What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-15 · 660 added, 573 removed, 17 unchanged (99% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

The following discussion and analysis

of our unaudited condensed consolidated financial condition and results of operations should be read together with our Annual Report on

Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the

Unless the context otherwise requires,

(i) “we”, “us”, and “our”, and the “Company” and “PAVmed” refer to PAVmed

Management’s Discussion and Analysis of Financial Condition and Results of Operations

following discussion and analysis of our unaudited condensed consolidated financial condition and results of operations should be read

together with our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), as filed with the Securities

and Exchange Commission (the “SEC”).

the context otherwise requires, (i) “we”, “us”, and “our”, and the “Company” and “PAVmed”

refer to PAVmed Inc.

and its subsidiaries, including its subsidiary Lucid Diagnostics Inc.

(“Lucid Diagnostics” or “Lucid”) and

its majority-owned subsidiary Veris Health Inc.

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

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

(“Lucid Diagnostics” or “Lucid”)

and its majority-owned subsidiary Veris Health Inc.

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

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

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

2 unchanged sentences

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

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q

(this “Form 10-Q”), including the discussion and analysis of our unaudited condensed consolidated financial condition and

results of operations, contains forward-looking statements that involve substantial risks and

uncertainties.

All statements, other than statements of historical facts, contained in this Form 10-Q, including statements regarding

our future results of operations and financial position, business strategy and plans and objectives of management for future operations,

are forward-looking statements.

The words “may,” “will,” “should,” “expects,” “plans,”

“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”

“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative

of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements

contain these identifying words.

Forward-looking statements are not guarantees of future performance and the Company’s actual results

may differ significantly from those expressed or implied in the forward-looking statements.

Factors that might cause such differences

include, but are not limited to, those discussed in Item 1A of Part I of the Form 10-K under the heading “Risk Factors.”

Important factors that may affect our actual results

our limited operating history;

our financial performance, including our ability to generate revenue;

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

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

the ability of our products to achieve market acceptance;

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

our potential ability to obtain additional financing when and if needed;

our ability to protect our intellectual property;

our ability to complete strategic acquisitions;

our ability to manage growth and integrate acquired operations;

the potential liquidity and trading of our securities;

our regulatory and operational risks;

cybersecurity risks;

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

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

In addition, our forward-looking

statements do not reflect the potential impact of any future financings, acquisitions, mergers, dispositions, joint ventures or investments

We may not actually

achieve the results, plans, and/or objectives disclosed in our forward-looking statements, and the intended or expected developments

and/or other events disclosed in our forward-looking statements may not actually occur, and accordingly you should not place undue

reliance on our forward-looking statements.

You should read this Quarterly Report on Form 10-Q and the documents we have filed as

exhibits to this Form 10-Q and the Form 10-K completely and with the understanding our actual future results may be materially

different from what we expect.

We do not assume any obligation to update any forward-looking statements, whether as a result of new

information, future events or otherwise, except as required by applicable law.

PAVmed is 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 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.

Our current focus is multi-fold.

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

of which we remain the shareholder with the largest voting interest.

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

Health, we offer the Veris Cancer Care Platform.

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.

Recent Developments

EsoGuard Medicare Coverage

In November 2024, Lucid submitted

to MolDx its complete clinical evidence package in support of a request for reconsideration of the non-coverage language in the LCD to

secure Medicare coverage for EsoGuard.

FORWARD-LOOKING

Quarterly Report on Form 10-Q (this “Form 10-Q”), including the discussion and analysis of our unaudited condensed consolidated

financial condition and results of operations, contains forward-looking statements that involve substantial risks and uncertainties.

All statements, other than statements of historical facts, contained in this Form 10-Q, including statements regarding our future results

of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking

The words “may,” “will,” “should,” “expects,” “plans,” “anticipates,”

“could,” “intends,” “target,” “projects,” “contemplates,” “believes,”

“estimates,” “predicts,” “potential” or “continue” or the negative of these terms or

other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these

identifying words.

Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ

significantly from those expressed or implied in the forward-looking statements.

Factors that might cause such differences include, but

are not limited to, those discussed in Item 1A of Part I of the Form 10-K under the heading “Risk Factors.”

factors that may affect our actual results include:

limited operating history;

financial performance, including our ability to generate revenue;

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

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

ability of our products to achieve market acceptance;

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

potential ability to obtain additional financing when and if needed;

ability to protect our intellectual property;

ability to complete strategic acquisitions;

ability to manage growth and integrate acquired operations;

potential liquidity and trading of our securities;

regulatory and operational risks;

cybersecurity

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

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

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

joint ventures or investments we may make.

may not actually achieve the results, plans, and/or objectives disclosed in our forward-looking statements, and the intended or

expected results, developments and/or other events disclosed in our forward-looking statements may not actually occur, and

accordingly you should not place undue reliance on our forward-looking statements.

You should read this Quarterly Report on Form

10-Q and the documents we have filed as exhibits to this Form 10-Q and the Form 10-K completely and with the understanding our

actual future results may be materially different from what we expect.

We do not assume any obligation to update any forward-looking

statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

is 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 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 commercial expansion and execution of EsoGuard, which is the flagship product of

our subsidiary, Lucid Diagnostics, of which we remain the shareholder with the largest voting interest.

In addition, through a separate

majority-owned subsidiary, Veris Health, we offer the Veris Cancer Care Platform.

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, PMX,

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.

Medicare Coverage

November 2024, Lucid submitted to MolDx its complete clinical evidence package in support of a request for reconsideration of the non-coverage

language in the LCD to secure Medicare coverage for EsoGuard.

