, we have adopted an incubator-type platform where we are looking to obtain financing on a

product-by-product basis as necessary to advance each asset to a meaningful inflection point along its path to commercialization.

Finally, as resources permit, we will continue to explore external innovations that fulfill our project selection criteria without

limiting ourselves to any target sector, specialty or condition.

2 — Liquidity and Going Concern

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will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.

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

purchase warrants, and debt.

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

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

and development activities and conducting clinical trials.

The Company 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.

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

stock purchase warrants, and debt.

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

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

services and ongoing research and development activities and conducting clinical trials.

The Company generated $ 1.0

million and $ 3.0 million of

revenues for the three and nine month periods ended September 30, 2024, respectively, however the Company expects to continue to

experience recurring losses and to generate negative cash flows from operating activities in the near future.

Company incurred a net income attributable to PAVmed Inc.

common stockholders of approximately $ 30.6 million and had net cash flows used

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.

in operating activities of approximately $ 33.6 million for the nine month period ended September 30, 2024.

As of September 30, 2024,

the Company had negative working capital of approximately $ 35.4 million, with such working capital inclusive of the Senior Secured Convertible

Notes classified as a current liability of an aggregate of approximately $ 32.1 million and approximately $ 0.8 million of cash.

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

ability to control its operating costs within the limits of the amounts collected from its management service contracts with its

non-consolidated subsidiaries, to substantially increase its revenues from the Veris Cancer Care platform, and to raise additional

capital through various potential sources including equity or debt financings or refinancing or restructuring existing debt

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 Presentation

accompanying unaudited condensed consolidated financial statements of PAVmed and its subsidiaries have been prepared in accordance with

accounting principles generally accepted in the United States of America (“U.S.

GAAP”), and applicable rules and regulations

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

subsidiaries, majority-owned subsidiaries and Lucid Diagnostics.

All intercompany transactions and balances have been eliminated in consolidation.

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

accompanying unaudited condensed consolidated financial statements of PAVmed and those of its wholly owned subsidiaries and variable

interest entities have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).

All intercompany

transactions and balances have been eliminated in consolidation.

The Company has a controlling financial interest in Veris Health Inc.,

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.

As of September 10, 2024, PAVmed ceased to have

a controlling financial interest in Lucid Diagnostics and therefore PAVmed’s consolidated results of operations include Lucid

Diagnostics’ results of operations only through that date.

The deconsolidation of Lucid Diagnostics has resulted in a gain recognized

in PAVmed’s statement of operations for the periods ended September 30, 2024.

Moving forward, PAVmed will account for its investment in Lucid Diagnostics using the equity method and the fair value option.

See below and Note 4, Equity Method Investment

for a discussion on the impact of the deconsolidation of Lucid Diagnostics.

See Note 15, Noncontrolling Interest , for a discussion

of each of the subsidiaries noted above.

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

performance and making operating decisions.

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 and six months ended June 30, 2024 are not necessarily indicative

unaudited condensed consolidated results of operations for the three and nine months ended September 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

4 unchanged sentences

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

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

At times, the balance of its cash deposits may

exceed federally insured limits.

The Company has not experienced losses on deposits with commercial banks and financial institutions

which exceed federally insured limits.

in the Company’s cash as of September 30, 2024 and December 31, 2023 is $ 299 related to a restricted deposit account for a standby

letter of credit associated with our corporate headquarters which has a lease maturity date in 2030.

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

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to collect in exchange for those services.

The Company’s revenue is primarily generated by its laboratory testing services utilizing

The Company’s revenue was primarily generated by Lucid’s laboratory testing services utilizing

its EsoGuard Esophageal DNA tests.

The services are completed upon release of a patient’s test result to the ordering healthcare

The services were completed upon release of a patient’s test result to the ordering healthcare

Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party

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3 — Summary of Significant Accounting Policies - continued

Method Investments

that are not consolidated, but over which PAVmed exercises significant influence, are accounted for under the equity method of accounting.

The determination as to whether or not PAVmed exercises significant influence with respect to a company depends on an evaluation of several

factors, including, among others, representation on the company’s board of directors and equity ownership level, which is generally

between a 20 % and a 50 % interest in the voting securities of an equity method business, as well as voting rights associated with PAVmed’s

holdings in common stock in that company.

PAVmed accounts for Lucid Diagnostics as an equity method investment beginning on September

10, 2024, and the period ended September 30, 2024.

Value Option (“FVO”) Election

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

election” as discussed below.

election”, through September 10, 2024, the date of Lucid’s deconsolidation from PAVmed’s results of operations,

as discussed below.

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

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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).

