What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 1094 added, 1080 removed, 376 unchanged (85% of the section changed)

Financial Statements

and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except number of shares and per share

data - unaudited)

March 31, 2025

CONSOLIDATED BALANCE SHEETS

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

June 30, 2025

December 31, 2024

19 unchanged sentences

Authorized, 20,000,000 shares;

Series C Convertible Preferred Stock,

stated value $ 1,016 at March 31, 2025, and issued and outstanding of 1,969 shares at March 31, 2025 and no shares

issued and outstanding as of December 31, 2024

Series C Convertible Preferred Stock, stated value $ 1,037 at June 30, 2025, and issued and outstanding of 3,145 shares at June 30, 2025 and no shares issued and outstanding as of December 31, 2024

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.001

Authorized, 20,000,000

Series B Convertible Preferred Stock, par value $ 0.001 ,

issued and outstanding of 1,441,135

shares at March 31, 2025 and 1,412,865

shares at December 31, 2024

Authorized, 20,000,000 shares;

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding of 1,469,969 shares at June 30, 2025 and 1,412,865 shares at December 31, 2024

Preferred stock, $ 0.001

Authorized, 20,000,000 shares;

Series C Convertible Preferred Stock, stated value $ 1,016

at March 31, 2025, and issued and outstanding of 22,511 shares

at March 31, 2025 and no

shares issued and outstanding as of December 31, 2024

Series C Convertible Preferred Stock, stated value $ 1,037 at June 30, 2025, and issued and outstanding of 20,335 shares at June 30, 2025 and no shares issued and outstanding as of December 31, 2024

Preferred stock, value

1 unchanged sentence

Authorized, 250,000,000 shares (Note 13);

16,769,619 and 11,198,977 shares outstanding as of March 31, 2025 and December 31, 2024, respectively

20,142,463 and 11,198,977 shares outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

5 unchanged sentences

Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)

See accompanying notes to

the unaudited condensed consolidated financial statements.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except number of shares and per share

data - unaudited)

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended

Six Months Ended

Operating expenses:

33 unchanged sentences

Weighted average common shares outstanding, diluted

See accompanying notes to the unaudited condensed consolidated

financial statements.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

for the THREE MONTHS ENDED March 31, 2025

(in thousands, except number of shares and per share

data - unaudited)

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED June 30, 2025

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

Mezzanine Equity

5 unchanged sentences

Non controlling

Balance - December 31, 2024

Balance - March 31, 2025

$ ( 237,268 )

Dividends declared - Series B Convertible Preferred Stock

Issue common stock - PAVM ATM Facility

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Issuance - common stock private placement offering with pre-funded warrants and Veris Health common stock issuance, net of issuance costs

Issuance through debt exchange - Series C Convertible Preferred Stock, net of financing fees

Issuance through unsecured debt obligation cancellation - Series C Convertible Preferred Stock

Issuance - common stock - subsidiary, net of issuance costs

Conversions - Series C Convertible Preferred Stock

Initial reclassification of Series C Convertible Preferred Stock from permanent equity to Mezzanine Equity due to

partial redemption feature

Reclassification of Series C Convertible Preferred Stock to permanent equity from Mezzanine Equity due to increase

in stated value due to dividend capitalization

Initial reclassification of Series C Convertible Preferred Stock from permanent equity to Mezzanine Equity due to partial redemption feature

Reclassification of Series C Convertible Preferred Stock to permanent equity from Mezzanine Equity due to increase in stated value due to dividend capitalization

Dividends earned - Series C Convertible Preferred Stock

Deemed dividend on Series C Convertible Preferred Stock

Exercise Pre-funded warrants

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiaries

Deconsolidation of subsidiary

Stock-based compensation - subsidiary

Net income (loss)

Balance - June 30, 2025

$ ( 250,575 )

accompanying notes to the unaudited unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2025

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

Stockholders’ Equity (Deficit)

C Convertible Preferred Stock

B Convertible Preferred Stock

C Convertible Preferred Stock

Balance - December 31, 2024

$ ( 254,965 )

Dividends declared - Series

B Convertible Preferred Stock

Issue common stock - PAVM

Vest - restricted stock awards

Conversions - Senior Secured

Convertible Note

Impact of subsidiary equity

Issuance - vendor service

Issuance - common stock private

placement offering with pre-funded warrants and Veris Health common stock issuance, net of issuance costs

Issuance - common stock -

subsidiary, net of issuance costs

Issuance through debt exchange

- Series C Convertible Preferred Stock, net of financing fees

Issuance through unsecured

debt obligation cancellation - Series C Convertible Preferred Stock

Conversions - Series C Convertible

Preferred Stock

Initial reclassification of

Series C Convertible Preferred Stock from permanent equity to Mezzanine Equity due to partial redemption feature

Reclassification of Series

C Convertible Preferred Stock to permanent equity from Mezzanine Equity due to increase in stated value due to dividend capitalization

Dividends earned - Series

C Convertible Preferred Stock

Deemed dividend on Series

C Convertible Preferred Stock

Exercise Pre-funded warrants

Stock-based compensation -

Balance - June 30, 2025

$ ( 250,575 )

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 - unaudited)

Stockholders’ Equity (Deficit)

Series B Convertible Preferred Stock

Additional Paid-In

Non controlling

Balance - March 31, 2024

$ ( 309,723 )

See accompanying notes to the unaudited condensed consolidated

financial statements.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

for the THREE MONTHS ENDED March 31, 2024

(in thousands, except number of shares and per share

data - unaudited)

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

Issuance - subsidiary preferred stock (Series B-1)

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiary

Balance - June 30, 2024

$ ( 320,630 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2024

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

Stockholders’ Equity (Deficit)

7 unchanged sentences

Issue common stock - PAVM ATM Facility

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

4 unchanged sentences

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Issuance - subsidiary preferred stock (Series A-1)

6 unchanged sentences

Net Income (Loss)

Balance - March 31, 2024

Balance - June 30, 2024

$ ( 320,630 )

See accompanying notes to the unaudited condensed consolidated

financial statements.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except number of shares and per share

data - unaudited)

Three Months Ended March 31,

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Six Months Ended June 30,

Cash flows from operating activities

20 unchanged sentences

Proceeds – issue of common stock and pre-funded warrants

Proceeds – issue of common stock - subsidiary

Payment – financing costs – debt exchange

5 unchanged sentences

Net cash flows provided by financing activities

Net increase (decrease) in cash

Net increase in cash

Cash, beginning of period

Cash, end of period

See accompanying notes to the unaudited condensed consolidated

financial statements.

and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in these accompanying notes are presented

in thousands, except number of shares and per-share amounts.)

Note 1 — The Company

Description of the Business

or the “Company”) is structured to be a multi-product life sciences company organized to advance a pipeline of innovative

healthcare technologies.

Led by a team of highly skilled personnel with a track record of bringing innovative products to market, PAVmed

is focused on innovating, developing, acquiring, and commercializing novel products that target unmet medical needs with large addressable

market opportunities.

Leveraging our corporate structure—a parent company that will establish distinct subsidiaries for each financed

asset—we have the flexibility to raise capital at the PAVmed level to fund product development, or to structure financing directly

into each subsidiary in a manner tailored to the applicable product, the latter of which is our current strategy given prevailing market

Our current focus is multi-fold.

We continue to support the commercial expansion and execution of EsoGuard, which is the flagship product of our subsidiary Lucid Diagnostics

LUCD) (“Lucid” or “Lucid Diagnostics”), of which we remain the shareholder with the largest voting

In addition, through a separate majority-owned subsidiary, Veris Health (“Veris” or “Veris Health”),

we are focused in the immediate term on entering into strategic partnership opportunities with leading academic oncology systems to expand

access to the Veris Cancer Care Platform, while concurrently developing an implantable physiological monitor, designed to be implanted

alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform.

In terms of other existing products and technologies,

we have adopted an incubator-type platform where we are looking to obtain financing on a product-by-product basis as necessary to advance

each asset to a meaningful inflection point along its path to commercialization.

Finally, as resources permit, we will continue to explore

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

Note 2 — Liquidity and Going Concern

The Company’s management is

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

statements being issued.

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

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

within one year from the financial statement issuance date.

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

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

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

The Company has financed its operations

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

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

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

conducting clinical trials.

The Company generated less than $ 0.1 million of revenue for the three months ended March 31, 2025, and

the Company expects to continue to experience recurring losses and to generate negative cash flows from operating activities in the near

The Company realized net income

attributable to PAVmed common stockholders of approximately $ 17.7 million and had net cash flows used in operating activities of

approximately $ 1.6 million for the three months ended March 31, 2025.

As of March 31, 2025, the Company had negative working capital of

approximately $ 6.1 million, with such working capital inclusive of the Senior Secured Convertible Notes classified as a current liability

of an aggregate of approximately $ 6.6 million and approximately $ 2.7 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.

Note 3 — Summary of Significant Accounting

Significant Accounting Policies

The Company’s significant

accounting policies are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with

the SEC on March 24, 2025, except as otherwise noted herein below.

Basis of Presentation

The accompanying unaudited condensed

consolidated financial statements of PAVmed and those of its wholly owned subsidiaries and majority-owned subsidiaries 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

PAVmed accounts 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 14, 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.

As permitted under SEC rules, certain

footnotes or other financial information normally required by U.S.

accompanying notes to the unaudited condensed consolidated financial statements.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1 — The Company

of the Business

(“PAVmed” or the “Company”) is structured to be a multi-product life sciences company organized to advance

a pipeline of innovative healthcare technologies.

Led by a team of highly skilled personnel with a track record of bringing innovative

products to market, PAVmed is focused on innovating, developing, acquiring, and commercializing novel products that target unmet medical

needs with large addressable market opportunities.

Leveraging our corporate structure—a parent company that will establish distinct

subsidiaries for each financed asset—we have the flexibility to raise capital at the PAVmed level to fund product development,

or to structure financing directly into each subsidiary in a manner tailored to the applicable product, the latter of which is our current

strategy given prevailing market conditions.

current focus is multi-fold.

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

of our subsidiary Lucid Diagnostics Inc.

LUCD) (“Lucid” or “Lucid Diagnostics”), of which we remain

the shareholder with the largest voting interest.

In addition, through a separate majority-owned subsidiary, Veris Health (“Veris”

or “Veris Health”), we are focused in the immediate term on entering into strategic partnership opportunities with leading

academic oncology systems to expand access to the Veris Cancer Care Platform, while concurrently developing an implantable physiological

monitor, designed to be implanted alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform.

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

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

Finally, as resources

permit, we will continue to explore external innovations that fulfill our project selection criteria without limiting ourselves to any

target sector, specialty or condition.

2 — Liquidity and Going Concern

Company’s management is required to assess the Company’s ability to continue as a going concern for the one year period following

the date of the financial statements being issued.

In each reporting period, including interim periods, an entity is required to assess

conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will

not meet its financial obligations within one year from the financial statement issuance date.

Substantial doubt about an entity’s

ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity

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

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

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 less than $ 0.1 million of revenue for the three and

six months ended June 30, 2025, and the Company expects to continue to experience recurring losses and to generate negative cash flows

from operating activities in the near future.

Company realized net income attributable to PAVmed common stockholders of approximately $ 4.4

million and had net cash flows used in operating activities of approximately $ 2.8

million for the six months ended June 30, 2025.

As of June 30, 2025, the Company had a working capital deficiency of approximately

$ 5.0 million, with

such working capital inclusive of the Senior Secured Convertible Notes classified as a current liability of an aggregate of

approximately $ 6.8

million and approximately $ 4.0 million of

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 obligations.

These factors raise

substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited

condensed consolidated financial statements are issued.

3 — Summary of Significant Accounting Policies

Accounting Policies

Company’s significant accounting policies are as disclosed in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2024 as filed with the SEC on March 24, 2025, except as otherwise noted herein below.

of Presentation

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

subsidiaries entities have been prepared in accordance with accounting principles generally accepted in the United States of America

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.

PAVmed accounts 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 14, Noncontrolling Interest , for a discussion of each of the subsidiaries

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

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

GAAP have been condensed or omitted.

The balance sheet as of December

31, 2024 has been derived from audited consolidated financial statements at such date.

The accompanying unaudited condensed consolidated

financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the

opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the

Company’s unaudited condensed consolidated financial information.

The unaudited condensed consolidated

results of operations for the three months ended March 31, 2025 are not necessarily indicative of the consolidated results to be expected

for the year ending December 31, 2025 or for any other interim period or for any other future periods.

The accompanying unaudited condensed

consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with

the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2024

included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 24, 2025.

All amounts in the accompanying

unaudited condensed consolidated financial statements and the notes thereto are presented in thousands of dollars, if not otherwise noted

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

The 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.

Included in the Company’s

cash as of March 31, 2025 and December 31, 2024 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.

Use of Estimates

In preparing the unaudited condensed

consolidated financial statements in conformity with U.S.