The EsoGuard clinical evidence package included six new peer-reviewed publications:

three clinical

validation studies (two in the intended use population, one case control), two clinical utility studies, and one analytical validation

The current LCD provides clear coverage criteria consistent with the American College of Gastroenterology (ACG) guidelines for

esophageal precancer testing.

The package was submitted as part of a request for reconsideration of the non-coverage language in the LCD

to secure Medicare coverage for EsoGuard.

NCCN Clinical Practice Guidelines Update

In March 2025, Lucid announced that

a recent update to the National Comprehensive Cancer Network® (NCCN) Clinical Practice Guidelines in Oncology (NCCN Guidelines®)

focused on Esophageal and Esophagogastric Junction Cancers (Version 1.2025) has added a new section on BE screening.

The NCCN Guidelines®

now reference professional society guidelines on BE screening, including the most recent ACG clinical guideline discussed above, which

recommends non-endoscopic biomarker testing, such as EsoGuard performed on samples collected with EsoCheck, as an acceptable alternative

to invasive upper endoscopy to detect esophageal precancer.

Recent Developments - continued

Business - continued

Clinical Study Publications

On March 18, 2025, Lucid announced

that its ENVET-BE clinical utility study has been accepted for publication in Gastroenterology & Hepatology—the fifth peer-reviewed

publication of clinical utility data for Lucid’s EsoGuard® Esophageal DNA Test, and the second to present findings from a real-world

screening population.

The manuscript, entitled “Enhancing the Diagnostic Yield of EGD for Diagnosis of Barrett’s Esophagus

Through Methylated DNA Biomarker Triage,” demonstrates that confirmatory upper endoscopy (EGD) performed in EsoGuard-positive patients

had a substantially higher diagnostic yield for detecting esophageal precancer (Barrett’s Esophagus or BE) than the expected yield

of screening EGD alone in at-risk patients.

The ENVET-BE study reviewed real-world data from a cohort of 199 EsoGuard-positive patients

who completed confirmatory EGD.

The overall positive diagnostic yield for BE was 2.4-fold higher than the expected yield of screening

EGD alone, based on disease prevalence within an at-risk population.

The yield was nearly three-fold higher in patients meeting American

College of Gastroenterology (ACG) screening criteria.

Highmark Reimbursement Approval

On March 13, 2025, Lucid announced that Highmark Blue

Cross Blue Shield, an independent licensee of the Blue Cross and Blue Shield Association, has issued a positive coverage policy for non-invasive

screening of esophageal precancer and cancer in New York state.

The new policy will cover EsoGuard in patients who meet established criteria

for esophageal precancer testing consistent with professional society guidelines.

CWRU NIH Grant Related to EsoGuard and EsoCheck

On February 27, 2025, Lucid announced that principal

investigators from CWRU and University Hospitals (“UH”), were awarded an $8 million National Institutes of Health (NIH) R01

grant to conduct a five-year clinical study designed to evaluate esophageal precancer detection using EsoCheck and EsoGuard among at-risk

individuals without symptoms of chronic gastroesophageal reflux disease (“GERD”).

The study, “A Clinical Trial of Cancer

Prevention by Biomarker Based Detections of Barrett’s Esophagus and Its Progression,” aims to evaluate the effectiveness of

EsoCheck and EsoGuard in detecting esophageal precancer (Barrett’s Esophagus or BE) to prevent esophageal cancer (EAC) within a

non-GERD at-risk population.

To accomplish this aim, 800 patients without GERD symptoms who meet the American Gastroenterological Association’s

(AGA) risk criteria for screening will be recruited across five participating research centers:

University Hospitals, University of Colorado,

Johns Hopkins University, University of North Carolina, and Cleveland Clinic.

On April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group

LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares

of its common stock.

Under the Sales Agreement, the Company may not

issue or sell through Maxim a dollar amount of shares that would exceed $2,880,000 of shares.

The Company will pay Maxim a commission

of 3.0% of the aggregate gross sales prices of the shares.

The Company intends to use the net proceeds from any such sales for working

capital and general corporate purposes.

This facility replaces the “at the market”

facility PAVmed previously maintained with Cantor (which facility was on substantially similar terms).

PAVmed/Veris Common Stock Offering

On 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).

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 proceeds of the offering will be used to resume development

activities related to Veris’ implantable physiological monitor and for general working capital purposes.

Recent Developments - continued

Financing - continued

Lucid Diagnostics — Confidentially Marketed

Public Offering

On April 11, 2025, Lucid closed on the sale of 14,375,000

shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price of $1.20 per share (the

“Lucid CMPO”)

The net proceeds from the Lucid CMPO, after deducting

the underwriting discount and other expenses of the Lucid CMPO, were approximately $16.1 million.

Lucid intends to use the net proceeds

from the Lucid CMPO for working capital and general corporate purposes.

Lucid Diagnostics — Registered Direct Offering

On March 5, 2025, Lucid closed on

the sale of 13,939,331 shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price

of $1.10 per share (the “Lucid RDO”).

The net proceeds of the Lucid RDO,

after deducting the estimated placement agent’s fees and other expenses of the Lucid RDO, were approximately $14.9 million.

Lucid intends to use the net proceeds from the Lucid RDO for working capital and other general corporate purposes.

In connection with the Lucid RDO,

Lucid suspended its “at the market offering” program.

In November 2022, Lucid entered into a Controlled Equity Offering℠

Sales Agreement (the “Lucid Sales Agreement”) with Cantor Fitzgerald & Co.

Pursuant to the Sales

Agreement, from time to time, Lucid may offer and sell shares of its common stock to or through Cantor, acting as sales agent or principal.