April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and (through

September 10, 2024, Lucid’s deconsolidation date) 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 (through September 10, 2024, Lucid’s deconsolidation date) the Lucid March 2023 Senior Convertible Note).

Note 10, Financial Instruments Fair Value Measurements , with respect to the FVO election;

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

Reclassifications

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

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

to the unaudited condensed consolidated financial statements.

The impact of the reclassifications made to prior year amounts is not material

and did not affect net loss.

and after September 10, 2024, the date of Lucid’s deconsolidation from PAVmed’s results of operation, the

Company’s investment in Lucid is treated as an equity method investment accounted for using the fair value option.

Lucid Diagnostics common stock have a readily determinable fair value classified as Level 1, in which the fair value is

determined based upon quoted market prices in an active market.

Accounting Standards Updates Not Yet Adopted

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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.

The Company is currently evaluating the impact

this update will have on its unaudited condensed consolidated financial statements and disclosures, however the Company does not expect the standard to have a significant impact.

3 — Summary of Significant Accounting Policies - continued

October 2023, the FASB issued ASU No.

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financial statements and disclosures.

4 — Equity Method Investment

September 10, 2024, following preferred equity transactions completed by Lucid earlier in 2024 and the termination of voting proxies

entered into between PAVmed and certain shareholders of Lucid, PAVmed’s voting interest in the Company was reduced to less than 50.0 %,

resulting in the loss of a controlling financial interest.

However, PAVmed retains the ability to exercise significant influence

As a result, the Company deconsolidated Lucid.

The following table reflects the net assets of Lucid at the time of

deconsolidation:

of Deconsolidation of Net Assets

Current assets:

Prepaid expenses, deposits, and other current assets

Total current assets

Fixed assets, net

Operating lease right-of-use assets

Intangible assets, net

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

Net Assets of Lucid Diagnostics at September 10, 2024

deconsolidation, the Company owned 31,302,444 shares of Lucid Diagnostics common stock, which was valued at $ 25.1 million,

resulting in a gain on deconsolidation of $ 72.3 million in the accompanying unaudited condensed consolidated statements of operations

for the three and nine months ended September 30, 2024.

The Company recorded the following:

Gain on Deconsolidation

Investment in former Consolidated Subsidiary (Fair Value of Lucid common stock)

Noncontrolling interest - Lucid

Net Assets of Former Consolidated Subsidiary - Lucid

Gain on Deconsolidation of Lucid

the Company’s deconsolidation of Lucid, the Company accounts for its investment in Lucid as an equity method investment with the

election of the fair value option.

Due to the Company’s continuing involvement and significant influence over operating and financial

policies, Lucid is considered a related party of the Company.

4 — Equity Method Investment - continued

following unaudited summarized financial information related to Lucid accounted for under the equity method of accounting as of September

This aggregate information has been compiled from the financial statements of those business.

of Aggregate Information From the Financial Statements

September 30, 2024

Other current assets

Non-current assets

Current liabilities

Non-current liabilities

Shareholders’ deficit

Total liabilities and stockholders’ deficit

Three months ended September 30, 2024

July 1, 2024 -

September 10, 2024

September 11, 2024 - September 30, 2024

Net income (loss)

Nine months ended September 30, 2024

January 1, 2024 -

September 10, 2024

September 11, 2024 - September 30, 2024

Net income (loss)

was consolidated and included in PAVmed’s consolidated results for the period of January 1, 2024 through September 10, 2024.

amounts from September 11, 2024 through September 30, 2024 were not included in PAVmed’s consolidated results.

September 10, 2024 and September 30, 2024, the fair value of the Company’s investment in Lucid was $ 25.1

million and $ 25.5

million, respectively, with the company recognizing an unrealized gain on its investment in Lucid of $ 0.4

million in the accompanying condensed consolidated statements of operations for three and nine month periods ended September 30,

The fair value of common shares held by the Company was determined using the closing price of Lucid’s common stock per

share on September 10, 2024 and September 30, 2024 of $ 0.802

and $ 0.815 ,

respectively.

At September 10, 2024 and September 30, 2024, PAVmed held approximately 40 % of Lucid’s common stock voting

- Management Services Agreement

daily operations are also managed in part by personnel employed by the Company, for which the Company records management fee income,

referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with Lucid.

The MSA does not have a termination date, but may be terminated by Lucid.

The MSA Fee is charged on

a monthly basis and is subject-to periodic adjustment corresponding with changes in the services provided by the Company’s personnel

to Lucid, with any such change in the MSA Fee being subject to approval of the boards of directors of each of the Company and Lucid.

The respective companies’ boards of directors approved an amendment to the MSA to increase the MSA Fee to $ 833 per month, effective

January 1, 2024.