GAAP, management is required to make estimates and assumptions that affect the

reported amounts of assets and the determination of corresponding carrying value reserve, if any, and liabilities and the disclosure of

contingent losses, as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenue

and expenses during the reporting period.

Significant estimates in these unaudited condensed consolidated financial statements include

those related to the estimated fair value of debt obligations, stock-based equity awards, and common stock purchase

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

the corresponding valuation allowance on deferred tax assets.

Additionally, management’s assessment of the Company’s ability

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

On an ongoing basis,

the Company evaluates its estimates and assumptions.

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

believed to be reasonable.

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

affected by changes in these estimates.

Note 3 — Summary of Significant Accounting

Policies - continued

Revenue Recognition

The balance sheet as of December 31, 2024 has been derived from audited consolidated financial statements at such date.

The accompanying

unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated

financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary

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, 2025 are not necessarily indicative

of the consolidated results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future

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

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

as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March

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

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 June 30, 2025 and December 31, 2024 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.

GAAP, management is required to make estimates

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

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

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

Significant estimates in these unaudited condensed

consolidated financial statements include those related to the estimated fair value of debt obligations, stock-based equity awards, and

common stock purchase warrants.

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

for income taxes and the corresponding valuation allowance on deferred tax assets.

Additionally, management’s assessment of the

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

On an ongoing basis, the Company evaluates its estimates and assumptions.

The Company bases its estimates on historical experience and

on various other assumptions believed to be reasonable.

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

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

3 — Summary of Significant Accounting Policies - continued

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

to collect in exchange for those services.

Until September 10, 2024, the date of deconsolidation of Lucid Diagnostics’ operations from the Company’s, the Company’s revenue was primarily generated by Lucid’s laboratory testing services

utilizing its EsoGuard Esophageal DNA tests.

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

healthcare provider.

Until September 10, 2024, the date of deconsolidation of Lucid Diagnostics’ operations

from the Company’s, the Company’s revenue was primarily generated by Lucid’s laboratory testing services utilizing

its EsoGuard Esophageal DNA tests.

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

insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal

To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from

Contracts with Customers, the Company performs the following five steps:

(1) identify the contract(s) with a customer, (2) identify the

performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations

in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

Presently, the Company’s revenue is primarily derived from the Veris Cancer Care Platform and contracts with

hospitals and cancer care centers.

Similarly, ASC 606 five-step principles are equally applicable in determining recognized revenues for

insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party

legal entity.

To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue

from Contracts with Customers, the Company performs the following five steps:

(1) identify the contract(s) with a customer, (2) identify

the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance

obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

Presently, the Company’s

revenue is primarily derived from the Veris Cancer Care Platform and contracts with hospitals and cancer care centers.

Similarly, ASC

606 five-step principles are equally applicable in determining recognized revenues for the period.

key aspects considered by the Company include the following:

Contracts —The

Company’s customer is primarily the patient, a hospital, or cancer care center, but the Company does not enter into a formal

reimbursement contract with a patient.

The Company establishes a contract with a patient in accordance with other customary business

practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the

laboratory for testing.

Patient payment terms are a function of a patient’s existing insurance benefits, including the impact of

coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts

established between the Company and payers.

However, when a patient is considered self-pay, the Company requires payment from the

patient prior to the commencement of the Company’s performance obligations.

The Company’s consideration can be deemed

variable or fixed depending on the structure of specific payer contracts, and the Company considers collection of such consideration

to be probable to the extent that it is unconstrained.

Company’s customer is primarily the patient, a hospital, or cancer care center, but the Company does not enter into a formal reimbursement

contract with a patient.

The Company establishes a contract with a patient in accordance with other customary business practices, which

is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing.

payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center

for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers.

The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer

contracts, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained.

obligations —A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods

8 unchanged sentences

consideration expected to be collected from a contract with a customer may include fixed amounts, variable amounts, or both.

If the consideration derived from

the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for

the promised goods or services.

The Company limits the amount of variable consideration included in the transaction price to the unconstrained

portion of such consideration.

In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject

to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds

is subsequently resolved.

When the Company does not have significant

historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result

in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider.

As such, the Company

recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained

or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved.

Differences between original estimates

and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change

in estimate recognized in the period of such revised estimate.

With respect to a contracted service arrangement, the fixed consideration

revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed

probable based upon actual historical experience.

the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it

will be entitled in exchange for the promised goods or services.

The Company limits the amount of variable consideration included in

the transaction price to the unconstrained portion of such consideration.

In other words, the Company recognizes revenue up to the amount

of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated

with the additional payments or refunds is subsequently resolved.

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

of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare

As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until

additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved.

Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected

variable consideration, with the change in estimate recognized in the period of such revised estimate.

With respect to a contracted service

arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization

of such fixed consideration deemed probable based upon actual historical experience.

transaction price —The transaction price is allocated entirely to the performance obligation contained within the contract with

2 unchanged sentences

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

Note 3 — Summary of Significant Accounting

Policies - continued

Equity Method Investments

Businesses 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.

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

and through the period ended March 31, 2025.

Fair Value Option (“FVO”) Election

Under a Securities Purchase Agreement

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

2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September

2022 Senior Convertible Note”, which are accounted under the “fair value option election” as discussed below.

Under a Securities Purchase Agreement

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

March 2023 Senior Convertible Note”, which is accounted under the “fair value option election”, through September 10,

2024, the date of Lucid’s deconsolidation from PAVmed’s results of operations, as discussed below.

Under Financial Accounting Standards

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

815”), a financial instrument containing embedded features and/or options may be required to be bifurcated from the financial instrument

host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or liability initially measured at

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

balance sheet date.

Alternatively, FASB ASC Topic 825,

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

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

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

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

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

The estimated fair value adjustment of the April 2022

Senior Convertible Note, the September 2022 Senior Convertible Note and (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).

See Note 9, Financial Instruments

Fair Value Measurements , with respect to the FVO election;

and Note 10, Debt , for a discussion of the April 2022 Senior Convertible

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

From 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.

Shares of 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.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued

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

enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide for enhanced income

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

ASU 2023-09 is effective for the

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

10, 2024, and through the period ended June 30, 2025.

Value Option (“FVO”) Election

a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022,

referred to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8,

2022, as amended from time to time, referred to herein as the “September 2022 Senior Convertible Note”, which are

accounted under the “fair value option election” as discussed below.

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

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

election”, 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

and Hedging , (“ASC 815”), a financial instrument containing embedded features and/or options may be required to be bifurcated

from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or

liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair

value as of each reporting period balance sheet date.

Alternatively,

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

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

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

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

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

The estimated fair value adjustment of the

April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and (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 9, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 10, Debt , for a discussion

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

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.

Shares of 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.

Adopted Accounting Pronouncements

December 2023, the FASB issued ASU No.

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

which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide

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

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

Early adoption is permitted.

The guidance was adopted by

the Company effective January 1, 2025, on a prospective basis.

The Company does not expect the standard

to have a significant impact on its consolidated financial statements in the 2025 Annual Report on Form 10-K.

Recent Accounting Standards Updates

Not Yet Adopted

In November 2024, the FASB issued

2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

guidance was adopted by the Company effective January 1, 2025, on a prospective basis.

does not expect the standard to have a significant impact on its consolidated financial statements in the 2025 Annual Report on Form

3 — Summary of Significant Accounting Policies - continued

Accounting Standards Updates Not Yet Adopted

November 2024, the FASB issued ASU No.

2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This update enhances financial statement disclosures by requiring public business entities

to disclose specified information about certain costs and expenses including the amounts of (a) purchases of inventory, (b) employee compensation,

The update also requires disclosure

of certain amounts that are already required to be disclosed under current GAAP, disclosure of a qualitative description of the amounts

remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling

expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments in this update may be applied

either prospectively or retrospectively and are effective for annual reporting periods beginning after December 15, 2026, and interim

reporting periods beginning after December 15, 2027.

This update enhances financial statement disclosures by requiring

public business entities to disclose specified information about certain costs and expenses including the amounts of (a) purchases of

inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption.

The update also requires disclosure of certain amounts that are already required to be disclosed under current GAAP, disclosure of a

qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and

disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments in this update may be applied either prospectively or retrospectively and are effective for annual reporting periods beginning

after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the potential impact

of this guidance on its unaudited condensed consolidated financial statements.

The Company is

currently evaluating the potential impact of this guidance on its unaudited condensed consolidated financial statements.

October 2023, the FASB issued ASU No.

2 unchanged sentences

Update and Simplification Initiative.

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

Standards Codification to conform with certain SEC amendments in Release No.

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

Accounting Standards Codification to conform with certain SEC amendments in Release No.

33-10532, Disclosure Update and Simplification.

The amendments

in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal

of that related disclosure from Regulation S-X or S-K becomes effective.

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

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

The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the

SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective.

However, if the SEC has not removed the

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

Early adoption is prohibited.

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

Note 4 — Equity Method Investment

After 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.

The following presents summarized

financial information related to Lucid accounted for under the equity method as of March 31, 2025.

This aggregate information has been

compiled from the financial statements of Lucid.

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

financial statements and disclosures.

4 — Equity Method Investment

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.

following presents summarized financial information related to Lucid accounted for under the equity method as of June 30, 2025.

aggregate information has been compiled from the financial statements of Lucid.

of Aggregate Information From the Financial Statements

March 31, 2025

June 30, 2025

Other current assets

2 unchanged sentences

Non-current liabilities

Shareholders’ deficit

Total liabilities and stockholders’ deficit

Shareholders’ equity

Total liabilities and stockholders’ equity

Three Months ended

March 31, 2025

Net income (loss)

Lucid was consolidated and included

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

The amounts from September 11, 2024

through December 31, 2024 were not included in PAVmed’s consolidated results.

March 31, 2025 and December 31, 2024, the fair value of the Company’s investment in Lucid was $ 46.6

June 30, 2025

Six Months ended

June 30, 2025

Net income (loss) attributable to common stockholders

June 30, 2025 and December 31, 2024, the fair value of the Company’s investment in Lucid was $ 36.0

million and $ 25.6

million, respectively, with the Company recognizing an unrealized gain on its investment in Lucid of $ 21.0

million in the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2025.

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

stock per share on March 31, 2025 and December 31, 2024 of $ 1.49

million, respectively.

The Company recognized an unrealized loss on its investment in Lucid of $ 10.6 million and an unrealized gain

on its investment in Lucid of $ 10.4

million in the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30,

2025, respectively.

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

Lucid’s common stock per share on June 30, 2025 and December 31, 2024 of $ 1.15

and $ 0.819 ,

respectively.

At March 31, 2025 and December 31, 2024, PAVmed held approximately 31 %

At June 30, 2025 and December 31, 2024, PAVmed held approximately 27.1 %

respectively, of Lucid’s common stock voting interest.

Lucid - Management Services Agreement

4 — Equity Method Investment - continued

- 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

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 to the MSA.

Under this amendment, the monthly fee due to the Company from Lucid was increased from

effective July 1, 2024.

During the period following the deconsolidation of Lucid from the Company’s results of operations,

i.e., from September 11, 2024 through December 31, 2024, MSA fee income was $ 3,850 .

During the three months ended March 31, 2025, the MSA fee income was $ 3,150 .

In connection with the Exchange, the September 2022

Senior Convertible Note was amended to provide that MSA Fees will be paid in cash, and that the Company will be required to set aside

50% of such payments received after January 31, 2025, unless certain conditions are met (the “MSA Reserve Requirement”).

of February 18, 2025, the Company and the holder entered into a waiver, pursuant to which, among other things, the holder agreed to waive

the MSA Reserve Requirement through March 31, 2025.

Note 5 — Revenue from Contracts with Customers

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 monthly fee due to the Company from Lucid is $ 1,050 .

During the three and six months ended June 30, 2025, the MSA fee income was $ 3,150 and $ 6,300 , respectively.

connection with the Exchange, the September 2022 Senior Convertible Note was amended to provide that MSA Fees will be paid in cash, and

that the Company will be required to set aside 50% of such payments received after January 31, 2025, unless certain conditions are met

(the “MSA Reserve Requirement”).

However, the Company and the holder have entered into a waiver, pursuant to which,

among other things, the holder agreed to waive the MSA Reserve Requirement through September 30, 2025.

5 — Revenue from Contracts with Customers

Company recognized less than $ 0.1 million in each of the three and six months ended June 30, 2025, in each case from subscription

revenue derived from its Veris Health Cancer Care Platform.

In addition, the Company’s revenue for the three and six months ended

June 30, 2024 was $ 979 and $ 1,989 , respectively, primarily resulting from the delivery of patient EsoGuard test results.

Revenue recognized

Company recognized less than $ 0.1

million in each of the three months ended March 31, 2025 and 2024, in each case from subscription revenue derived from its Veris

Health Cancer Care Platform.

In addition, the Company’s revenue for the three months ended March 31, 2024 was $ 1,010 ,

primarily resulting from the delivery of patient EsoGuard test results.