Sales of Lucid’s common stock by Cantor, if any, under the Sales Agreement may be made by any method permitted by law and deemed

to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act (the “Lucid ATM

Lucid filed a prospectus supplement dated December 6, 2022 (the “Lucid ATM Prospectus Supplement”), for

the offer and sale of shares of its common stock having an aggregate offering price of up to $6.5 million in the Lucid ATM Offering.

as of March 4, 2025, Lucid terminated the Lucid ATM Prospectus Supplement.

Lucid will not make any sales of common stock in the Lucid

ATM Offering unless and until a new prospectus or prospectus supplement is filed.

Other than the termination of the Lucid ATM Prospectus

Supplement, the Lucid Sales Agreement remains in full force and effect.

Lucid Diagnostics — Debt Refinancing

On November 22, 2024,

Lucid closed on the sale of $21.975 million in principal amount of 12.0% Senior Secured Convertible Notes due 2029 (collectively,

the “Lucid 2024 Convertible Notes”), in a private placement, to certain accredited investors.

Lucid realized gross

proceeds of $21.95 million and, after giving effect to the repayment in full of the Lucid March 2023 Senior Convertible Note, net proceeds of $18.3 million from the sale of the Lucid 2024 Convertible Notes.

Results of Operations

The Company recognized revenue from subscription revenue derived from its Veris Health Cancer Care Platform.

three clinical validation studies (two in the intended use population, one case control), two clinical utility studies, and one analytical

validation study.

The current LCD provides clear coverage criteria consistent with the American College of Gastroenterology (ACG) guidelines

for esophageal precancer testing.

The package was submitted as part of a request for reconsideration of the non-coverage language in

the LCD to secure Medicare coverage for EsoGuard.

As part of the LCD reconsideration process, MolDX-participating Medicare Administrative Contractors are scheduled

to convene a Contractor Advisory Committee (CAC) Meeting regarding the LCD on September 4, 2025.

2000® and 3000® Indexes

June 27, 2025, Lucid was added to the Russell 2000® Index and the Russell 3000® Index, following the 2025 annual reconstitution

by FTSE Russell.

Developments - continued

Comprehensive Esophageal Precancer Testing Program Using EsoGuard

June 18, 2025, Lucid announced that Hoag, a nationally recognized regional healthcare delivery network, launched a comprehensive, integrated

esophageal precancer testing program using Lucid’s EsoGuard® Esophageal DNA Test.

Lucid will partner with Hoag to offer EsoGuard

testing across its digestive health, primary care, and concierge medicine programs.

Clinical Practice Guidelines Update

March 2025, Lucid announced that a recent update to the National Comprehensive Cancer Network® (NCCN) Clinical Practice Guidelines

in Oncology (NCCN Guidelines®) focused on Esophageal and Esophagogastric Junction Cancers (Version 1.2025) has added a new section

on BE screening.

The NCCN Guidelines® now reference professional society guidelines on BE screening, including the most recent ACG

clinical guideline discussed above, which recommends non-endoscopic biomarker testing, such as EsoGuard performed on samples collected

with EsoCheck, as an acceptable alternative to invasive upper endoscopy to detect esophageal precancer.

Study Publications

April 2025, Lucid’s fifth peer-reviewed clinical utility manuscript, “ Enhancing the Diagnostic Yield of EGD for Diagnosis

of Barrett’s Esophagus Through Methylated DNA Biomarker Triage ,” was published in Gastroenterology & Hepatology .

This manuscript presents clinical utility data from the ENVET-BE study, which is the second to assess the clinical utility of EsoGuard

in a real-world screening population.

The ENVET-BE study analyzed 209 EsoGuard-positive patients who underwent biomarker triage and confirmatory

EGD in the 2023 calendar year, to test the hypothesis that EGDs performed on patients who first triage positive on EsoGuard have higher

diagnostic yield than screening EGDs alone.

The yield of screening EGDs was estimated by literature-established disease prevalence (10.6%).

A 2.4-fold increase in BE detection compared with the performance goal was observed for the full study population.

In the cohort meeting

American College of Gastroenterology (ACG) criteria for BE screening, the diagnostic yield was increased by 2.7-fold.

August 1, 2025, the American Journal of Gastroenterology e-published (ahead of printing) the manuscript “Nonendoscopic

Detection of Barrett’s Esophagus in Patients Without GERD Symptoms.” This investigator-initiated pilot study evaluated EsoGuard

in 120 patients without GERD symptoms, but meeting American Gastroenterological Association (AGA) BE screening criteria.

Of 34 EsoGuard-positive

patients, 27 underwent EGD, confirming BE in 9 cases (PPV:

Of 86 EsoGuard-negative patients, 22 volunteered for EGD, with zero

BE cases (NPV:

This is the first study to assess EsoGuard in this expanded risk group and informed the design of a larger, ongoing

NIH R01-funded study.

Reimbursement Approval

March 13, 2025, Lucid announced that Highmark Blue Cross Blue Shield, an independent licensee of the Blue Cross and Blue Shield Association,

has issued a positive coverage policy for non-invasive screening of esophageal precancer and cancer in New York state.

The new policy, which became effective as of May 26, 2025,

will cover EsoGuard in patients who meet established criteria for esophageal precancer testing consistent with professional society guidelines.

NIH Grant Related to EsoGuard and EsoCheck

February 27, 2025, Lucid announced that principal investigators from CWRU and University Hospitals (“UH”), were awarded an

$8 million National Institutes of Health (NIH) R01 grant to conduct a five-year clinical study designed to evaluate esophageal precancer

detection using EsoCheck and EsoGuard among at-risk individuals without symptoms of chronic gastroesophageal reflux disease (“GERD”).