In August 2024, the respective companies’ boards of directors approved the Company to enter into a ninth amendment

Under this amendment, the monthly fee due to the Company from Lucid was increased from $ 833 to $ 1,050 , effective July 1,

During the period of September 11, 2024 through September 30, 2024, MSA fee income was $ 700 .

of Intellectual Property to Lucid

September 27, 2024, the Company entered into an Assignment of Patent Rights with PAVmed, pursuant to which PAVmed assigned certain patent

rights to the Company related to the EsoCheck device.

In consideration of the assignment the Company agreed to pay PAVmed a $ 350 assignment

5 — Revenue from Contracts with Customers

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

the three and nine month periods ended September 30, 2024, the Company recognized total revenue of $ 996 and $ 2,985 , respectively, primarily

resulting from the delivery of patient EsoGuard test results.

2 unchanged sentences

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.

the three and nine month periods ended September 30, 2023 was $ 791 and $ 1,403 , 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 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.

the three and nine month periods ended September 30, 2024, the cost of revenue was $ 1,381 and $ 4,792 , respectively, primarily related

to costs for our laboratory operations and EsoCheck device supplies.

The Company’s cost of revenue for the three and nine month

periods ended September 30, 2023 was $ 1,779 and $ 4,809 , respectively, primarily related to costs for our laboratory operations and EsoCheck

device supplies.

6 — Prepaid Expenses, Deposits, and Other Current Assets

1 unchanged sentence

of Prepaid Expenses and Other Current Assets

payments to service providers and suppliers

prepaid expenses, deposits and other current assets

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:

September 30, 2024

December 31, 2023

Advanced payments to service providers and suppliers

Prepaid insurance

Veris Box supplies

Total prepaid expenses, deposits and other current assets

Company’s future lease payments as of September 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

2024 (remainder of year)

lease payments

Total lease payments

imputed interest

value of lease liabilities

6 — Leases - continued

Present value of lease liabilities

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

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,

Nine Months Ended September 30,

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

Non-cash investing and financing activities

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

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

Weighted-average discount rate - operating leases

of September 30, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases were $ 2,618 and $ 4,267 , respectively,

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

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

$ 1,565 , respectively, are reported in operating lease liabilities, current portion and $ 4,665 and $ 2,960 , respectively, are reported

As of September 30,

2024 and December 31, 2023, the Company had outstanding operating lease obligations of $ 2,879 and $ 4,525 , respectively, of which $ 499

and $ 1,565 , respectively, are reported in operating lease liabilities, current portion and $ 2,380 and $ 2,960 , respectively, are reported

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

1 unchanged sentence

terms the Company would likely receive on the open market.

Following the deconsolidation of Lucid, the Company had removed right-of-use assets and operating lease liabilities

related to Lucid.

See Note 4, Equity Method Investment , for additional information on the Lucid deconsolidation.

8 — Intangible Assets, net

1 unchanged sentence

of Intangible Assets, Less Accumulated Amortization

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

Estimated Useful Life

September 30, 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 $ 82 and $ 505 for the three month periods ended September 30, 2024 and 2023, respectively,

and $ 559 and $ 1,516 for the nine month periods ended September 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)

Following the deconsolidation of Lucid,

the Company had an intangible assets, net balance of $ 0 , and no estimated future amortization expense.

See Note 4, Equity Method Investment ,

for additional information on the Lucid deconsolidation.

9 — Commitment and Contingencies

13 unchanged sentences

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

of Financial Liabilities Measured at Fair Value on Recurring Basis

Value Measurement on a Recurring Basis at Reporting Date Using 1

Secured Convertible Note - April 2022

Secured Convertible Note - September 2022

Senior Secured Convertible Note - March 2023

Secured Convertible Note - April 2022

Secured Convertible Note - September 2022

Senior Secured Convertible Note - March 2023

of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

Fair Value Measurement on a Recurring Basis at Reporting Date Using 1

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

September 30, 2024

Investment in Lucid Diagnostics, Inc common stock

Total assets at fair value

Senior Secured Convertible Note - April 2022

Senior Secured Convertible Note - September 2022

Total liabilities at fair value

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

December 31, 2023

Senior Secured Convertible Note - April 2022

Senior Secured Convertible Note - September 2022

Lucid Senior Secured Convertible Note - March 2023

Total liabilities at fair value

1 There were no transfers

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

between the respective Levels during the nine months ended September 30, 2024.

discussed in Note 11, Debt , the Company issued Senior Secured Convertible Notes dated April 4, 2022 and September 8, 2022, with

6 unchanged sentences

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

This convertible note is also accounted for under

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

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

From and after September 10, 2024, the date

of Lucid’s deconsolidation from PAVmed’s result of operation, the Company’s investment in Lucid has been accounted

for as an equity method investment.