Revenue recognized from customer contracts deemed to include

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

Cost of Revenue

Until September 10, 2024, the date of deconsolidation of Lucid Diagnostics from PAVmed’s consolidated results,

the cost of revenues principally

from customer contracts deemed to include a variable consideration transaction price is limited to the unconstrained portion of the variable

consideration.

September 10, 2024, the date of deconsolidation of Lucid Diagnostics from PAVmed’s consolidated results, the 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.

Presently, cost of revenues of $ 36 are principally from amounts incurred

in the delivery of patient services including web hosting costs, patient devices, and compensation costs.

Company recognized less than $ 0.1 million in each of the three months ended March 31, 2025 and 2024, in each case from costs associated

subscription revenue.

The Company’s cost of revenue for the three months ended March 31, 2024 was $ 1,744 ,

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

Note 6 — Prepaid Expenses, Deposits, and Other Current Assets

Prepaid expenses and other current assets consisted of

the following as of:

Presently, cost of revenues

of $ 41 and $ 78 for the three and six months ended June 30, 2025, respectively, are principally from amounts incurred in the delivery

of patient services including web hosting costs, patient devices, and compensation costs.

Company’s cost of revenue for the three and six months ended June 30, 2025 was less than $ 0.1 million, primarily associated

with Veris subscription revenue.

The Company’s cost of revenue for the three and six months ended June 30, 2024 was $ 1,666

and $ 3,411 , respectively, primarily related

to costs for our laboratory operations and EsoCheck device supplies.

6 — Prepaid Expenses, Deposits, and Other Current Assets

expenses and other current assets consisted of the following as of:

of Prepaid Expenses and Other Current Assets

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

Total prepaid expenses, deposits and other current assets

Note 7 — Leases

The Company’s future lease

payments as of March 31, 2025, 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:

Company’s future lease payments as of June 30, 2025, 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:

Schedule of Future Minimum Lease Payments for Operating Leases

3 unchanged sentences

Present value of lease liabilities

Note 7 — Leases - continued

Supplemental disclosure of cash

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

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

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

4 unchanged sentences

Weighted-average discount rate - operating leases

of March 31, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases were $ 2,379

and $ 2,500 , respectively, which are

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

As of March 31, 2025 and December

31, 2024, the Company had outstanding operating lease obligations of $ 2,638

and $ 2,760 , respectively, of which $ 528

and $ 513 , respectively, are reported

in operating lease liabilities, current portion and $ 2,110

and $ 2,247 , respectively, are reported

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

calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the financing

of June 30, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases were $ 2,256 and $ 2,500 , respectively,

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

As of June 30, 2025

and December 31, 2024, the Company had outstanding operating lease obligations of $ 2,510 and $ 2,760 , respectively, of which $ 542 and

$ 513 , respectively, are reported in operating lease liabilities, current portion and $ 1,968 and $ 2,247 , respectively, are reported in

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

calculates its incremental borrowing rates for specific lease terms, as a function of the financing

terms the Company would likely receive on the open market.

Note 8 — Commitment and Contingencies

Other Matters

In the ordinary course of PAVmed

business, particularly as it begins commercialization of its products, the Company may be subject to certain other legal actions and claims,

including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time.

The Company is not

aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company.

Notwithstanding,

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

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

results of operations, and /or cash flows.

Additionally, although the Company has specific insurance for certain potential risks, the

Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s

8 — Commitment and Contingencies

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

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

time to time.

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

on the Company.

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

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

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

Note 9 — Financial Instruments Fair Value

Recurring Fair Value Measurements

The fair value hierarchy table for

the periods indicated is as follows:

Additionally, although the Company has specific insurance for

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

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

9 — Financial Instruments Fair Value Measurements

Fair Value Measurements

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

Schedule 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

March 31, 2025

Fair Value Measurement on a Recurring Basis at Reporting

June 30, 2025

Investment in Lucid Diagnostics, Inc common stock

2 unchanged sentences

Total liabilities at fair value

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

December 31, 2024

4 unchanged sentences

Total liabilities at fair value

1 There were no transfers between the respective Levels during the period ended March 31, 2025.

As discussed in Note 10, Debt ,

the Company issued Senior Secured Convertible Notes dated April 4, 2022 and September 8, 2022, with an initial $ 27.5 million face value

principal (“April 2022 Senior Convertible Note”) and an initial $ 11.25 million face value principal (“September 2022

Senior Convertible Note”), respectively.

Both convertible notes are 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.

As discussed in Note 10, Debt,

Lucid Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023, with an initial $ 11.1 million face value principal

(“Lucid March 2023 Senior Convertible Note”).

From and after September 10, 2024, the

date of Lucid’s deconsolidation from PAVmed’s results 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.

The estimated fair value of the

financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs.

gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable

(e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs.

Note 9 — Financial Instruments Fair Value

Measurements - continued

The estimated fair value of the

September 2022 Senior Convertible Note as of March 31, 2025 and the estimated fair value of the April 2022 Senior Convertible Note and

the September 2022 Senior Convertible Note as of December 31, 2024, were computed using a Monte Carlo simulation of the present value

of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions:

Schedule of Fair Value Assumption Used

September 2022 Senior

1 There were no transfers

between the respective Levels during the period ended June 30, 2025.

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

an initial $ 27.5 million face value principal (“April 2022 Senior Convertible Note”) and an initial $ 11.25 million face value

principal (as amended from time to time, “September 2022 Senior Convertible Note”), respectively.

Both convertible notes are 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.

Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023, with an initial $ 11.1

million face value principal (“Lucid March 2023 Senior

Convertible Note”).

March 31, 2025

From and after September 10, 2024, the date of Lucid’s deconsolidation

from PAVmed’s results 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

and unobservable inputs.

Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair

value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-

dated volatilities) inputs.

9 — Financial Instruments Fair Value Measurements - continued

estimated fair value of the September 2022 Senior Convertible Note as of June 30, 2025 and the estimated fair value of the April 2022

Senior Convertible Note and the September 2022 Senior Convertible Note as of December 31, 2024, were computed using a Monte Carlo simulation

of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions:

Schedule of Fair Value Assumption Used

September 2022 Senior Convertible Note:

June 30, 2025

Face value principal payable

5 unchanged sentences

Dividend yield

April 2022 Senior

Convertible Note:

April 2022 Senior Convertible Note:

December 31, 2024

September 2022 Senior

Convertible Note:

September 2022 Senior Convertible Note:

December 31, 2024

7 unchanged sentences

Dividend yield

estimated fair values recognized utilized PAVmed’s common stock price, along with certain Level 3 inputs (as presented in the

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

valuation models.

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

analyses, including the respective common stock prices, as compared to the floor price on conversions, the dividend yields, the

risk-free rates based on U.S.

Treasury security yields, and certain other Level-3 inputs including, probability weighting on the

likelihood as of December 31, 2024 of shareholder approval of the then-pending exchange of the April 2022 Senior Convertible Note

and a portion of the September 2022 Senior Convertible Note for shares of the Company’s Series C Preferred Stock

(which exchange was approved and consummated in January 2025), assumptions regarding the estimated volatility in the value of the

respective common stock prices.

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

Note 10 — Debt

The fair value and face value principal

outstanding of the Senior Convertible Notes as of the dates indicated are as follows:

estimated fair values recognized utilized PAVmed’s common stock price, along with certain Level 3 inputs (as presented in the respective

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

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

common stock prices, as compared to the floor price on conversions, the dividend yields, the risk-free rates based on U.S.

Treasury security

yields, and certain other Level-3 inputs including, probability weighting on the likelihood as of December 31, 2024 of shareholder approval

of the then-pending exchange of the April 2022 Senior Convertible Note and a portion of the September 2022 Senior Convertible Note for

shares of the Company’s Series C Preferred Stock (which exchange was approved and consummated in January 2025), assumptions regarding

the estimated volatility in the value of the respective common stock prices.

Changes in these assumptions can materially affect the recognized

estimated fair values.

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

Summary of Outstanding Debt

1 unchanged sentence

Stated Interest Rate

Conversion Price

Price per Share

Principal Outstanding

September 2022 Senior Convertible Note

Balance as of March 31, 2025

December 31, 2025

Balance as of June 30, 2025

Maturity Date

Stated Interest Rate

Conversion Price

Price per Share

Principal Outstanding

4 unchanged sentences

Balance as of December 31, 2024

The changes in the fair value of debt during the three

months ended March 31, 2025 is as follows:

changes in the fair value of debt during the three and six months ended June 30, 2025 is as follows:

Schedule of Changes in Fair Value of Debt

Convertible Note

September 2022

Convertible Note

Sum of Balance

Sheet Fair Value

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 - March 31, 2025

Installment repayments – common stock

Non-installment payments – common stock

Principal paydown through exchange

Non-installment payment through exchange

Change in fair value

Fair Value at June 30, 2025

Other Income (Expense) - Change in fair value – three month period ended June 30, 2025

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Sum of Balance Sheet Fair

Value Components

Other Income (expense)

Fair Value - December 31, 2024

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

3 unchanged sentences

Change in fair value

Fair Value at March 31, 2025

Other Income (Expense) - Change in fair value – three months ended March 31, 2025

The changes in the fair value of debt during the three

months ended March 31, 2024 is as follows:

Convertible Note

September 2022

Convertible Note

Lucid March 2023

Convertible Note

Balance Sheet

Fair Value at June 30, 2025

Other Income (Expense) - Change in fair value – six months ended June 30, 2025

10 — Debt - continued

changes in the fair value of debt during the three and six months ended June 30, 2024 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 - March 31, 2024

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at June 30, 2024

Other Income (Expense) - Change in fair value – three months 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 - December 31, 2023

3 unchanged sentences

Change in fair value

Fair Value at March 31, 2024

Fair Value at June 30, 2024

Fair Value - Ending of Period

Other Income (Expense) - Change in fair value – three months ended March 31, 2024

Note 10 — Debt - continued

PAVmed - Senior Secured Convertible Notes

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

10 — Debt - continued

- Senior Secured Convertible Notes

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

Note”, with such note having a $ 27.5

million face value principal, a 7.875 %

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

per share of the Company’s common stock (subject to standard adjustments in the event of any stock split, stock dividend,

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

4, 2024 , which maturity

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

On November 15, 2024, the Company entered into an Exchange

Agreement (the “Debt Exchange Agreement”) with the holder of the April 2022 Senior Convertible Note and the September

2022 Senior Convertible Note (as defined below).

As described below, the April 2022 Senior Convertible Note was satisfied in full in

connection with the consummation in January 2025 of the transactions contemplated by the Debt Exchange Agreement.

million face value principal.

On November 15, 2024, the Company

entered into an Exchange Agreement (the “Debt Exchange Agreement”) with the holder of the April 2022 Senior Convertible Note

and the September 2022 Senior Convertible Note (as defined below).

As described below, the April 2022 Senior Convertible Note was satisfied

in full in connection with the consummation in January 2025 of the transactions contemplated by the Debt Exchange Agreement.

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

2 unchanged sentences

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

per share (which conversion price, in connection with the Exchange, was reduced to $ 1.068 per share as of January 17, 2025) of the

Company’s common stock (subject to standard adjustments in the event of any stock split, stock dividend, stock combination,

recapitalization or other similar transaction), and a contractual maturity date of September

6, 2024 , which maturity

date has been extended to December 31, 2025.

The September 2022 Senior Convertible Note may be

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

The Company is subject to financial

covenants requiring:

per share (which conversion price, in connection with the Exchange,

was reduced to $ 1.068

per share as of January 17, 2025) of the Company’s common

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

Company is subject to financial covenants requiring:

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

(ii) the ratio of (a) the outstanding principal amount

of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the

Company’s average market capitalization over the prior ten trading days, to not exceed 30% (the “Debt to Market Cap Ratio

and (iii) the Company’s market capitalization to at no time be less than $75 million (the “Market Cap Test”

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

From time to time from and after September 1,

2024 through November 11, 2024, the Company was not in compliance with the Financial Tests.

As of November 1, 2024, the Investor agreed

to waive any such non-compliance during such time period and thereafter through December 31, 2024, which period the Investor agreed to extend, as of January 17, 2025 in connection with

the consummation of the Exchange, through December 31, 2025.

April 2022 Senior Convertible Note (until its satisfaction in full in connection with the Exchange) and September 2022 Senior

Convertible Note installment payments may be made in shares of PAVmed common stock at a conversion price that is the lower of the

contractual conversion price and 82.5 %

of the two lowest VWAPs during the last 10 trading days preceding the date of conversion, subject to a conversion price floor of

(which floor price, in connection with the Exchange, was reduced to $ 0.2136 per share as of January 17, 2025).

The notes are also subject to certain provisions that may require redemption upon the occurrence of certain events, including an

event of default, a change of control, or certain equity issuances.

As of March 31, 2025, there were no further installment payments due under the September 2022 Convertible Note.