The study, “A Clinical Trial of Cancer Prevention by Biomarker Based Detections of Barrett’s Esophagus and Its Progression,”

aims to evaluate the effectiveness of EsoCheck and EsoGuard in detecting esophageal precancer (Barrett’s Esophagus or BE) to prevent

esophageal cancer (EAC) within a non-GERD at-risk population.

To accomplish this aim, 800 patients without GERD symptoms who meet the

American Gastroenterological Association’s (AGA) risk criteria for screening will be recruited across five participating research

University Hospitals, University of Colorado, Johns Hopkins University, University of North Carolina, and Cleveland Clinic.

Developments - continued

Financing (June 2025)

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 June 2025

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.

On the same day, Veris consummated the June 2025 Offering, generating gross

proceeds to Veris of approximately $2.5 million.

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 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 under certain circumstances.

Financing (February 2025)

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 proceeds of

the offering will be used to resume development activities related to Veris’ implantable physiological monitor and for general

working capital purposes.

Pre-Funded Warrants became exercisable upon the receipt of the stockholder approval described above on June 18, 2025, and were exercised

as of June 19, 2025.

April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group LLC, as sales agent (“Maxim”),

pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares of its common stock.

Under the Sales

Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2.88 million of shares.

will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares.

The Company intends to use the net proceeds from

any such sales for working capital and general corporate purposes.

facility replaces the “at the market” facility PAVmed previously maintained with Cantor (which facility was on substantially

similar terms).

May 30, 2025, Lucid entered into an “at-the-market offering” (“ATM”) for up to $25.0 million of its common stock

that may be offered and sold under a Controlled Equity Offering Agreement between Lucid and Maxim Group LLC.

In the six months ended

June 30, 2025, Lucid sold 215,421 shares through its at-the-market equity facility for net proceeds of approximately $0.3 million,

after payment of 3% commissions.

Diagnostics — Confidentially Marketed Public Offering

April 11, 2025, Lucid closed on the sale of 14,375,000 shares of its common stock, pursuant to its previously announced offering of

shares of common stock at a price of $1.20 per share (the “Lucid CMPO”).

The net proceeds from the Lucid CMPO,

after deducting the underwriting discount and other expenses of the Lucid CMPO, were approximately $16.2 million.

Lucid intends to

use the net proceeds from the Lucid CMPO for working capital and general corporate purposes.

Diagnostics — Registered Direct Offering

March 5, 2025, Lucid closed on the sale of 13,939,330 shares of its common stock, pursuant to its previously announced offering of

shares of common stock at a price of $1.10 per share (the “Lucid RDO”).

The net proceeds of the Lucid RDO, after

deducting the estimated placement agent’s fees and other expenses of the Lucid RDO, were approximately $14.9 million.

intends to use the net proceeds from the Lucid RDO for working capital and other general corporate purposes.

of Operations

Company recognized revenue from subscription revenue derived from its Veris Health Cancer Care Platform.

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

t he Company recognized revenue primarily

resulting from the delivery of patient EsoGuard test results when the Company considered the collection of such consideration to be probable

to the extent that it is unconstrained.

Cost of revenue

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

the cost of revenues recognized primarily

from the delivery of patient EsoGuard test results includes costs related to EsoCheck device usage, shipment of test collection kits,

royalties and the cost of services to process tests and provide results to physicians.

We have incurred expenses for tests in the period

in which the activities occur, therefore, gross margin as a percentage of revenue has varied from quarter to quarter due to costs being

incurred in one period that relate to revenues recognized in a later period.

We expect that gross margin for

our services will fluctuate based on the commercialization efforts of our subsidiaries.

Sales and marketing expenses

Sales and marketing

expenses consist primarily of salaries and related costs for employees engaged in sales, sales support and marketing activities, as

well as advertising and promotion expenses.

We anticipate our sales and marketing expenses to decrease in the future compared to

historical periods due to the deconsolidation of Lucid, as going forward, the expenses associated with the sales and marketing

operations for the Lucid EsoGuard test will no longer be recorded within the Company’s operating results.

General and administrative expenses

consist primarily of salaries and related costs for personnel, travel expenses, facility-related costs, professional fees for accounting,

tax, audit and legal services, salaries and related costs for employees involved in third-party payor reimbursement contract negotiations

and consulting fees and other expenses associated with obtaining and maintaining patents within our intellectual property portfolio.

We anticipate our general

and administrative expenses will decrease in the future compared to historical periods due to the deconsolidation of Lucid, as going

forward, the general and administrative expenses, including third-party payor reimbursement costs, incurred by Lucid will no longer

be recorded within the Company’s operating results.

In the future, general and administrative expenses will include those

expenses related to being a public company, including fees and expenses for audit, legal, regulatory, tax-related services,

insurance premiums and investor relations costs associated with maintaining compliance as a public company for PAVmed and its

majority-owned subsidiaries.

Research and development expenses

are recognized in the period they are incurred and consist principally of internal and external expenses incurred for the development

of our products, including:

consulting costs for engineering design and development;

salary and benefit costs associated with our medical research personnel and engineering personnel;

costs associated with submission of regulatory filings;

cost of laboratory supplies and acquiring, developing, and manufacturing preclinical prototypes;

product design engineering studies.

The reported research and

development activities, including our clinical trials, were focused principally on the acceleration of EsoGuard and Veris Cancer

Care Platform commercialization.

Due to the deconsolidation of Lucid, going forward, the expenses in respect of the Company’s

research and development activities will include those associated with research and development activities related to the Veris Cancer Care Platform, the PMX incubator program and other products in

our pipeline as well as applicable new technologies, as resources permit.