For the periods prior to the deconsolidation, Lucid’s convertible note is presented in

PAVmed’s balance sheets and is also accounted for under the ASC 825-10-15-4 fair value option (“FVO”) election,

wherein, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at

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

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

4 unchanged sentences

10 — Financial Instruments Fair Value Measurements - continued

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

Convertible Note as of each of 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:

estimated fair value of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note as of September 30, 2024

and the 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 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:

of Fair Value Assumption Used

Convertible Note:

June 30, 2024

April 2022 Senior

Convertible Note:

June 30, 2024

March 2023 Senior

September 30, 2024

September 2022 Senior

Convertible Note:

June 30, 2024

value principal payable

rate of return

of common stock

September 30, 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

Convertible Note:

December 31, 2023

September 2022

Convertible Note:

December 31, 2023

March 2023 Senior

Lucid March 2023

Convertible Note:

December 31, 2023

value principal payable

rate of return

of common stock

Face value principal payable

Required rate of return

10.00 % - 10.50 %

10.00 % - 10.20 %

Conversion Price

Value of common stock

Expected term (years)

Risk free rate

4.54 % - 5.25 %

4.31 % - 4.96 %

Dividend yield

estimated fair values recognized utilized PAVmed’s and Lucid’s common stock prices, along with certain Level 3 inputs (as

9 unchanged sentences

of Outstanding Debt

Maturity Date

Interest Rate

Price per Share

Value Principal Outstanding

2022 Senior Convertible Note

March 2023 Senior Convertible Note

as of June 30, 2024

Maturity Date

Interest Rate

Contractual Maturity Date

Stated Interest Rate

Price per Share

Value Principal Outstanding

2022 Senior Convertible Note

March 2023 Senior Convertible Note

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:

Principal Outstanding

April 2022 Senior Convertible Note

April 4, 2025

September 2022 Senior Convertible Note

September 8, 2025

Balance as of September 30, 2024

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

April 2022 Senior Convertible Note

April 4, 2025

September 2022 Senior Convertible Note

September 8, 2025

Lucid March 2023 Senior Convertible Note

March 21, 2025

Balance as of December 31, 2023

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

of Changes in Fair Value of Debt

2022 Senior Convertible Note

March 2023 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Value - March 31, 2024

repayments – common stock

Non-installment

payments – common stock

in fair value

Value at June 30, 2024

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

2022 Senior Convertible Note

March 2023 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Value - December 31, 2023

repayments – common stock

Non-installment

payments – common stock

in fair value

Value at June 30, 2024

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

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Lucid March 2023 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair Value - June 30, 2024

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

Deconsolidation of Lucid Diagnostics

Change in fair value

Fair Value at September 30, 2024

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

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Lucid March 2023 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair Value - December 31, 2023

Installment repayments – common stock

Non-installment payments – common stock

Deconsolidation of Lucid Diagnostics

Change in fair value

Fair Value at September 30, 2024

Other Income (Expense) - Change in fair value – nine month period ended September 30, 2024

11 — 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

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

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Lucid March 2023 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair Value - June 30, 2023

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2023

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

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Lucid March 2023 Senior Convertible Note

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair 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

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2023

Fair Value - Ending of Period

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

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

- Senior Secured Convertible Notes

20 unchanged sentences

11 — Debt - continued

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

Company agreed to reduce temporarily, and the Investor 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

11 unchanged sentences

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

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

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

consideration of the covenant waiver and maturity extensions discussed above, the Company agreed to pay the holder of the notes $ 2,000

to time from and after September 1, 2024 through November 11, 2024, the Company was not in compliance with the Financial Tests.

As of November 11, 2024, the Investor agreed to waive any such non-compliance during such time period and thereafter through December 31, 2024.

consideration of a prior covenant waiver and maturity extension agreed to in March 2024, 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,

The covenant waiver and maturity extension fee was recognized

as debt modification expense on the Company’s unaudited condensed consolidated statement of operations, and is currently

included in accrued expenses and other current liabilities on the Company’s unaudited condensed consolidated balance sheets as

of September 30, 2024.

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

3 unchanged sentences

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.

The conversions

and cash paid resulted in debt extinguishment losses of $ 249

in the three and six month periods ended June

30, 2024, respectively.

the three and nine month periods ended September 30, 2024, approximately $ 455 and $ 1,435 , respectively, of principal repayments along

with approximately $ 55 and $ 143 , respectively, of interest expense thereon, were settled through the issuance of 509,942 and 1,084,366 ,

respectively, shares of common stock of the Company, with such shares having a fair value of approximately $ 907 and $ 2,002 , respectively,

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

during the three and nine month periods ended September 30, 2024, the Company agreed to pay $ 652 and $ 1,059 , 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.