In the three months ended March

31, 2025, approximately $ 176 , of principal repayments along with approximately $ 26 of interest expense thereon, were settled through the

issuance of 401,303 , shares of common stock of the Company, with such shares having a fair value of approximately $ 260 , (with such fair

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

The conversions resulted in

debt extinguishment losses of $ 58 in the three months ended March 31, 2025.

On December 31, 2024, the 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 the last 10 trading

days preceding the date of conversion, subject to a conversion floor price of $ 0.40 , during the period from December 31, 2024 through

January 15, 2025;

provided that the aggregate amount of conversions under the April 2022 Senior Convertible Note and the September 2022

Senior Convertible Note during such period at such price could not exceed 3 million shares.

Note 10 — Debt - continued

Debt Exchange Agreement

(ii) the ratio of

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

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

“Debt to Market Cap Ratio Test”);

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

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

The Investor agreed to waive any such non-compliance in connection with the consummation of the Exchange, through December

the six months ended June 30, 2025, approximately $ 176 , of principal repayments along with approximately $ 26 of interest expense thereon,

were settled through the issuance of 401,303 , shares of common stock of the Company, with such shares having a fair value of approximately

$ 260 , (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

conversions resulted in debt extinguishment losses of $ 58 in the six months ended June 30, 2025.

The average conversion price of $ 0.50 per share reflected a temporary price

reduction consented to by the board of directors in accordance with the underlying debt agreements.

Exchange Agreement

November 15, 2024, the Company entered into the Debt Exchange Agreement with the holder of the April 2022 Senior Convertible Note and

the September 2022 Senior Convertible Note.

The Debt Exchange Agreement provided for the exchange of $ 22.3 million in principal amount

of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note and interest thereon for 22,347 shares of Series

C Convertible Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), of the Company.

January 17, 2025, the parties consummated the transactions contemplated by the Debt Exchange Agreement.

Following consummation of the

transactions contemplated by the Debt Exchange Agreement, the April 2022 Senior Convertible Note was satisfied in full, and the outstanding

principal balance of the remaining September 2022 Senior Convertible Note was approximately $ 6.6 million.

On November 20, 2024, the Company

entered into the Debt Exchange Agreement with the holder of the April

entered into a Securities Purchase Agreement (the “Series C Securities Purchase Agreement”) with the Holder of the April 2022

Senior Convertible Note and the September 2022 Senior Convertible Note.

The Debt Exchange Agreement provided for the exchange of

$ 22.3 million in principal amount of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note and interest

thereon for 22,347 shares of Series C Convertible Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”),

of the Company.

November 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series C Securities Purchase Agreement”)

with the Holder.

The Series C Securities Purchase Agreement provided for the purchase of 2,653 shares of Series C Preferred Stock at

a price of $ 1,000 per share, with the purchase price to be satisfied through the cancellation of $ 2.6 million of certain unsecured debt

obligations owed by the Company to the Holder (the “Purchase”).

On January 24, 2025, after satisfaction of all conditions

to closing, the parties consummated the Purchase.

January 17, 2025, the parties consummated the transactions contemplated by the Debt Exchange Agreement.

Following consummation of

the transactions contemplated by the Debt Exchange Agreement, the April 2022 Senior Convertible Note was satisfied in full, and the

outstanding principal balance of the remaining September 2022 Senior Convertible Note was approximately $ 6.6 million.

Under the Debt Exchange Agreement discussed above, effective as of consummation on the Exchange as of January 17,

2025, the Company also agreed to certain amendments and modifications to the September 2022 Convertible Note, including, without limitation,

that the conversion price thereunder was reset to $ 1.068 ;

The Series C Securities Purchase Agreement provided for the purchase

of 2,653 shares of Series C Preferred Stock at a price of $ 1,000 per share, with the purchase price to be satisfied through the cancellation

of $ 2.6 million of certain unsecured debt obligations owed by the Company to the holder (the “Purchase”).

On January 24, 2025,

after satisfaction of all conditions to closing, the parties consummated the Purchase.

10 — Debt - continued

the Debt Exchange Agreement discussed above, effective as of consummation on the Exchange as of January 17, 2025, the Company also agreed

to certain amendments and modifications to the September 2022 Convertible Note, including, without limitation, that the conversion price

thereunder was reset to $ 1.068 ;

that the maturity date was extended to December 31, 2025;

that any change of

control or disposition by the Company of its shares of Lucid common stock would require the prior written consent of the Required Holders

(as defined in the September 2022 Convertible Note);

certain other terms and conditions regarding payments under the MSA and the application

of the same (including that all MSA payments from Lucid must be made in cash);

that the Company waives its right to redeem the September

2022 Convertible Note so long as any shares of Series C Preferred Stock are outstanding;

that the Holder waives, until December 31, 2025,

the financial covenants under the September 2022 Convertible Note requiring that (i) the amount of the Company’s available cash

equal or exceed $ 8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the September 2022 Convertible Note,

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

the prior ten trading days, not exceed 30%, and (iii) that the Company’s market capitalization shall at no time be less than $ 75

and that so long as any shares of Series C Preferred Stock remain outstanding, the Holder will be entitled to exchange all, or

any portion, of the September 2022 Convertible Note (including any interest that would accrue thereon through the maturity date thereof)

into shares of Lucid common stock held by the Company, at an exchange price per share of Lucid common stock equal to $ 0.85 per share (as

adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events), subject to certain beneficial ownership

Lucid Diagnostics - Senior Secured Convertible

that any change of control or disposition by

the Company of its shares of Lucid common stock would require the prior written consent of the Required Holders (as defined in the September

2022 Convertible Note);

certain other terms and conditions regarding payments under the MSA and the application of the same (including

that all MSA payments from Lucid must be made in cash);

that the Company waives its right to redeem the September 2022 Convertible Note

so long as any shares of Series C Preferred Stock are outstanding;

that the Holder waives, until December 31, 2025, the financial covenants

under the September 2022 Convertible Note requiring that (i) the amount of the Company’s available cash equal or exceed $ 8.0 million

at all times, (ii) the ratio of (a) the outstanding principal amount of the September 2022 Convertible Note, accrued and unpaid interest

thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days,

not exceed 30%, and (iii) that the Company’s market capitalization shall at no time be less than $ 75 million;

and that so long

as any shares of Series C Preferred Stock remain outstanding, the Holder will be entitled to exchange all, or any portion, of the September

2022 Convertible Note (including any interest that would accrue thereon through the maturity date thereof) into shares of Lucid common

stock held by the Company, at an exchange price per share of Lucid common stock equal to $ 0.85 per share (as adjusted for stock splits,

stock dividends, stock combinations, recapitalizations and similar events), subject to certain beneficial ownership limitations.

Diagnostics - Senior Secured Convertible Note

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

balance sheets.

During the three months ended March

31, 2025, the Company recognized debt extinguishment losses in total of approximately $ 58 , in connection with the Company issuing shares

of its common stock for principal repayments on convertible debt mentioned above.

During the three months ended March 31, 2024, the Company

recognized debt extinguishment losses in total of approximately $ 369 , in connection with the Company or Lucid (as applicable) issuing

shares of its common stock for principal repayments on convertible debt mentioned above.

See Note 9, Financial Instruments

Fair Value Measurements , for a further discussion of fair value assumptions.

Note 11 — Stock-Based Compensation

the three and six months ended June 30, 2024, the Company recognized debt extinguishment losses in total of approximately $ 763 and $ 1,132 , respectively ,

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

debt mentioned above.

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

11 — Stock-Based Compensation

2014 Long-Term Incentive Equity Plan

The PAVmed Inc.

2014 Long-Term Incentive

Equity Plan (the “PAVmed 2014 Equity Plan”) is designed to enable PAVmed to offer employees, officers, directors, and consultants,

as defined, an opportunity to acquire shares of common stock of PAVmed.

The types of awards that may be granted under the PAVmed 2014

Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under

applicable law.

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

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

The types of awards that

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

awards subject to limitations under applicable law.

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

A total of 2,412,140 shares of common

stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 1,314,633 shares available for grant as of March 31,

The share reservation is not diminished by a total of 61,146 PAVmed stock options and restricted stock awards granted outside the

PAVmed 2014 Equity Plan as of March 31, 2025.

In January 2025, the number of shares available for grant was increased by 576,170 in accordance

with the evergreen provisions of the plan.

PAVmed Stock Options

PAVmed stock options granted under

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

total of 4,912,140 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 3,560,881 shares

available for grant as of June 30, 2025.

The share reservation is not diminished by a total of 61,146 PAVmed stock options and restricted

stock awards granted outside the PAVmed 2014 Equity Plan as of June 30, 2025.

In January 2025, the number of shares available for grant

was increased by 576,170 in accordance with the evergreen provisions of the plan.

In June 2025, the Company received shareholder approval

to increase the number of shares available for grant by 2,500,000 .

11 — Stock-Based Compensation - continued

Stock Options

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

of Summarizes Information About Stock Options

Number of Stock Options

Weighted Average

Exercise Price

Remaining Contractual

Intrinsic Value (2)

Stock Options

Average Exercise Price

Contractual Term (Years)

Outstanding stock options at December 31, 2024

Outstanding stock options at March 31, 2025 (3)

Vested and exercisable stock options at March 31, 2025

Stock 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.

The intrinsic value is computed as the difference between the quoted price of the PAVmed common stock on each of March 31, 2025 and December 31, 2024 and the exercise price of the underlying PAVmed stock options, to the extent such quoted price is greater than the exercise price.

The outstanding stock options presented in the table above are inclusive of 54,480 and 60,054 stock options granted outside the PAVmed 2014 Equity Plan, as of March 31, 2025 and December 31, 2024, respectively.

In January 2025, the Company accepted

from employees the voluntary forfeiture of approximately 494,202 of previously granted PAVmed stock options, each with an exercise price

greater than $ 4.00 per share and collectively with a weighted average exercise price of $ 23.38 per share.

None of the forfeitures were

from officers or board members.

Note 11 — Stock-Based Compensation - continued

PAVmed Restricted Stock Awards

PAVmed restricted stock awards granted under the PAVmed

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

Outstanding stock options at June 30, 2025 (3)

Vested and exercisable stock options at June 30, 2025

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, 2025 and December

31, 2024 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 54,480 and 60,054 stock options granted outside the PAVmed

2014 Equity Plan, as of June 30, 2025 and December 31, 2024, respectively.

January 2025, the Company accepted from employees the voluntary forfeiture of approximately 494,202 of previously granted PAVmed stock

options, each with an exercise price greater than $ 4.00 per share and collectively with a weighted average exercise price of $ 23.38 per

None of the forfeitures were from officers or board members.

to June 30, 2025, on July 16, 2025, the Company granted 526,500

stock options to employees under the PAVmed 2014 Equity Plan with a weighted average exercise price of $ 0.58 .

One-third of each option was deemed vested on the date of grant, with the balance vesting ratably over the next eight quarters beginning September 30,

Restricted Stock Awards

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

of Restricted Stock Award Activity

3 unchanged sentences

Unvested restricted stock awards as of December 31, 2024

Unvested restricted stock awards as of March 31, 2025

Lucid Diagnostics Inc.

Unvested restricted stock awards as of June 30, 2025

to June 30, 2025, on July 16, 2025, the Company awarded 362,000 shares of restricted stock to employees under the PAVmed 2014 Equity Plan.

Each award will vest in full on or about the third anniversary of the award date.

Diagnostics Inc.

2018 Long-Term Incentive Equity Plan

The Lucid Diagnostics Inc.

Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan

discussed above.

The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors,

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

The types of awards that may be granted under

the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards

subject to limitations under applicable law.

All awards are subject to approval by the Lucid Diagnostics compensation committee.

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 Diagnostics Inc.

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

from the PAVmed 2014 Equity Plan discussed above.

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

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

awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted

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

All awards are subject to approval by the Lucid Diagnostics

compensation committee.

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.

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

Consolidated Stock-Based Compensation Expense

The 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 follows:

See Note 4, Equity

Method Investment , for additional information on the deconsolidation of Lucid Diagnostics.

11 — Stock-Based Compensation - continued

Stock-Based Compensation Expense

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 follows:

of Stock-Based Compensation Expense

Three Months Ended

Six Months Ended

Cost of revenue

3 unchanged sentences

Total stock-based compensation expense

Note 11 — Stock-Based Compensation -

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 (through September 10, 2024, the date of PAVmed’s deconsolidation of Lucid) 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

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:

Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics

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

2014 Equity Plan - research and development

stock-based compensation expense – recognized by Lucid Diagnostics

As noted, the consolidated stock-based

compensation expense presented above is inclusive of stock-based compensation expense recognized by Lucid Diagnostics (through September

10, 2024, the date of PAVmed’s deconsolidation of Lucid) 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.