Other Income and Expense, net

Other income and expense, net, consists

principally of changes in fair value of our convertible notes and losses on extinguishment of debt upon repayment of such convertible

Presentation of Dollar Amounts

All dollar amounts in this Management’s

Discussion and Analysis of Financial Condition and Results of Operations are presented as dollars in millions, except for share and per

share amounts.

Results of Operations - continued

The three months ended March 31, 2025 as compared

to three months ended March 31, 2024

In the three months ended March

31, 2025, revenue was less than $0.1 million as compared to $1.0 million for the corresponding period in the prior year.

The $1.0 million

decrease principally relates to the revenue from Lucid’s EsoGuard Esophageal DNA Tests not being included in our operating results

for the three months ended March 31, 2025 as compared to the prior year, during which all three months of Lucid’s operating results

were so included.

Cost of revenue

In the three months ended March

31, 2025, cost of revenue was less than $0.1 million as compared $1.7 million for the corresponding period in the prior year.

decrease of $1.7 million was principally related to Lucid’s results not being included in our operating results for the three months

ended March 31, 2025 as compared to the prior year, during which all three months of Lucid’s operating results were so included.

Sales and marketing expenses

In the three months ended March

31, 2025, sales and marketing costs were approximately $0.2 million as compared to $4.3 million for the corresponding period in the prior

The net decrease of $4.1 million was principally related to Lucid’s results not being included in our operating results for

the three months ended March 31, 2025 as compared to the prior year, during which all three months of Lucid’s operating results

were so included.

General and administrative expenses

In the three months ended March

31, 2025, general and administrative costs were approximately $4.4 million as compared to $6.7 million for the corresponding period in

t he Company recognized revenue primarily resulting from the delivery of patient EsoGuard test results when the Company considered

the collection of such consideration to be probable to the extent that it is unconstrained.

Company’s cost of revenue from subscription revenue was derived from its Veris Health Cancer Care Platform.

Until September

10, 2024, the date of deconsolidation of Lucid Diagnostics from PAVmed’s consolidated results, the cost of revenues recognized

was primarily from the delivery of patient EsoGuard test results and included costs related to EsoCheck device usage, shipment of

test collection kits, royalties and the cost of services to process tests and provide results to physicians.

We have incurred

expenses for tests in the period in which the activities occur, therefore, gross margin as a percentage of revenue has varied from

quarter to quarter due to costs being incurred in one period that relate to revenues recognized in a later period.

expect that gross margin for our services will fluctuate based on the commercialization efforts of our subsidiaries.

and marketing expenses

and marketing expenses consist primarily of salaries and related costs for employees engaged in sales, sales support and marketing

activities, as well as advertising and promotion expenses.

We anticipate our sales and marketing expenses to decrease in the future

compared to historical periods ending on or prior to September 30, 2024 due to the deconsolidation of Lucid as of September 10, 2024, as going forward, the

expenses associated with the sales and marketing operations for the Lucid EsoGuard test will no longer be recorded within the

Company’s operating results.

and administrative expenses

and administrative expenses consist primarily of salaries and related costs for personnel, travel expenses, facility-related costs, professional

fees for accounting, tax, audit and legal services, salaries and related costs for employees involved in third-party payor reimbursement

contract negotiations and consulting fees and other expenses associated with obtaining and maintaining patents within our intellectual

property portfolio.

anticipate our general and administrative expenses will decrease in the future compared to historical periods ending on or prior to

September 30, 2024 due to the deconsolidation of Lucid as of September 10, 2024, as going forward, the general and administrative expenses, including

third-party payor reimbursement costs, incurred by Lucid will no longer be recorded within the Company’s operating results.

the future, general and administrative expenses will include those expenses related to being a public company, including fees and

expenses for audit, legal, regulatory, tax-related services, insurance premiums and investor relations costs associated with

maintaining compliance as a public company for PAVmed and its majority-owned subsidiaries.

and development expenses

and development expenses are recognized in the period they are incurred and consist principally of internal and external expenses incurred

for the development of our products, including:

costs for engineering design and development;

and benefit costs associated with our medical research personnel and engineering personnel;

associated with submission of regulatory filings;

of laboratory supplies and acquiring, developing, and manufacturing preclinical prototypes;

design engineering studies.

expenses of our research and development activities, including our clinical trials, for historical periods ending on or prior to

September 30, 2024 were principally related to EsoGuard and the Veris Cancer Care Platform.

Due to the deconsolidation of Lucid on

September 10, 2024, the expenses in respect of the Company’s research and development activities for subsequent historical

periods and future periods will include those associated with research and development activities related to the Veris Cancer Care

Platform, the PMX incubator program and other products in our pipeline as well as applicable new technologies, as resources

Income and Expense, net

income and expense, net, consists principally of management fee income received from Lucid, changes in fair value of our convertible

notes and losses on extinguishment of debt upon repayment of such convertible notes.

of Dollar Amounts

dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented as dollars

in millions, except for share and per share amounts.

three months ended June 30, 2025 as compared to three months ended June 30, 2024

the three months ended June 30, 2025, revenue was less than $0.1 million as compared to $1.0 million for the corresponding period in the prior

The $1.0 million decrease principally relates to the revenue from Lucid’s EsoGuard Esophageal DNA Tests not being included

in our operating results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s

operating results were so included.

the three months ended June 30, 2025, cost of revenue costs were less than $0.1 million, as compared to $1.7 million for the

corresponding period in the prior year.

The net decrease of $1.6 million principally related to Lucid’s results not being included

in our operating results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s

operating results were so included.

and marketing expenses

the three months ended June 30, 2025, sales and marketing costs were approximately $0.2 million as compared to $4.2 million for the corresponding

period in the prior year.