As of September 30, 2024, approximately

$ 652 of acceleration floor payments owed to the holder are included in accrued expenses and other current liabilities on the Company’s

unaudited condensed consolidated balance sheets.

The conversions and floor acceleration payments resulted in debt extinguishment losses

of $ 1,050 and $ 1,501 in the three and nine month periods ended September 30, 2024, respectively.

Diagnostics - Senior Secured Convertible Note

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

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

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

The debt was issued in a registered direct offering under

Lucid’s effective shelf registration statement.

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

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

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

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

March 21, 2025 .

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

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

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

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

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

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

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

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

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

10 — Debt - continued

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

and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment

Date conversion price.

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

and the obligations

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

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

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

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

among other customary matters.

is subject to financial covenants requiring:

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

(ii) the ratio of (a) the

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

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

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

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

As of 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

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

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

The notes are also subject to certain provisions that may require

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

the three 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

the deconsolidation of Lucid, the Lucid March 2023 Senior Convertible Note is no longer reflected in the Company’s unaudited

condensed consolidated balance sheets.

See Note 4, Equity Method Investment , for additional information on the

deconsolidation of Lucid.

the period of January 1, 2024 through September 10, 2024, the date of Lucid’s deconsolidation, approximately $ 2,005 of principal

repayments along with approximately $ 787 of interest expense thereon, were settled through the issuance of 4,172,002 shares of common

stock of Lucid, with such shares having a fair value of approximately $ 3,801 (with such fair value measured as the respective conversion

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

The conversions resulted in debt extinguishment losses of $ 328 in the period

July 1, 2024 through September 10, 2024.

The conversions resulted in debt extinguishment losses of $ 1,009 in the period of January 1,

2024 through September 10, 2024.

the three and nine month periods ended September 30, 2024, the Company recognized debt extinguishment losses in total of

approximately $ 1,403

and $ 2,535 ,

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

respectively, in connection with the Company or Lucid (as applicable) issuing shares of its common stock for principal repayments on

convertible debt mentioned above.

During the three and nine month periods ended September 30, 2023, the Company recognized debt

extinguishment losses in total of approximately $ 1,764

and $ 3,032 ,

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

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 10, 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 79,321 shares available

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 June 30, 2024.

In January 2024, the number of shares available for grant

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

11 — Stock-Based Compensation - continued

for grant as of September 30, 2024.

The share reservation is not diminished by a total of 66,720 PAVmed stock options and restricted

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

In January 2024, the number of shares available for

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

Stock Options

1 unchanged sentence

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.

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Outstanding stock options at December 31, 2023

Outstanding stock options at September 30, 2024 (3)

Vested and exercisable stock options at September 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 September 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 price.

outstanding stock options presented in the table above are inclusive of 60,054 stock options

granted outside the PAVmed 2014 Equity Plan, as of September 30, 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

3 unchanged sentences

restricted stock awards having an aggregate fair value of approximately $ 0.7 million, which was measured using the respective grant date

quoted closing price per share of PAVmed Inc.

common stock, with the fair value recognized as stock-based compensation expense ratably

quoted closing price per share of PAVmed common stock, with the fair value recognized as stock-based compensation expense ratably

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

6 unchanged sentences

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

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Unvested restricted stock awards as of December 31, 2023

Unvested restricted stock awards as of September 30, 2024

12 — Stock-Based Compensation - continued

Diagnostics Inc.

9 unchanged sentences

compensation committee.

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

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 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

Please note that following the deconsolidation

of Lucid, the Lucid Diagnostics 2018 Long-Term Equity Plan is no longer reflected in the Company’s unaudited condensed consolidated

statements of operations.

Lucid continues

to be responsible for administering its equity plan.

See Note 4, Equity Method Investment , for additional information on the deconsolidation

of Lucid Diagnostics.

Diagnostics Stock Options

1 unchanged sentence

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 ,

Lucid granted 2,895,000 stock options under the Lucid Diagnostics Inc 2018 Equity

Plan with a weighted average exercise price of $ 1.25 .

Each option will vest

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

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Outstanding stock options at December 31, 2023

Outstanding stock options at September 10, 2024 (3)

Vested and exercisable stock options at September 10, 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 September 10, 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 September 10, 2024 and December

February 22, 2024, Lucid granted 2,895,000 stock options under the Lucid Diagnostics 2018 Equity Plan with a weighted average exercise

price of $ 1.25 .