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

Three Months Ended

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

The consolidated unrecognized stock-based

compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards

issued under the PAVmed 2014 Equity Plan, as discussed above, is as follows:

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 the PAVmed 2014 Equity Plan, as discussed above, is as follows:

of Unrecognized Compensation Expense

Unrecognized Expense

Weighted Average

Remaining Service

Weighted Average Remaining Service

Period (Years)

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Restricted Stock Awards

11 — Stock-Based Compensation - continued

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

estimated fair value of such stock options of $ 1.46

per share during the three months ended March 31, 2024 calculated using the following weighted average Black-Scholes

valuation model assumptions below.

The Company did not grant any stock options under the PAVmed 2014 Equity Plan during the three months ended

March 31, 2025.

estimated fair value of such stock options of $ 0.42 and $ 1.46 per share during the six months ended June 30, 2025 and 2024, respectively,

calculated using the following weighted average Black-Scholes valuation model assumptions below.

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

Three Months Ended March 31,

Six Months Ended June 30,

Expected term of stock options (in years)

2 unchanged sentences

Expected dividend yield

Note 11 — Stock-Based Compensation -

Stock-based compensation expense

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

fair value of such stock options of $ 0.84 per share during the three months ended March 31, 2024 (through September 10, 2024, the date

of PAVmed’s deconsolidation of Lucid), calculated using the following weighted average Black-Scholes valuation model assumptions:

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 during the six months ended June 30, 2024, calculated using the following weighted average Black-Scholes valuation

model assumptions:

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

Three Months Ended March 31,

Six Months Ended

June 30, 2024

Expected term of stock options (in years)

3 unchanged sentences

Employee Stock Purchase Plan (“PAVmed ESPP”)

Effective 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.

A total of 34,332 shares of common

stock of the Company were purchased for proceeds of approximately $ 62 on March 31, 2024, under the PAVmed ESPP.

The PAVmed ESPP has a

total reserve of 466,668 shares of common stock of PAVmed of which 306,530 shares are available for issue as of March 31, 2025.

2025, the number of shares available-for-issue was increased by 166,667 in accordance with the evergreen provisions of the plan.

Note 12 — Preferred Stock

As of March 31, 2025 and December

31, 2024, there were 1,441,135 and 1,412,865 shares of PAVmed Series B Convertible Preferred Stock, classified in permanent equity, issued

and outstanding, respectively.

PAVmed Series B Convertible Preferred Stock Dividends

The Series B Convertible Preferred

Stock is issued pursuant to the PAVmed Inc.

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

Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”), has a par value of $ 0.001 per share,

no voting rights, a stated value of $ 3.00 per share, and was immediately convertible upon its issuance.

At the holders’ election,

fifteen shares of Series B Convertible Preferred Stock are currently convertible into one share of common stock of the Company, subject

to further adjustment for the effect of future stock dividends, stock splits or similar events affecting the Company’s common stock.

The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net

cash settle the Series B Convertible Preferred Stock.

The PAVmed Inc.

Series B Convertible

Preferred Stock dividends are 8.0 % per annum based on the $ 3.00 per share stated value of the Series B Convertible Preferred Stock, with

such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors.

Such dividends may be settled, at the discretion of the board of directors, through any combination of the issue of additional shares

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

PAVmed Series B Convertible Preferred Stock Dividends

The Series B Convertible Preferred

Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed common stockholders for each

of the respective corresponding periods presented in the accompanying consolidated statement of operations, inclusive of $ 86 of such dividends

earned in the three months ended March 31, 2025;

and $ 79 of such dividends earned in the three months ended March 31, 2024.

PAVmed Series B Convertible Preferred Stock Dividends

During the three months ended March

31, 2025, the Company’s board of directors declared an aggregate of approximately $ 85 of Series B Convertible Preferred Stock dividends,

earned as of December 31, 2024, with such dividends settled by the issue of an additional aggregate 28,270 shares of Series B Convertible

Preferred Stock.

During the three months ended March

31, 2024, the Company’s board of directors declared an aggregate of approximately $ 78 of Series B Convertible Preferred Stock dividends,

earned as of December 31, 2023, with such dividends settled by the issue of an additional aggregate 26,123 shares of Series B Convertible

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.

total of 34,332 shares of common stock of the Company were purchased for proceeds of approximately $ 62 on March 31, 2024, under the PAVmed

The PAVmed ESPP has a total reserve of 466,668 shares of common stock of PAVmed of which 306,530 shares are available for issue

as of June 30, 2025.

In January 2025, the number of shares available-for-issue was increased by 166,667 in accordance with the evergreen

provisions of the plan.

12 — Preferred Stock

to March 31, 2025, on May 5, 2025, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock

dividend, earned as of March 31, 2025, of $ 86 ,

to be settled by the issue of

28,834 additional shares of Series B Convertible Preferred Stock.

The PAVmed Series B Convertible

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

board of directors.

Accordingly, the dividends declared payable subsequent to the date of the accompanying consolidated balance sheet

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

of each such date.

PAVmed Series C Convertible Preferred Stock

of June 30, 2025 and December 31, 2024, there were 1,469,969 and 1,412,865 shares of PAVmed Series B Convertible Preferred Stock, classified

in permanent equity, issued and outstanding, respectively.

Series B Convertible Preferred Stock Dividends

Series B Convertible Preferred Stock is issued pursuant to the PAVmed Inc.

Certificate of Designation of Preferences, Rights, and Limitations

of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”), has a par value

of $ 0.001 per share, no voting rights, a stated value of $ 3.00 per share, and was immediately convertible upon its issuance.

At the holders’

election, fifteen shares of Series B Convertible Preferred Stock are currently convertible into one share of common stock of the Company,

subject to further adjustment for the effect of future stock dividends, stock splits or similar events affecting the Company’s

common stock.

The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be

required to net cash settle the Series B Convertible Preferred Stock.

Series B Convertible Preferred Stock dividends are 8.0 % per annum based on the $ 3.00 per share stated value of the Series

B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by

the Company’s board of directors.

Such dividends may be settled, at the discretion of the board of directors, through any combination

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

12 — Preferred Stock - continued

Series B Convertible Preferred Stock Dividends Earned

Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed

common stockholders for each of the respective corresponding periods presented in the accompanying consolidated statement of operations,

inclusive of $ 88 and $ 175 of such dividends earned in the three and six months ended June 30, 2025, respectively;

and $ 81 and $ 161 of

such dividends earned in the three and six months ended June 30, 2024, respectively.

Series B Convertible Preferred Stock Dividends Declared

the six months ended June 30, 2025, the Company’s board of directors declared an aggregate of approximately $ 171 of Series B Convertible

Preferred Stock dividends, inclusive of $ 85 earned as of December 31, 2024;

and $ 86 earned as of March 31, 2025, with such dividends

settled by the issue of an additional aggregate 57,104 additional shares of Series B Convertible Preferred Stock, inclusive of 28,270

shares issued with respect to the dividends earned as of December 31, 2024;

and 28,834 shares issued with respect to the dividends earned

as of March 31, 2025.

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 additional 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 31, 2024.

to June 30, 2025, on August 5, 2025, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock

dividend, earned as of June 30, 2025, of $ 88 , to be settled by the issue of 29,415 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

payable by the Company’s board of directors.

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

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

the dividends payable as of each such date.

Series C Convertible Preferred Stock

Series C Preferred Stock is issued pursuant to the PAVmed Inc.

2 unchanged sentences

of $ 0.001 per share.

Each share of Series C Preferred Stock has a stated value of $ 1,000

(plus the amount of any dividends thereon that are capitalized), and entitles the holder thereof to a preferred dividend at a rate of

per annum, payable quarterly in arrears.

The Series C Preferred Stock is entitled to vote with the holders of shares of Common Stock,

voting together as one class, on all matters in which the holders of the preferred shares are permitted to vote with the class of shares

of Common Stock pursuant to applicable law, on an as-converted basis (subject to certain limitations, including the beneficial ownership limitation described below).

Series C Preferred Stock is pari passu with the Series B Convertible Preferred Stock, and is senior to all of the Company’s

other equity securities.

12 — Preferred Stock - continued

liquidation, a holder of Series C Preferred Stock will be entitled to receive in cash out of the assets of the Company, before any amount

would be paid to the holders of any of shares of the Company’s common stock, but pari passu with the holders of any Series B Preferred

Stock then outstanding, an amount per share equal to the greater of (A) the sum of (i) 110% of the stated value (plus any accrued and

unpaid dividends or other amounts then payable thereon) of such share of Series C Preferred Stock then outstanding and (ii) a ratable

portion of 100% of the stated value (plus any accrued and unpaid dividends or other amounts then payable thereon) of the Series B Preferred

Stock then outstanding and (B) the amount per share such holder would receive if such holder converted such share of Series C Preferred

Stock into the Company’s common stock immediately prior to the date of such payment.

Each share of Series C Preferred Stock has a stated value of $ 1,000 (plus the amount of any dividends thereon that

are capitalized), and entitles the holder thereof to a preferred dividend at a rate of 7.875 % per annum, payable quarterly in arrears.

The Series C Preferred Stock is entitled to vote with the holders of shares of Common Stock, voting together as one class, on all matters

in which the holders of the preferred shares are permitted to vote with the class of shares of Common Stock pursuant to applicable law,

on an as-converted basis (subject to certain limitations, including the beneficial ownership limitation described below).

Series C Preferred Stock is pari passu with the Series B Convertible Preferred Stock, and is senior to all of the Company’s other

equity securities.

Upon liquidation, a holder of Series C Preferred Stock will be entitled to receive in cash out of the assets of the

Company, before any amount would be paid to the holders of any of shares of the Company’s common stock, but pari passu with the

holders of any Series B Preferred Stock then outstanding, an amount per share equal to the greater of (A) the sum of (i) 110% of the

stated value (plus any accrued and unpaid dividends or other amounts then payable thereon) of such share of Series C Preferred Stock

then outstanding and (ii) a ratable portion of 100% of the stated value (plus any accrued and unpaid dividends or other amounts then

payable thereon) of the Series B Preferred Stock then outstanding and (B) the amount per share such holder would receive if such holder

converted such share of Series C Preferred Stock into the Company’s common stock immediately prior to the date of such payment .

share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, is convertible at any time, in whole or in part, at the

holder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $ 1.068

per share, subject to certain adjustments.

any time following the occurrence of a Triggering Event (as defined below), a holder of shares of the Series C Preferred Stock has

the right to elect to convert shares of Series C Preferred Stock into the Company’s common stock at an alternate conversion

price equal to the lower of:

(i) the fixed conversion price then in effect, and (ii) the lowest of (A) 80% of the VWAP of the

Company’s common stock as of the trading day immediately preceding the delivery or deemed delivery of the applicable notice of

conversion, (B) 80% of the VWAP of the Company’s common stock as of the trading day of the delivery or deemed delivery of the

applicable notice of conversion, and (C) 80% of the average VWAP of the Company’s common stock for each of the two trading

days with the lowest VWAP of the Company’s common stock during the ten consecutive trading day period ending and including the

trading day immediately prior to the delivery or deemed delivery of the applicable notice of conversion, but in the case of clause

(ii), not less than $0.2136 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar

events) (such price, the “Alternate Conversion Price”).

The term “Triggering Event” includes events that would constitute

an event of default under the September 2022 Senior Convertible Note, in addition to the failure of the Company to complete a

Qualified Company Optional Redemption (as defined below) by March 31, 2025 (the “QCOR Triggering Event”).

The principal

consequence of a Triggering Event (other than a bankruptcy-related Triggering Event) is to give the holder the right to elect an

alternate conversion as described above.

In addition, the occurrence of a Triggering Event (other than a QCOR Triggering Event) will

result in an increase to the dividend rate and limit the Company’s right to redeem the Series C Preferred Stock.

Event (other than a bankruptcy-related Triggering Event) will not otherwise accelerate any financial or other obligation on the part

of the Company in respect of the Series C Preferred Stock.

holder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $ 1.068 per share, subject

to certain adjustments.

12 — Preferred Stock - continued

any time following the occurrence of a Triggering Event (as defined below), a holder of shares of the Series C Preferred Stock has the

right to elect to convert shares of Series C Preferred Stock into the Company’s common stock at an alternate conversion price equal

to the lower of:

(i) the fixed conversion price then in effect, and (ii) the lowest of (A) 80% of the VWAP of the Company’s common

stock as of the trading day immediately preceding the delivery or deemed delivery of the applicable notice of conversion, (B) 80% of

the VWAP of the Company’s common stock as of the trading day of the delivery or deemed delivery of the applicable notice of conversion,

and (C) 80% of the average VWAP of the Company’s common stock for each of the two trading days with the lowest VWAP of the Company’s

common stock during the ten consecutive trading day period ending and including the trading day immediately prior to the delivery or

deemed delivery of the applicable notice of conversion, but in the case of clause (ii), not less than $0.2136 (as adjusted for stock

splits, stock dividends, stock combinations, recapitalizations and similar events) (such price, the “Alternate Conversion Price”).

The term “Triggering Event” includes events that would constitute an event of default under the September 2022 Senior Convertible

Note, in addition to the failure of the Company to complete a Qualified Company Optional Redemption (as defined below) by March 31, 2025

(the “QCOR Triggering Event”), although the holder of the Series C Preferred Stock has waived the occurrence of any QCOR Triggering Event

through September 30, 2025.