The net decrease of $4.0 million principally related to Lucid’s results not being included in our operating

results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s operating

results were so included.

and administrative expenses

the three months ended June 30, 2025, general and administrative costs were approximately $3.7 million as compared to $7.0 million for

the corresponding period in the prior year.

The net decrease of $3.3 million principally related to Lucid’s results not being included

in our operating results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s

operating results were so included.

and development expenses

the three months ended June 30, 2025, research and development costs were approximately $0.8 million as compared to $1.6 million for

the corresponding period in the prior year.

The net decrease of $0.8 million principally related to Lucid’s results not being included

in our operating results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s

operating results were so included.

of Acquired Intangible Assets

amortization of acquired intangible assets was zero in the three months ended June 30, 2025, as compared to

$0.1 million for the corresponding period in the prior year.

The decrease of $0.1 million in the current period was due to certain acquired

intangible assets being fully amortized in February 2024.

Income and Expense

in fair value of convertible debt

the three months ended June 30, 2025 and 2024, the change in the fair value of our convertible notes was approximately $0.2 million and

$0.6 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note,

and the Lucid March 2023 Senior Convertible Note.

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

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

at estimated fair value as of each reporting period date.

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

non-cash expense on the issue dates.

Change in management fee income

In the three months ended June 30,

2025, management fee income was approximately $3.2 million as compared to zero for the corresponding period in the prior year.

The increase of $3.2 million principally related to Lucid’s results ceasing to be consolidated in our operating results as of

September 10, 2024.

of Operations - continued

three months ended June 30, 2025 as compared to the three months ended June 30, 2024 - continued

Income and Expense - continued

on Debt Extinguishment

The Company did not incur debt extinguishment

loss in the three months ended June 30, 2025.

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

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

Note as discussed below.

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

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

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

common stock of the Company).

In addition, the Company agreed to pay $0.2 million in cash related to acceleration floor payments

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

The conversions and floor

acceleration payments resulted in a debt extinguishment loss of $0.3 million in the three months ended June 30, 2024.

the three months ended June 30, 2024, approximately $1.1 million of

principal repayments along with approximately $0.2 million of interest expense thereon, were settled through the issuance of 2,117,883

shares of Lucid common stock, with such shares having a fair value of approximately $1.9 million (with such fair value measured as

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

The conversions resulted in a debt extinguishment

loss of $0.5 million in the three months ended June 30, 2024.

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

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

in fair value of Equity Method Investment

June 30, 2025, the fair value of the Company’s investment in Lucid was $36.0 million, with the company recognizing an

unrealized loss on its investment in Lucid of $10.6 million in the accompanying unaudited condensed consolidated statements of

operations for the three months ended June 30, 2025.

The fair value of common shares of Lucid held by the Company was

determined using the $1.15 closing price per share of Lucid’s common stock as of June 30,

2025, as compared to Lucid’s common stock price per share of $1.49 at March 31, 2025.

of Operations - continued

six months ended June 30, 2025 as compared to six months ended June 30, 2024

the six months ended June 30, 2025, revenue was less than $0.1 million as compared to $2.0 million for the corresponding period in

the prior year.

The $2.0 million decrease was principally related to the revenue from Lucid’s EsoGuard Esophageal DNA Tests not

being included in our operating results for the six months ended June 30, 2025 as compared to the prior year, during which all six

months of Lucid’s operating results were so included.

the six months ended June 30, 2025, cost of revenue was less than $0.1 million as compared $3.4 million for the corresponding period

in the prior year.

The net decrease of $3.3 million was principally related to Lucid’s results not being included in our operating

results for the three months ended March 31, 2025 as compared to the prior year, during which all three months of Lucid’s operating

results for the six months ended June 30, 2025 as compared to the prior year, during which all six months of Lucid’s operating

results were so included.

Research and development expenses

In the three months ended March

31, 2025, research and development costs were approximately $0.8 million as compared to $1.9 million for the corresponding period in the

The net decrease of $1.1 million was principally related to Lucid’s results not being included in our operating results

for the three months ended March 31, 2025 as compared to the prior year, during which all three months of Lucid’s operating results

were so included.

Amortization of Acquired Intangible Assets

The amortization of acquired intangible

assets was zero in the three months ended March 31, 2025, as compared to $0.4 million for the corresponding period in the prior year.

The decrease of $0.4 million in the current period was due to certain acquired intangible assets being fully amortized in February 2024.

Other Income and Expense

Change in fair value of convertible debt

In the three months ended

March 31, 2025 and March 31, 2024, the change in the fair value of our convertible notes was less than $0.1 million and $2.2 million

of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and (for

the three months ended March 31, 2024 only) the Lucid March 2023 Senior Convertible Note.

The April 2022 Senior Convertible Note,

the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note were initially measured at their

issue-date estimated fair value and subsequently remeasured at estimated fair value as of each applicable reporting period date.

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

Results of Operations - continued

The three months ended March 31, 2025 as compared

to three months ended March 31, 2024 - continued

Other Income and Expense - continued

Loss on Debt Extinguishment

In the three months ended March

31, 2025, a debt extinguishment loss in the aggregate of less than $0.1 million was recognized in connection with our April 2022 Senior

Convertible Note and September 2022 Senior Convertible Note as discussed below.

In the three months ended March 31, 2025, approximately $0.2 million of principal repayments along with less than $0.1 million 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 $0.3 million (with such fair value measured as the quoted closing price of the common stock of the Company on the respective conversion date).

The conversions resulted in a debt extinguishment loss of less than $0.1 million in the three months ended March 31, 2025.

In comparison, in the three months

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

April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note as discussed below.