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

Diagnostics Restricted Stock Awards

2 unchanged sentences

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

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Unvested restricted stock awards as of December 31, 2023

Unvested restricted stock awards as of September 10, 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

date quoted closing price per share of Lucid Diagnostics common stock, with the fair value recognized as stock-based compensation

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

3 unchanged sentences

period is not completed.

12 — Stock-Based Compensation - continued

Stock-Based Compensation Expense

consolidated stock-based compensation expense recognized by each of PAVmed and Lucid Diagnostics for both the PAVmed 2014 Equity Plan

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

indicated, was as follows:

consolidated stock-based compensation expense recognized by each of PAVmed and (through September 10, 2024, the date of

PAVmed’s deconsolidation of Lucid) Lucid Diagnostics for both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018

Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as

of Stock-Based Compensation Expense

and marketing expenses

and administrative expenses

and development expenses

stock-based compensation expense

11 — Stock-Based Compensation - continued

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenue

Sales and marketing expenses

General and administrative expenses

Research and development expenses

Total stock-based compensation expense

Compensation Expense Recognized by Lucid Diagnostics

noted, the consolidated stock-based compensation expense presented above is inclusive of stock-based compensation expense recognized

by Lucid Diagnostics, inclusive of each of:

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

of the intellectual property underlying the Amended CWRU License Agreement;

and stock options and restricted stock awards granted to

employees of PAVmed and non-employee consultants under the Lucid Diagnostics 2018 Equity Plan.

The stock-based compensation expense recognized

by Lucid Diagnostics for both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, with respect to stock options and

restricted stock awards as discussed above, for the periods indicated, was as follows:

by Lucid Diagnostics (through September 10, 2024, the date of PAVmed’s deconsolidation of Lucid) inclusive of each of:

options granted under the PAVmed 2014 Equity Plan to the three physician inventors of the intellectual property underlying the

Amended CWRU License Agreement;

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

consultants under the Lucid Diagnostics 2018 Equity Plan.

The stock-based compensation expense recognized by Lucid

Diagnostics (through September 10, 2024, the date of PAVmed’s deconsolidation of Lucid) for both the PAVmed 2014 Equity Plan

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

periods indicated, was as follows:

of Stock-Based Compensation Expense Recognized by Lucid Diagnostics

Diagnostics 2018 Equity Plan – cost of revenue

Diagnostics 2018 Equity Plan – sales and marketing

Diagnostics 2018 Equity Plan – general and administrative

Diagnostics 2018 Equity Plan – research and development

2014 Equity Plan - cost of revenue

2014 Equity Plan - sales and marketing

2014 Equity Plan - general and administrative

2014 Equity Plan - research and development

stock-based compensation expense – recognized by Lucid Diagnostics

stock-based compensation expense

Three Months Ended

September 30,

Nine Months Ended

September 30,

Lucid Diagnostics 2018 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

PAVmed 2014 Equity Plan - research and development

Total stock-based compensation expense – recognized by Lucid Diagnostics

Total stock-based compensation expense

consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock

options and restricted stock awards issued under each of the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, as discussed

above, is as follows:

options and restricted stock awards issued under the PAVmed 2014 Equity Plan, as discussed above, is as follows:

of Unrecognized Compensation Expense

Average Remaining Service Period (Years)

2014 Equity Plan

Diagnostics 2018 Equity Plan

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

PAVmed 2014 Equity Plan

Stock Options

Restricted Stock Awards

12 — 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 $ 1.47 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

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 $ 0.80 per share and $ 0.87 per share during the six month periods ended June 30,

estimated fair value of such stock options of $ 1.47 per share and $ 5.25 per share during the nine month periods ended September 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

Months Ended June 30,

term of stock options (in years)

stock price volatility

free interest rate

dividend yield

Nine Months Ended September 30,

Expected term of stock options (in years)

Expected stock price volatility

Risk free interest rate

Expected dividend yield

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

weighted average estimated fair value of such stock options of $ 0.79

per share and $ 0.88

per share during the nine month periods ended September 30, 2024 (through September 10, 2024, the date of PAVmed’s

consolidation of Lucid) and 2023, respectively, calculated using the following weighted average Black-Scholes valuation model

of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions

Nine Months Ended September 30,

Expected term of stock options (in years)

Expected stock price volatility

Risk free interest rate

Expected dividend yield

Employee Stock Purchase Plan (“PAVmed ESPP”)

1 unchanged sentence

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

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

of 12,590 shares of treasury stock.

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

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

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

in accordance with the evergreen provisions of the plan.

A total of 20,267 shares of common stock of the Company were purchased

for proceeds of approximately $ 76 on September 30, 2023 under the PAVmed ESPP.