The principal consequence of a Triggering Event (other than a bankruptcy-related Triggering

Event) is to give the holder the right to elect an alternate conversion as described above.

In addition, the occurrence of a Triggering

Event (other than a QCOR Triggering Event) will result in an increase to the dividend rate and limit the Company’s right to redeem

the Series C Preferred Stock.

A Triggering Event (other than a bankruptcy-related Triggering Event) will not otherwise accelerate any

financial or other obligation on the part of the Company in respect of the Series C Preferred Stock .

the Company grants, issues or sells (or enters into any agreement to grant, issue or sell) or is deemed to have granted, issued or sold,

1 unchanged sentence

issuance, the fixed conversion price shall be reduced to an amount equal to such lower price.

Company has the right to redeem all, but not less than all, of the shares of Series C Preferred Stock at a redemption price equal

to 132.5 % of the aggregate stated value of the Series C Preferred Stock plus all accrued and unpaid dividends and other amounts then

payable thereon.

The Company also has an additional one-time right to redeem a portion of the shares of Series C Preferred Stock

with an aggregate stated value of at least $ 5 million at the same redemption price (a “Qualified Company Optional Redemption”).

12 — Preferred Stock - continued

a Change of Control (as defined in the Series C Convertible Preferred Stock Certificate of Designation), a holder of the Series C

Preferred Stock has the right to require the Company to redeem all, or any portion, of the holder’s shares of Series C

Preferred Stock at a price equal to 132.5 %

of the stated value of the Series C Preferred Stock (plus any accrued and unpaid dividends or other amounts then payable thereon)

or, if greater, an amount determined pursuant to the Series C Convertible Preferred Stock Certificate of Designation based on the

then-current market price or the consideration payable in the Change of Control transaction, whichever is higher.

holder may not convert any of the shares of Series C Preferred Stock, to the extent that, after giving effect to such

conversion, such holder (together with certain of its affiliates and other related parties) would beneficially own in excess of 9.99 %

of the shares of the Company’s common stock outstanding immediately after giving effect to such conversion (the “Maximum

Percentage”).

Company has the right to redeem all, but not less than all, of the shares of Series C Preferred Stock at a redemption price equal to

132.5 % of the aggregate stated value of the Series C Preferred Stock plus all accrued and unpaid dividends and other amounts then payable

The Company also has an additional one-time right to redeem a portion of the shares of Series C Preferred Stock with an aggregate

stated value of at least $ 5 million at the same redemption price (a “Qualified Company Optional Redemption”).

a Change of Control (as defined in the Series C Convertible Preferred Stock Certificate of Designation), a holder of the Series C Preferred

Stock has the right to require the Company to redeem all, or any portion, of the holder’s shares of Series C Preferred Stock at

a price equal to 132.5 % of the stated value of the Series C Preferred Stock (plus any accrued and unpaid dividends or other amounts then

payable thereon) or, if greater, an amount determined pursuant to the Series C Convertible Preferred Stock Certificate of Designation

based on the then-current market price or the consideration payable in the Change of Control transaction, whichever is higher.

holder may not convert any of the shares of Series C Preferred Stock, to the extent that, after giving effect to such conversion, such

holder (together with certain of its affiliates and other related parties) would beneficially own in excess of 9.99 % of the shares of

the Company’s common stock outstanding immediately after giving effect to such conversion (the “Maximum Percentage”).

The Holder may from time to time increase or decrease the Maximum Percentage;

provided that in no event could the

Maximum Percentage exceed 9.99 %, provided, further, that any such increase would not be effective until the 61st day after delivery of

a notice to the Company of such increase.

Company and its subsidiaries (other than Lucid) are subject to certain customary affirmative and negative covenants regarding the

rank of the Series C Preferred Stock, the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making

provided that in no event could the Maximum Percentage

exceed 9.99 %, provided, further, that any such increase would not be effective until the 61st day after delivery of a notice to the Company

of such increase.

Company and its subsidiaries (other than Lucid) are subject to certain customary affirmative and negative covenants regarding the rank

of the Series C Preferred Stock, the incurrence of 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

2 unchanged sentences

is subject to a financial covenant requiring that it maintain its cash flow on a break-even basis.

February 18, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q1 2025

Waiver”), pursuant to which, among other things, the holder granted certain waivers related to the Series C Preferred Stock,

including waivers necessary to permit the Company and Veris to consummate the Offering (as described in Note 13, Common Stock and

Common Stock Purchase Warrants ).

In consideration of such waivers, the Company agreed to reduce temporarily, and the holder of

the Series C Preferred Stock consented to reducing temporarily, the contractual conversion price under the Series C Preferred Stock

during the period through March 31, 2025;

provided that the aggregate amount of conversions under the Series C Preferred Stock at

such conversion price during such period did not exceed 1 million

shares (the “Q1 2025 Conversion Price Reduction”).

In addition, pursuant to the Q1 2025 Waiver, the Company granted the

holder of the Series C Preferred Stock the right, exercisable through March 31, 2025, to elect to exchange up to $ 2.0 million of Series C Preferred Stock for an equivalent increase in the principal amount of the September

2022 Senior Convertible Note (although no exchanges elections were made under this provision during the waiver period) (the

“Q1 2025 Exchange Right”).

March 18, 2025, the Company and the holder of the Series C Preferred Stock agreed to modify the terms of the Q1 2025 Conversion Price Reduction by increasing the maximum number of shares that could

be converted at the reduced conversion price of $ 0.40 through March 31, 2025 from 1 million to 2 million (the

“Q1 2025 Conversion Price Reduction Adjustment”).

Company recognized the incremental value associated with the Q1 2025 Conversion Price Reduction as a deemed dividend charge of

February 18, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q1 2025 Waiver”),

pursuant to which, among other things, the holder granted certain waivers related to the Series C Preferred Stock, including waivers

necessary to permit the Company and Veris to consummate the Offering (as described in Note 13, Common Stock and Common Stock Purchase

In consideration of such waivers, the Company agreed to reduce temporarily, and the holder of the Series C Preferred Stock

consented to reducing temporarily, the contractual conversion price under the Series C Preferred Stock to $ 0.40 , during the period through

March 31, 2025;

provided that the aggregate amount of conversions under the Series C Preferred Stock at such conversion price during

such period did not exceed 1 million shares (the “Q1 2025 Conversion Price Reduction”).

In addition, pursuant to the Q1 2025

Waiver, the Company granted the holder of the Series C Preferred Stock the right, exercisable through March 31, 2025, to elect to exchange

up to $ 2.0 million of Series C Preferred Stock for an equivalent increase in the principal amount of the September 2022 Senior Convertible

Note (although no exchanges elections were made under this provision during the waiver period) (the “Q1 2025 Exchange Right”).

March 18, 2025, the Company and the holder of the Series C Preferred Stock agreed to modify the terms of the Q1 2025 Conversion Price

Reduction by increasing the maximum number of shares that could be converted at the reduced conversion price of $ 0.40 through March 31,

2025 from 1 million to 2 million (the “Q1 2025 Conversion Price Reduction Adjustment”).

12 — Preferred Stock - continued

April 21, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q2 2025

Waiver”), with substantially similar terms to the Q1 2025 Waiver, described above, including to reduce the contractual

conversion price under the Series C Preferred Stock to $ 0.40 ,

during the period through June 30, 2025;

that the aggregate amount of shares of common stock issuable upon conversion of the Series C Preferred Stock at such conversion

price during such period did not exceed 1 million shares.

On May 14, 2025, the Company and the holder of the Series C Preferred

Stock agreed to modify the terms of the Q2 2025 Waiver by increasing the maximum number of shares that could be issued on conversion

of the Series C Preferred at the reduced conversion price of $0.40 through June 30, 2025 from 1 million to 2 million.

2025, the Company and the holder of the Series C Preferred Stock agreed to further modify the terms of the Q2 2025 Waiver by

increasing the maximum number of shares that could be issued on conversion of the Series C Preferred Stock at the reduced conversion price of $0.40 through June 30, 2025 from

2 million to 3 million.

In addition, pursuant to the Q1 2025 Waiver, the Company granted the holder of the Series C Preferred Stock

the right, exercisable through June 30, 2025, to elect to exchange up to $ 2.0 million of Series C Preferred Stock for an equivalent

increase in the principal amount of the September 2022 Senior Convertible Note (although no exchanges elections were made under this

provision during the waiver period) (the “Q2 2025 Exchange Right”).

on June 16, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the “Q3 2025 Waiver”),

pursuant to which, among other things, the adjustment period and waiver period end dates set forth in the Q2 2025 Waiver were extended

from June 30, 2025 to September 30, 2025.

Q3 2025 Waiver also included provisions designed to facilitate the Veris June 2025 Equity Offering, as further in Note 14, Non-controlling

Under the terms of the waiver, the parties agreed that an amount of the Series C Preferred Stock equal to 50% of the

gross proceeds raised in certain future financings would be exchanged, effective as of December 16, 2025, for an equivalent increase

in the amount outstanding under the September 2022 Senior Convertible Note (subject to certain terms and conditions).

2025, Veris Health entered into subscription agreements to sell shares of Veris Health common stock and warrants, resulting in gross

proceed of $ 2,520 .

As a result of this financing (and subject to certain terms and conditions of the Q3 2025 Waiver), $ 1,260

of Series C Preferred Stock will be exchanged for an equivalent increase in the amount outstanding under the September 2022

Convertible Note, effective as of December 16, 2025.

As this provision is a substantive redemption feature outside of the

Company’s control during the waiver period, the affected Series C Preferred Stock no longer met the criteria for

classification as permanent equity.

Accordingly, the Company reclassified $ 1,260

of Series C Preferred Stock from permanent equity to mezzanine equity on the unaudited condensed consolidated balance sheet as of

June 30, 2025.

Subsequent to June 30,

2025, on July 16, 2025, the Company and the holder of the Series C Preferred Stock agreed to increase the maximum number of shares

that could be issued on conversion of the Series C Preferred at the reduced conversion price of $ 0.40

through the end of the adjustment period (which, as noted above, was extended under the Q3 2025 Waiver to September 30, 2025) from 3

Company recognized the incremental value associated with the Q1 2025 Conversion Price Reduction as a deemed dividend charge of $ 434 and

as an increase of net loss available to common stockholders on the unaudited condensed consolidated statements of operations for the

three months ended March 31, 2025.

The incremental value associated with the Series C Preferred Stock modification was determined

using Monte Carlo simulation models based on the adjusted conversion price of $ 0.40 for

the value of 1 million

shares of the Company’s common stock when converted from the Series C Preferred Stock with the following assumptions:

rate of return of 14.5 %,

dividend yield of 0 %,

volatility of 40 %,

and a risk-free rate of 4.30 %, compared to the fair value of the 1 million

shares converted of the Company’s common stock on the date immediately preceding the modification with a $ 1.068 conversion

price, utilizing the following assumptions:

required rate of return of 14.5 %,

dividend yield of 0 %,

volatility of 40 %,

and a risk-free rate of 4.30 %.

Company also recognized incremental value associated with the Q1 2025 Conversion Price Reduction Adjustment as an additional deemed

dividend charge of $ 355 and

as an increase of net loss available to common stockholders on the unaudited condensed consolidated statements of operations in the

three months ended March 31, 2025.

The incremental value associated with this adjustment was determined using Monte Carlo simulation

models using the adjusted conversion price of $ 0.40 for

the value of the additional 1 million

shares of the Company’s common stock when converted from the Series C Preferred Stock with the following assumptions:

rate of return of 14.5 %,

dividend yield of 0 %,

volatility of 40 %,

and a risk-free rate of 3.98 %, compared to the fair value of the additional 1 million

shares converted of the Company’s common stock on the date immediately preceding the modification with a $ 1.068 conversion

price, utilizing the following assumptions:

required rate of return of 14.5 %,

dividend yield of 0 %,

volatility of 40 %,

and a risk-free rate of 3.98 %.

The Q1 2025 Exchange Right granted pursuant to the Q1 2025 Waiver provided the holder with a substantive redemption

feature outside of the Company’s control during the waiver period.

As a result, the affected Series C Preferred Stock no longer

met the criteria for classification as permanent equity.

Accordingly, the Company reclassified $ 2.0 million of Series C Preferred Stock

from permanent equity to mezzanine equity on the unaudited condensed consolidated balance sheet as of March 31, 2025.

March 31, 2025, the Company elected to capitalize the Series C Preferred Stock dividend earned as of March 31, 2025 of $ 398 ,

and as a result, the stated value of the Series C Preferred Stock was adjusted from $ 1,000

the three months ended March 31, 2025, the Company has issued 1,300,000

The incremental value associated with the Series C Preferred Stock modification was determined using

Monte Carlo simulation models based on the adjusted conversion price of $ 0.40 for the value of 1 million shares of the Company’s

common stock when converted from the Series C Preferred Stock with the following assumptions:

required rate of return of 14.5 %, dividend

yield of 0 %, volatility of 40 %, and a risk-free rate of 4.30 %, compared to the fair value of the 1 million shares converted of the Company’s

common stock on the date immediately preceding the modification with a $ 1.068 conversion price, utilizing the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate of 4.30 %.