In the three months ended March 31, 2024, approximately $0.3 million of principal repayments along with less than $0.1 million of interest expense thereon, were settled through the issuance of 112,461 shares of common stock of the Company, with such shares having a fair value of approximately $0.3 million (with such fair value measured as the quoted closing price of the common stock of the Company on the respective conversion date).

In addition, the Company agreed to pay $0.2 million in cash related to acceleration floor payments on these notes related to the conversion price being below the conversion floor price specified in the notes, recorded as debt extinguishment loss.

The conversions and cash paid resulted in a debt extinguishment loss of $0.2 million in the three months ended March 31, 2024.

See Note 10 , Debt , to the

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

Note, and the Lucid March 2023 Senior Convertible Note.

Change in fair value of Equity Method Investment

At March 31, 2025, the

fair value of the Company’s investment in Lucid was $46.6 million, 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.

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

Lucid’s common stock per share on March 31, 2025 of $1.49.

Deemed Dividend on Lucid Series A and

Series A-1 Convertible Preferred Stock Exchange Offer

The fair value of the consideration

given in the form of the issue of 31,790 shares of Lucid Series B Preferred Stock, with such fair value recognized as the carrying value

of such issued shares of Lucid Series B Preferred Stock, as compared to the carrying value of the extinguished Lucid Series A and Series

A-1 Preferred Stock (carrying value of $24.3 million), resulting in an excess of fair value of $7.5 million recognized as a deemed dividend

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

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

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

and marketing expenses

the six months ended June 30, 2025, sales and marketing costs were approximately $0.5 million as compared to $8.6 million for the corresponding

period in the prior year.

The net decrease of $8.1 million was principally related to Lucid’s results not being included in our

operating results for the six months ended June 30, 2025 as compared to the prior year, during which all six months of Lucid’s

operating results were so included.

and administrative expenses

the six months ended June 30, 2025, general and administrative costs were approximately $8.1 million as compared to $13.7 million for

the corresponding period in the prior year.

The net decrease of $5.6 million was principally related to Lucid’s results not being

included in our operating results for the six months ended June 30, 2025 as compared to the prior year, during which all six months of

Lucid’s operating results were so included.

and development expenses

the six months ended June 30, 2025, research and development costs were approximately $1.6 million as compared to $3.6 million for the

corresponding period in the prior year.

The net decrease of $2.0 million was principally related to Lucid’s results not being included

in our operating results for the six months ended June 30, 2025 as compared to the prior year, during which all six months of Lucid’s

operating results were so included.

of Acquired Intangible Assets

amortization of acquired intangible assets was zero in the six months ended June 30, 2025, as compared to $0.5 million for the corresponding

period in the prior year.

The decrease of $0.5 million in the current period was due to certain acquired intangible assets being fully

amortized in February 2024.

Income and Expense

in fair value of convertible debt

the six months ended June 30, 2025 and June 30, 2024, the change in the fair value of our convertible notes was approximately $0.3 million

and $2.7 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note,

and (for the six months ended June 30, 2024 only) the Lucid March 2023 Senior Convertible Note.

The April 2022 Senior Convertible

Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note were initially measured at their issue-date

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

The Company initially

recognized an aggregate of $4.3 million of fair value non-cash expense on the issue dates.

Change in management fee income

In the six months ended June 30,

2025, management fee income was approximately $6.3 million as compared to zero for the corresponding period in the prior year.

The increase of $6.3 million principally related to Lucid’s results ceasing to be consolidated in our operating results as of

September 10, 2024.

of Operations - continued

six months ended June 30, 2025 as compared to six months ended June 30, 2024 - continued

Income and Expense - continued

on Debt Extinguishment

the six months ended June 30, 2025, a debt extinguishment loss in the aggregate of less than $0.1 million was recognized in connection

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

the six months ended June 30, 2025, approximately $0.2 million of principal repayments along with less than $0.1 million 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 $0.3 million (with such fair value measured as the quoted closing price of the common stock of the Company

on the respective conversion date).

The conversions resulted in a debt extinguishment loss of less than $0.1 million in the six months

ended June 30, 2025.

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

recognized in connection with our April 2022 Senior Convertible Note, September 2022 Senior Convertible Note and the Lucid

March 2023 Senior Convertible Note as discussed below.

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

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

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

on the respective conversion date).

In addition, the Company agreed to pay $0.4 million in cash related to acceleration floor payments

on these notes related to the conversion price being below the conversion floor price specified in the notes, recorded as debt extinguishment

The conversions and cash paid resulted in a debt extinguishment loss of $0.4 million in the six months ended June 30, 2024.

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

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

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

conversion date).

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

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

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

in fair value of Equity Method Investment

June 30, 2025, the fair value of the Company’s investment in Lucid was $36.0 million, with the company recognizing an

unrealized gain on its investment in Lucid of $10.4 million in the accompanying unaudited condensed consolidated statements of

operations for the six months ended June 30, 2025.

The fair value of common shares of Lucid held by the Company was determined using

the $1.15 closing price per share of Lucid’s common stock as of June 30, 2025, as compared to Lucid’s common stock price per share of $0.819 at December 31, 2024.

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

fair value of the consideration given in the form of the issue of 31,790 shares of Lucid Series B Preferred Stock, with such fair value

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

Lucid Series A and Series A-1 Preferred Stock (carrying value of $24.3 million), resulting in an excess of fair value of $7.5 million

recognized as a deemed dividend charged to accumulated deficit in the unaudited condensed consolidated balance sheet on March 13, 2024,

with such deemed dividend included as a component of net loss attributable to common stockholders, summarized as follows:

Lucid Series B Convertible Preferred Stock Issuance and Lucid Series A/A-1 Exchange Offer ($ in thousands)

March 13, 2024

Fair Value - 31,790 shares of Lucid Series B Preferred Stock issued in exchange for Lucid Series A and Lucid Series A-1 Preferred Stock

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

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

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

Deemed Dividend Charged to Accumulated Deficit

Liquidity and Capital Resources

Our current financing strategy is

to obtain capital directly into Lucid, Veris and other subsidiaries to fund any product development or other related activities, although

we retain the flexibility to raise capital at the PAVmed level.