The March 31, 2023 purchase was partially settled through

the redeployment of 12,590 shares of treasury stock.

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

of which 139,863 shares are available for issue as of September 30, 2024.

In January 2024, the number of shares available-for-issue was

increased by 166,667 in accordance with the evergreen provisions of the plan.

September 18, 2024, PAVmed’s compensation committee temporarily suspended any participation in the PAVmed ESPP.

Accordingly, no shares of common stock of the Company have been purchased under the PAVmed ESPP since March 31, 2024.

Diagnostics Inc.

2 unchanged sentences

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

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

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

In January 2024, the Lucid board authorized

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

A total 276,213 shares of common stock of Lucid Diagnostics were

purchased for proceeds of approximately $ 275 on September 30, 2023 under the Lucid ESPP.

13 — Preferred Stock

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.

of September 30, 2024 and December 31, 2023, there were 1,385,149 and 1,305,213 shares of PAVmed Series B Convertible Preferred Stock,

classified in permanent equity, issued and outstanding, respectively.

Series B Convertible Preferred Stock Dividends

17 unchanged sentences

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

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.

of operations, inclusive of $ 83 and $ 244 of such dividends earned in the three and nine month periods ended September 30, 2024, respectively;

and $ 77 and $ 226 of such dividends earned in the three and nine month periods ended September 30, 2023, respectively.

Series B Convertible Preferred Stock Dividends Declared

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.

the nine months ended September 30, 2024, the Company’s board of directors declared an aggregate of approximately $ 239 of Series

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

and $ 80 earned as of March 31, 2024;

earned as of June 30, 2024, with such dividends settled by the issue of an aggregate 79,936 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 31, 2024;

and 27,173 shares issued with respect to the dividends earned as of June 30,

the nine months ended September 30, 2023, the Company’s board of directors declared an aggregate of approximately $ 221 of Series

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

and $ 74 earned as of March 31, 2023;

earned as of June 30, 2023, with such dividends settled by the issue of an aggregate 73,842 additional shares of Series B Convertible

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

and 24,610 shares issued

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

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

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

dividend, earned as of September 30, 2024, of $ 83 , to be settled by the issue of 27,716 additional shares of Series B Convertible Preferred

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

21 unchanged sentences

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

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

March 7, 2024, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market

(“Nasdaq”) stating that, for the prior 30 consecutive business days (through March 6, 2024), the market value of the

Company’s listed securities 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 Company was provided 180 calendar days, or until September 3, 2024, to regain compliance with the rule.

did not regain compliance with the rule during the allotted time period.

Accordingly, on September 10, 2024, the Company received a staff

determination letter from the Nasdaq Listing Qualifications Department, stating that unless the Company timely requested a hearing before

a Nasdaq Hearings Panel (the “Panel”) to appeal the staff determination, the Company’s securities would be subject to

suspension and delisting.

The Company timely requested a hearing before the Panel, which was held on October 29, 2024.

November 8, 2024, the Panel granted the Company an extension, until January 31, 2025, to regain compliance with the Nasdaq continued

listing standards.

During the extension granted by the Panel, the Company’s

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

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

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

the nine months ended September 30, 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 11, Debt .

the nine months ended September 30, 2024, the Company sold 627,302

shares through their at-the-market equity facility

1 unchanged sentence

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 %

the nine months ended September 30, 2024, the Company issued 200,809 shares of common stock to vendors in exchange for $ 200 of agreed

upon services, which is included in general and administrative operating expenses on the Company’s unaudited condensed consolidated

statement of operations.

Distribution of Lucid Diagnostics Common Stock to Shareholders

12 unchanged sentences

Stock Purchase Warrants

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.

of September 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 nine months ended September 30, 2024.

15 — Noncontrolling Interest

2 unchanged sentences

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

September 30, 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 issuance through exchange - Series B and Series B-1

Lucid Diagnostics issuance through sale - Series B and Series B-1

Lucid 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

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

Deconsolidation of Lucid

NCI – equity - September 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.

stockholders’ equity as of September 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.

Diagnostics — Deconsolidation

of September 30, 2024, there were 51,597,718 shares

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

September 10, 2024, following preferred equity transactions completed by Lucid earlier in 2024 and the termination of voting proxies

entered into between PAVmed and certain shareholders of Lucid, PAVmed’s voting interest in the Company was reduced to less than 50.0%, resulting in the loss of a controlling

financial interest.

However, PAVmed retains the ability to exercise significant influence over Lucid.