Company also recognized incremental value associated with the Q1 2025 Conversion Price Reduction Adjustment as an additional deemed dividend

charge of $ 355 and as an increase of net loss available to common stockholders on the unaudited condensed consolidated statements of

operations in the three months ended March 31, 2025.

The incremental value associated with this adjustment was determined using Monte

Carlo simulation models using the adjusted conversion price of $ 0.40 for the value of the additional 1 million shares of the Company’s

common stock when converted from the Series C Preferred Stock with the following assumptions:

required rate of return of 14.5 %, dividend

yield of 0 %, volatility of 40 %, and a risk-free rate of 3.98 %, compared to the fair value of the additional 1 million shares converted

of the Company’s common stock on the date immediately preceding the modification with a $ 1.068 conversion price, utilizing the

following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate of 3.98 %.

The Company also recognized incremental

value associated with the Q2 2025 Waiver (and the conversion price adjustments made pursuant thereto) as three additional deemed dividend

charges in the aggregate of $ 818 and as an increase of net loss available to common stockholders on the unaudited condensed consolidated

statements of operations in the three months ended June 30, 2025.

The incremental value associated with this adjustment was determined

using Monte Carlo simulation models using the adjusted conversion price of $ 0.40 for the value of 1 million shares of the Company’s

common stock (and each increase of an additional 1 million shares) when converted from the Series C Preferred Stock with the following

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate ranging from 3.83 % to 4.06 %,

compared to the fair value of 1 million shares converted of the Company’s common stock (and each increase of an additional 1 million

shares) on the date immediately preceding the modification with a $ 1.068 conversion price, utilizing the following assumptions:

rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate ranging from 3.83 % to 4.06 %.

The Q2 2025 Exchange Right granted pursuant to the Q2 2025 Waiver provided the holder with a substantive redemption feature outside

of the Company’s control during the waiver period.

As a result, the affected Series C Preferred Stock no longer met the

criteria for classification as permanent equity.

Accordingly, the Company reclassified $ 2.0

million of Series C Preferred Stock from permanent equity to mezzanine equity on the unaudited condensed consolidated balance sheet

as of June 30, 2025.

March 31, 2025, the Company elected to capitalize the Series C Preferred Stock dividend earned as of March 31, 2025 of $ 398 , and as a

result, the stated value of the Series C Preferred Stock was adjusted from $ 1,000 to $ 1,016 .

On June 30, 2025, the Company elected to

capitalize the Series C Preferred Stock dividend earned as of June 30, 2025 of $ 481 , and as a result, the stated value of the Series

C Preferred Stock was adjusted from $ 1,016 to $ 1,037 .

the six months ended June 30, 2025, the Company issued 3,840,094

shares of our common stock in connection with the conversion of 1,520

shares of Series C Preferred Stock.

Subsequent to March 31, 2025 ,

as of May 12 , 2025, the Company has issued 450,000

shares of our common stock in connection with the conversion of 180

Subsequent to June 30, 2025, as of August 11, 2025, the Company has issued 847,552 shares of our

common stock in connection with the conversion of 327

shares of Series C Preferred Stock.

Subsequent to March 31, 2025, on

April 21, 2025, the Company and the holder of the Series C Preferred Stock entered into another waiver agreement (the “Q2 2025 Waiver”),

pursuant to which the holder granted certain waivers related to the Series C Preferred Stock, including the waiver of any QCOR Triggering

Event through the earlier of June 30, 2025 and the date on which the holder can no longer convert the Series C Preferred Stock at $ 0.40 .

In consideration of such waivers, the Company agreed to reduce temporarily, and the holder of the Series C Preferred Stock consented to

reducing temporarily, the contractual conversion price under the Series C Preferred Stock to $ 0.40 , during the period through June 30,

provided that the aggregate amount of conversions under the Series C Preferred Stock at such conversion price during such period

did not exceed 1 million shares (the “Q2 2025 Conversion Price Reduction”).

In addition, pursuant to the Q2 2025 Waiver, the

Company granted the holder of the Series C Preferred Stock the right, exercisable through June 30, 2025, to elect to exchange up to $2.0

million of Series C Preferred Stock for an equivalent increase in the principal amount of the September 2022 Senior Convertible Note (although

no exchanges elections were made under this provision during through the date hereof).

On May 14, 2025, the Company and the holder of the Series C Preferred Stock agreed to increase the maximum number

of shares that could be converted at the reduced conversion price of $0.40 through June 30, 2025 from 1 million to 2 million.

Note 13 — Common Stock and Common Stock Purchase

On 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.

The Company 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.

On November 8, 2024, the Panel granted

the Company an extension, until January 31, 2025, to regain compliance with the Nasdaq continued listing standards.

On February 14, 2025, the Company

received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), stating

that the Company had regained compliance with the Nasdaq continued listing standard under Nasdaq Listing Rule 5550(b)(1), which requires,

among other things, that the Company maintain at least $ 2.5 million in stockholders’ equity.

The Company achieved compliance through

(1) the Exchange, which was consummated on January 17, 2025, (2) the issuance of shares of Series C Preferred Stock for an aggregate purchase

price of $ 2.653 million, which was consummated on January 24, 2025, and (3) a reduction in operating expenses as a result of the Company’s

completed deconsolidation of Lucid from its balance sheet, each of which transactions was previously disclosed.

As a result, the Company

met the terms of the Panel’s decision.

Separately, on January 23, 2025,

the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business

days (through January 22, 2025), the closing bid price of the Company’s common stock had been below the minimum of $1 per share

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

The notification letter stated that

the Company would be afforded 180 calendar days (until July 22, 2025) to regain compliance.

In order to regain compliance, the closing

bid price of the Company’s common stock must be at least $ 1 for a minimum of ten consecutive business days.

The notification letter

also stated that, in the event the Company does not regain compliance within the initial 180-day period, the Company may be eligible for

an additional 180-day period.

If the Company is not eligible for the additional 180-day period, or if it appears to the Nasdaq staff that

the Company will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will provide notice after the end of

the initial 180-day period that the Company’s securities will be 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 common stock and Series Z warrants will continue

to trade uninterrupted under the symbol “PAVM” and “PAVMZ,” respectively.

In the three months ended March

31, 2025, 401,303 shares of the Company’s common stock were issued upon conversion, at the election of the holder, of the September

2022 Senior Convertible Note, for $ 176 face value principal repayments, as discussed in Note 10, Debt .

In the three months ended March

31, 2025, the Company sold 1,216,565 shares through their at-the-market equity facility for net proceeds of approximately $ 841 , after

payment of 3 % commissions.

Note 13 — Common Stock and Common Stock Purchase

Warrants - continued

In the three months ended March

31, 2025, the Company issued 77,408 shares of common stock to vendors in exchange for $ 50 of agreed upon services, which is included in

general and administrative operating expenses on the Company’s unaudited condensed consolidated statement of operations.

13 — Common Stock and Common Stock Purchase Warrants

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.

The Company 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.

February 14, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq, stating that the Company had regained compliance with the Nasdaq continued listing standard under Nasdaq Listing

Rule 5550(b)(1), which requires, among other things, that the Company maintain at least $ 2.5 million in stockholders’ equity.

Company achieved compliance through (1) the Exchange, which was consummated on January 17, 2025, (2) the issuance of shares of Series

C Preferred Stock for an aggregate purchase price of $ 2.653 million, which was consummated on January 24, 2025, and (3) a reduction in

operating expenses as a result of the Company’s completed deconsolidation of Lucid from its balance sheet, each of which transactions

was previously disclosed.

As a result, the Company met the terms of the Panel’s decision.

on January 23, 2025, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior

30 consecutive business days (through January 22, 2025), the closing bid price of the Company’s common stock had been below

the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

notification letter stated that the Company would be afforded 180 calendar days (until July 22, 2025) to regain compliance.

to regain compliance, the closing bid price of the Company’s common stock must be at least $ 1

for a minimum of ten consecutive business days.

On July 29, 2025, the Company received an additional notice from the Listing

Qualifications Department of Nasdaq stating that the Company is eligible for an additional 180-day period (until January 19, 2026)

to regain compliance with this requirement.

If it appears to the Nasdaq staff that the Company will not be able to cure the

deficiency by January 19, 2026, the Nasdaq Listing Qualifications Department will provide notice after such date that the

Company’s securities will be subject to delisting.

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

Company’s common stock, and the common stock will continue to trade uninterrupted

under the symbol “PAVM”.

the six months ended June 30, 2025, 401,303 shares of the Company’s common stock were issued upon conversion, at the election of

the holder, of the September 2022 Senior Convertible Note, for $ 176 face value principal repayments, as discussed in Note 10, Debt .

the six months ended June 30, 2025, the Company sold 1,216,565 shares through their at-the-market equity facility for net proceeds of

approximately $ 841 , after payment of 3 % commissions.

13 — Common Stock and Common Stock Purchase Warrants - continued

the six months ended June 30, 2025, the Company issued 152,408 shares of common stock to vendors in exchange for $ 103 of agreed upon

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

statement of operations.

February 18, 2025, the Company and Veris, entered into subscription agreements (each, a “Subscription Agreement”) with certain

accredited investors (collectively, the “Investors”), pursuant to which the Company agreed to sell and the Investors agreed

to purchase (the “Offering”) 2,574,350

shares of the Company’s common stock and pre-funded warrants to purchase 756,734

shares of the Company’s common stock (the “Pre-Funded Warrants”), at a purchase price of $ 0.7115

per share or warrant share (as applicable).

In addition, Veris agreed to issue to each Investor approximately 0.2033

shares of Veris’ common stock for each share or warrant share (as applicable) purchased by such Investor, for an aggregate of 677,143

shares of Veris’ common stock.

On February 21, 2025, the Company consummated the Offering, generating gross proceeds to the Company

of $ 2.37 million.

The Pre-Funded Warrants are classified as equity in accordance as they are indexed to the Company’s own stock and meet the criteria

for equity classification.

to purchase (the “Offering”) 2,574,350 shares of the Company’s common stock and pre-funded warrants to purchase 756,734

shares of the Company’s common stock (the “Pre-Funded Warrants”), at a purchase price of $ 0.7115 per share or warrant

share (as applicable).

In addition, Veris agreed to issue to each Investor approximately 0.2033 shares of Veris’ common stock for

each share or warrant share (as applicable) purchased by such Investor, for an aggregate of 677,143 shares of Veris’ common stock.

On February 21, 2025, the Company consummated the Offering, generating gross proceeds to the Company of $ 2.37 million.

The Pre-Funded

Warrants are classified as equity in accordance as they are indexed to the Company’s own stock and meet the criteria for equity

classification.

The proceeds received were recorded in additional paid-in capital with no subsequent remeasurement.

The Subscription Agreement contains

customary representations, warranties, covenants and indemnities of the Company and the Investors, as well as a covenant by the Company

to provide the Investors with protection against subsequent equity raises by the Company or Veris at a lower purchase price (solely to

the extent the Investors continue to hold the shares issued in the Offering), with such protection to be effected through the issuance

of additional shares of Veris’ common stock.

In addition, the Company (i) agreed to solicit the affirmative vote of its stockholders

by no later than its next meeting of stockholders, which will be held no later than June 30, 2025, for approval, for the purposes of the

rules of The Nasdaq Stock Market LLC, of the issuance of all of the shares underlying the Pre-Funded Warrants, and to hold additional

meetings quarterly thereafter to the extent such approval is not obtained, (ii) granted the Investors a 100% participation right in future

offerings of equity securities of the Company or its majority-owned subsidiaries, subject to existing participation rights of the Company’s

debt holder, and (iii) agreed not to incur, and not to permit its majority-owned subsidiaries to incur, any indebtedness until August

18, 2026, subject to certain exceptions.

In accordance with the Subscription Agreement, the Company also entered into a registration rights

agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to file a registration

statement covering the resale of the shares of the Company’s common stock issued in the Offering, including the shares underlying

the Pre-Funded Warrants.

Pre-Funded Warrants become exercisable upon the receipt of the stockholder approval described above, expire on February 18, 2030,

and have an exercise price of $ 0.001

per share, subject to adjustment as described below.

The Pre-Funded Warrants may be exercised for cash, or on a cashless basis.

the event the Pre-Funded Warrants are exercised on a cashless basis, the holder will be entitled to receive a number of shares of

the Company’s common stock equal to (x) the excess of the market value of a share of the Company’s common stock over the

exercise price, multiplied by (y) the number of shares as to which the Pre-Funded Warrant is being exercised, divided by (z) the

market value of a share of the Company’s common stock.