Upon deconsolidation, the Company’s ownership of 31,302,444 shares of Lucid Diagnostics common

stock was valued at $25.1 million, which resulted in a gain on deconsolidation of $72.3 million in the accompanying unaudited

condensed consolidated statements of operations for the three and nine months ended September 30, 2024.

Lucid Diagnostics — Intercompany Obligation

Special Distribution

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

2 unchanged sentences

as of the record date noted above, 3,331,747 shares of Lucid Diagnostics common stock held by the Company.

Lucid Diagnostics — Convertible Preferred

Stock Offerings

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

9 unchanged sentences

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

15 — Noncontrolling Interest - continued

March 13, 2024, Lucid issued an additional 5,670 shares of Lucid Series A-1 Preferred Stock, for aggregate gross proceeds of $ 5.67 million.

12 unchanged sentences

or Lucid Series A-1 Preferred Stock remain outstanding.

14 — Noncontrolling Interest - continued

May 6, 2024, Lucid issued approximately 11,634 shares of newly designated Lucid Series B-1 Convertible Preferred Stock (the “Lucid

4 unchanged sentences

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

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

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

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

Preferred Stock (carrying value of $ 24,294 ), resulting in an excess of fair value of $ 7.5 million recognized as a deemed dividend charged

Diagnostics — Deemed 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 31,790

shares of Lucid Series B Convertible Preferred

Stock, with such fair value recognized as the carrying value of such issued shares of Lucid Series B Convertible Preferred Stock, as

compared to the carrying value of the extinguished Lucid Series A and Lucid Series A-1 Convertible Preferred Stock (carrying value of

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

1 unchanged sentence

of Net Loss Attributable to Common Stockholders

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)

Dividend Charged to Accumulated Deficit

15 — Net Loss Per Share

Net loss per share - attributable to PAVmed Inc.

- basic and diluted and Net loss per share - attributable to PAVmed Inc.

common stockholders

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

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

March 13, 2024

Fair Value - 31,790

shares of Lucid Series B Preferred Stock issued

Fair Value - 31,790

shares of Lucid Series B Preferred Stock issued in exchange for Lucid Series A and Lucid Series A-1 Preferred Stock

Carrying value related to Lucid Series A and Lucid Series A-1 Preferred

Stock Exchanged for Lucid Series B Preferred Stock (of 24,295

Deemed Dividend Charged to Accumulated Deficit

16 — Net Income (Loss) Per Share

Net income (loss) per share - attributable to PAVmed Inc.

- basic and diluted and Net income (loss) per share - attributable to PAVmed

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

of Comparison of Basic and Fully Diluted Net Loss Per Share

Three Months Ended

Six Months Ended

Net loss - before noncontrolling interest

Net loss attributable to noncontrolling interest

Net loss - as reported, attributable to PAVmed Inc.

September 30,

Nine Months Ended

September 30,

Net income (loss) - before noncontrolling interest

Net income (loss) attributable to noncontrolling interest

Net income (loss) - as reported, attributable to PAVmed Inc.

Series B Convertible Preferred Stock dividends – earned

Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests

Net loss attributable to PAVmed Inc.

common stockholders

Weighted average common shares outstanding, basic and diluted

Net loss per share (1)

Basic and diluted

Net loss attributable to PAVmed Inc.

common stockholders

Net income (loss) attributable to PAVmed Inc.

common stockholders used in basic EPS calculation

Fair Value Adjustment for diluted EPS calculation

Net income (loss) attributable to PAVmed Inc.

common stockholders used in dilutive EPS calculation

Weighted average common shares outstanding, basic

Weighted average common shares outstanding, diluted

Net income (loss) per

Net income (loss) per share attributable to PAVmed Inc.

stockholders, basic (1)

Net income (loss) per share attributable to PAVmed Inc.

stockholders, diluted (1)

(1) - Convertible preferred

Stock would potentially be considered a participating security under the two-class method of calculating net loss per share.

the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no

impact on the Company’s net loss per share calculation for the periods indicated.

stock and restricted stock awards would potentially be considered a participating security under the two-class method of calculating

net income (loss) per share.

For periods where losses are presented, such holders are not contractually obligated to share in the losses,

there is no impact on the Company’s net income (loss) per share calculation for the periods indicated.

common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would

5 unchanged sentences

of directors.

15 — Net Loss Per Share - continued

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.

The basic weighted average number of shares

of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding

includes such incremental shares.

However, as the Company was in a loss position for all years presented, basic and diluted weighted

average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

The common stock equivalents

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

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

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

The basic weighted average number

of shares of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares

outstanding includes such incremental shares.

However, as the Company was in a loss position for the three and nine month periods ended September 30, 2023, basic and diluted

weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

The common stock

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

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,

September 30,

Stock options

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 September 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