The exercise price and number and type of securities or other property

issuable on exercise of the Pre-Funded Warrants may be adjusted in certain circumstances, including in the event of a stock split or

combination, stock dividend, or a recapitalization, reorganization, merger or similar transaction.

In addition, a holder of the

Pre-Funded Warrants will be entitled to participate in rights offerings or pro rata distributions by the Company.

However, there

will be no adjustment for issuances of shares of common stock at a price below the exercise price.

Common Stock Purchase Warrants

As of March 31, 2025 and December

31, 2024, Series Z Warrants outstanding totaled 11,937,450 representing the right to purchase 795,830 shares of the Company’s common

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

(previously $ 24.00 post reverse-split, decreased by $ 0.52 in connection with the special dividend distribution of Lucid common stock to

PAVmed stockholders, discussed above).

There were no Series Z Warrants exercised during the three months ended March 31, 2025.

30, 2025, the Series Z Warrants contractually expired without further exercised amounts.

Note 14 — Noncontrolling Interest

The noncontrolling interest (“NCI”)

included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows:

Subscription Agreement contains customary representations, warranties, covenants and indemnities of the Company and the Investors, as

well as a covenant by the Company to provide the Investors with protection against subsequent equity raises by the Company or Veris at

a lower purchase price (solely to the extent the Investors continue to hold the shares issued in the Offering), with such protection

to be effected through the issuance of additional shares of Veris’ common stock.

In addition, the Company (i) agreed to solicit

the affirmative vote of its stockholders by no later than its next meeting of stockholders, which will be held no later than June 30,

2025, for approval, for the purposes of the rules of The Nasdaq Stock Market LLC, of the issuance of all of the shares underlying the

Pre-Funded Warrants, and to hold additional meetings quarterly thereafter to the extent such approval is not obtained, (ii) granted the

Investors a 100% participation right in future offerings of equity securities of the Company or its majority-owned subsidiaries, subject

to existing participation rights of the Company’s debt holder, and (iii) agreed not to incur, and not to permit its majority-owned

subsidiaries to incur, any indebtedness until August 18, 2026, subject to certain exceptions.

In accordance with the Subscription Agreement,

the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant

to which the Company agreed to file a registration statement covering the resale of the shares of the Company’s common stock issued

in the Offering, including the shares underlying the Pre-Funded Warrants.

This registration statement was filed and became effective as of April 15, 2025.

June 18, 2025, the Pre-Funded Warrants became exercisable upon the receipt of the stockholder approval described above, and all

756,734 warrants were exercised as of June 19, 2025.

Stock Purchase Warrants

of December 31, 2024, the 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 were exercisable to purchase one whole share of common stock of

the Company at an exercise price of $ 23.48

(previously $ 24.00

post reverse-split, decreased by $ 0.52

in connection with the special dividend distribution of Lucid common stock to PAVmed stockholders, discussed above).

unexercised warrants expired in accordance with their terms on April 30, 2025.

During the three and six months ended June 30, 2025,

there were no Series Z Warrants exercised.

14 — Noncontrolling Interest

noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for

the periods indicated as follows:

of Noncontrolling Interest of Stockholders' Equity

March 31, 2025

June 30, 2025

NCI – equity - December 31, 2024

1 unchanged sentence

Impact of subsidiary equity transactions

Veris Offering

Veris Health issuance of common stock for settlement of vendor service agreement

Veris Offerings

Stock-based compensation expense - Veris Health 2021 Equity Plan

NCI – equity – March 31, 2025

The consolidated NCI presented above

is with respect to the Company’s consolidated subsidiaries as a component of consolidated total stockholders’ equity as of

March 31, 2025 and December 31, 2024;

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.

Lucid Diagnostics — Deconsolidation

NCI – equity – June 30, 2025

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, 2025 and December 31, 2024;

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

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

2 unchanged sentences

However, PAVmed retains the ability to exercise significant influence

As of March 31, 2025, continues to hold 31,302,444

of common stock of Lucid Diagnostics.

Lucid Diagnostics — Intercompany Obligation

As of June 30, 2025, continues to hold 31,302,444 shares of common stock of Lucid Diagnostics.

Diagnostics — Intercompany Obligation Settlement;

Special Distribution

On January 26, 2024, PAVmed elected

to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics

common stock.

On February 15, 2024, the Company distributed by special dividend to the Company stockholders, as of the record date noted

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

As of March 31, 2025, there were

8,677,143 shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an 73.69 % majority-interest ownership and

PAVmed has a controlling financial interest, with the remaining 26.31 % minority-interest ownership held by an unrelated third-party.

Veris Health is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest (NCI) is included

as a separate component of consolidated stockholders’ equity in the accompanying unaudited condensed consolidated balance sheets.

Note 15 — Net Income (Loss) Per Share

The Net income (loss) per share

- attributable to PAVmed Inc.

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

common stockholders -

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

January 26, 2024, PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771

shares of Lucid Diagnostics common stock.

On February 15, 2024, the Company distributed by special dividend to the Company stockholders,

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

of June 30, 2025, there were 10,552,143

shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an 59.49 %

majority-interest ownership and PAVmed has a controlling financial interest, with the remaining 40.51 %

minority-interest ownership held by unrelated third-parties.

These ownership interests in Veris Health do not reflect the

approximately $ 24.0

million of intercompany debt owed by Veris to PAVmed, which at the stated conversion price of $ 1.50 ,

is convertible into 16,001,294

shares of common stock of Veris Health;

giving effect to the conversion of such note, PAVmed’s ownership interest in Veris

would be 83.9 %.

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

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

condensed consolidated balance sheets.

June 23, 2025, Veris entered into subscription agreements (each, a “Veris June 2025 Subscription Agreement”) with

certain accredited investors (collectively, the “June 2025 Investors”), pursuant to which Veris agreed to sell and the

Investors agreed to purchase (the “June 2025 Offering”) 1,800,000

shares of common stock, par value $ 0.001

per share, of Veris (“Veris Common Stock”) and warrants to purchase 1,800,000

shares of Veris Common Stock (“Veris Warrants”), at a purchase price of $ 1.40

per share of Veris Common Stock.

the same day, Veris consummated the June 2025 Offering, generating gross proceeds to Veris of approximately $ 2.5

million, with less than $ 0.1 million of issuance costs.

The proceeds of the offering will be used to continue

development activities related to Veris’ implantable physiological monitor and for general working capital purposes.

Veris June 2025 Subscription Agreements contain customary representations, warranties, covenants and indemnities of Veris and the

June 2025 Investors, as well as a covenant by Veris to provide the June 2025 Investors with protection against subsequent equity

raises by Veris at a lower valuation (solely to the extent the June 2025 Investors continue to hold the shares issued in the June

2025 Offering), with such protection to be effected through the issuance of additional shares of Veris Common Stock.

Veris granted certain of the June 2025 Investors a 100% participation right in future offerings of equity securities by Veris,

subject to existing participation rights of the Company’s debt holder, and agreed not to incur any indebtedness until December

23, 2026, subject to certain exceptions.

In accordance with the Veris June 2025 Subscription Agreement, Veris also entered into a

registration rights agreement (the “Registration Rights Agreement”) with the June 2025 Investors, pursuant to which

Veris granted the June 2025 Investors customary demand and piggyback registration rights.

The June 2025 Investors may exercise the

demand registration rights only if Veris consummates a going public transaction.

14 — Noncontrolling Interest - continued

Veris Warrants become exercisable six months after issuance and expire on the earlier of (i) the five-year anniversary of the initial

exercise date and (ii) the 60th day following receipt by Veris of FDA approval of its implantable physiological monitor.

The Veris Warrants

have an exercise price of $1.40 per share, subject to adjustment as described below.

The Veris Warrants may be exercised only for cash.

The exercise price and number and type of securities or other property issuable on exercise of the Veris Warrants may be adjusted in

certain circumstances, including in the event of a stock split or combination, stock dividend, or a recapitalization, reorganization,

merger or similar transaction.

In addition, if Veris completes a subsequent equity raises at a lower valuation, the exercise price of

the Veris Warrants will be reduced to such lower valuation and the number of shares issuable on exercise of the Veris Warrants will be

increased so that the aggregate exercise price remains the same.

In addition, a holder of the Veris Warrants will be entitled to participate

in rights offerings or pro rata distributions by Veris.

The Veris Warrants are classified as equity in accordance as they are indexed

to the Company’s own stock and meet the criteria for equity classification.

15 — 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 income (loss) - before noncontrolling interest

8 unchanged sentences

Fair Value Adjustment for diluted EPS calculation

Series C Convertible Preferred Stock dividends and deemed dividends

Net income (loss) attributable to PAVmed Inc.

2 unchanged sentences

Restricted stock awards

PAVM Pre-Funded Warrants

Senior Convertible Note

Series B Convertible Preferred Stock

Series C Convertible Preferred Stock

5 unchanged sentences

stockholders, diluted (1)

(1) - Convertible preferred 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.

The common stock equivalents have

been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive, are as follows:

The Series B Convertible Preferred

Stock dividends earned as of each of the respective periods noted, are included in the calculation of basic and diluted net loss attributable

to PAVmed common stockholders for each respective period presented.

Notwithstanding, the Series B Convertible Preferred Stock dividends

are recognized as a dividend payable only upon the dividend being declared payable by the Company’s board of directors.

Note 15 — Net Income (Loss) Per Share - continued

Basic weighted-average number of

shares of common stock outstanding for the three months ended March 31, 2025 and 2024 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 months ended March 31, 2024, 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:

(1) - Convertible preferred

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.

15 — Net Income (Loss) Per Share - continued

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

be anti-dilutive, are as follows:

Series B Convertible Preferred Stock dividends earned as of each of the respective periods noted, are included in the calculation of

basic and diluted net loss attributable to PAVmed common stockholders for each respective period presented.

Notwithstanding, the Series

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

board of directors.

weighted-average number of shares of common stock outstanding for the six months ended June 30, 2025 and 2024 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 months ended June

30, 2025 and the three and six months ended June 30, 2024, 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

3 unchanged sentences

Series B Convertible Preferred Stock

The total stock options are inclusive

of 54,480 and 60,054 stock options as of March 31, 2025 and 2024, respectively, granted outside the PAVmed 2014 Equity Plan.

Note 16 — Segment Information

PAVmed is structured to be a multi-product

life sciences company organized to advance a pipeline of innovative healthcare technologies.

PAVmed is focused on innovating, developing,

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

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

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

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

Our current focus is multi-fold.

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

we remain the shareholder with the largest voting interest.

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

are focused in the immediate term on entering into strategic partnership opportunities with leading academic oncology systems to expand

access to the Veris Cancer Care Platform, while concurrently developing an implantable physiological monitor, designed to be implanted

alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform.

The Company manages the business activities on

a consolidated basis and operates in one reportable segment.

PAVmed’s Chief Executive Officer

is the Chief Operating Decision Maker (“CODM”).

The CODM uses consolidated net income(loss) to assess segment profit or loss,

allocate resources and assess performance.

Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing,

research and development, and general and administrative) at the consolidated level to manage the Company’s operations.

The Company’s

significant segment expenses and other segment items align with the financial statements line items presented in its the consolidated

statements of operations.

During the three months ended March

31, 2025 and 2024 revenues resulting from subscription revenue or patient laboratory test results was concentrated in the United States.

of segment assets is reported on the balance sheet as total consolidated assets, and concentrated in the United States.

total stock options are inclusive of 54,480 and 60,054 stock options as of June 30, 2025 and 2024, respectively, granted outside the

PAVmed 2014 Equity Plan.

16 — Segment Information

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

is focused on innovating, developing, acquiring, and commercializing novel products that target unmet medical needs with large addressable

market opportunities.

Leveraging our corporate structure—a parent company that will establish distinct subsidiaries for each financed

asset—we have the flexibility to raise capital at the PAVmed level to fund product development, or to structure financing directly

into each subsidiary in a manner tailored to the applicable product, the latter of which is our current strategy given prevailing market

current focus is multi-fold.

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

of our subsidiary Lucid, of which we remain the shareholder with the largest voting interest.

In addition, through a separate majority-owned

subsidiary, Veris Health, we are focused in the immediate term on entering into strategic partnership opportunities with leading academic

oncology systems to expand access to the Veris Cancer Care Platform, while concurrently developing an implantable physiological monitor,

designed to be implanted alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform.

The Company manages

the business activities on a consolidated basis and operates in one reportable segment.

Chief Executive Officer is the Chief Operating Decision Maker (“CODM”).

The CODM uses consolidated net income(loss) to assess

segment profit or loss, allocate resources and assess performance.

Further, the CODM reviews and utilizes functional expenses (cost of

revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s

The Company’s significant segment expenses and other segment items align with the financial statements line items presented

in the consolidated statements of operations.

the three and six months ended June 30, 2025 and 2024 revenues resulting from subscription revenue or patient laboratory test results

was concentrated in the United States.

The measure of segment assets is reported on the balance sheet as total consolidated assets, and

concentrated in the United States.

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