There are no assurances, however, we will be able to obtain an adequate

level of financial resources required for the short-term or long-term commercialization and development of our products and services.

We have financed our operations

principally through the public and private issuances of our common stock, preferred stock, common stock purchase warrants, and debt, both

at the PAVmed level and, in the case of Lucid, at the subsidiary level.

We are subject to all of the risks and uncertainties typically

faced by medical device and diagnostic and medical device companies that devote substantially all of their efforts to the commercialization

of their initial product and services and ongoing R&D and clinical trials.

We experienced net income before noncontrolling interests

of approximately $18.6 million and used approximately $1.6 million of cash in operations for the three months ended March 31, 2025.

activities provided $3.1 million of cash during the three months ended March 31, 2025.

We ended the quarter with cash on-hand of $2.7 million

as of March 31, 2025.

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

to fund our operations with debt and/or equity financing transactions.

The 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.

Issue of Shares of Our Common Stock

During the three months ended March 31, 2025

We issued 1,216,565 shares

of our common stock for net proceeds of approximately $0.8 million, after payment of 3% commissions, through our at-the-market

equity facility with Cantor.

(which has since been replaced by a similar facility with Maxim Group LLC).

See below for more

We issued 401,303 shares of our common stock in satisfaction of approximately $0.2 million of principal repayments along with less than $0.1 million of interest expense thereon under the September 2022 Senior Convertible Note.

We issued 1,300,000 shares

of our common stock as a result of conversions of $0.5 million of shares of our Series C Preferred Stock.

We issued 2,574,350 shares of our common stock and pre-funded warrants to purchase 756,734 shares of our common stock, in combination with the issuance of 677,143 shares of Veris, for gross proceeds of approximately $2.37 million.

We issued 77,408 shares of our common stock to vendors in exchange for less than $0.1 million of agreed upon services, which is included in general and administrative operating expenses on the Company’s unaudited condensed consolidated statement of operations.

Senior Convertible Notes

Effective as of March 31,

2022, we entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor, pursuant to which we agreed

to sell, and the investor agreed to purchase an aggregate of $50.0 million face value principal of Senior Secured Convertible Notes.

On April 4, 2022, we completed an initial closing under the SPA, in which we sold to the investor a Senior Secured Convertible Note with

a face value principal of $27.5 million (the “April 2022 Senior Convertible Note”).

The April 2022 Senior Secured Convertible

Note had an initial contractual maturity date of April 4, 2024, which maturity date the investor agreed to extend by one year, to April

and Capital Resources

current financing strategy is to obtain capital directly into Lucid, Veris and other subsidiaries to fund any product development or

other related activities, although we retain the flexibility to raise capital at the PAVmed level.

There are no assurances, however,

we will be able to obtain an adequate level of financial resources required for the short-term or long-term commercialization and development

of our products and services.

have financed our operations principally through the public and private issuances of our common stock, preferred stock, common stock

purchase warrants, and debt, both at the PAVmed level and, in the case of Lucid and Veris, at the subsidiary level, as well as through management fees under our management service contract with Lucid.

We are subject to all of

the risks and uncertainties typically faced by medical device and diagnostic and medical device companies that devote substantially

all of their efforts to the commercialization of their initial products and services and ongoing R&D and clinical trials.

experienced net income before noncontrolling interests of approximately $6.3 million and used approximately $2.8 million of cash in

operations for the six months ended June 30, 2025.

Financing activities provided $5.6 million of cash during the six months ended

June 30, 2025.

We ended the quarter with cash on-hand of $4.0 million as of June 30, 2025.

We expect to continue to experience

recurring losses and negative cash flows from operations, and will continue to fund our operations with debt and/or equity financing

transactions.

The 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.

of Shares of Our Common Stock

the six months ended June 30, 2025

issued 1,216,565 shares of our common stock for net proceeds of approximately $0.8 million, after payment of 3% commissions, through

our at-the-market equity facility with Cantor (which has since been replaced by a similar facility with Maxim Group LLC).

for more information.

issued 401,303 shares of our common stock in satisfaction of approximately $0.2 million of principal repayments along with less than

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

issued 3,840,094 shares of our common stock as a result of conversions of $1.5 million of our Series C Preferred Stock.

issued 2,574,350 shares of our common stock and pre-funded warrants to purchase 756,734 shares of our common stock, in combination

with the issuance of 677,143 shares of Veris, for gross proceeds of approximately $2.37 million.

issued 152,408 shares of our common stock to vendors in exchange for approximately $0.1 million of agreed upon services, which is included

in general and administrative operating expenses on the Company’s unaudited condensed consolidated statement of operations.

Convertible Notes

On April 4, 2022 we sold to an investor a Senior Secured Convertible

Note with a face value principal of $27.5 million (the “April 2022 Senior Convertible Note”).

The April 2022 Senior Secured

Convertible Note had an initial contractual maturity date of April 4, 2024, which maturity date the investor agreed to extend by one

year, to April 4, 2025.

The April 2022 Senior Convertible Note was satisfied in full in connection with the Exchange.

On September 8, 2022, we completed

an additional closing under the SPA, in which we sold to the investor an additional Senior Secured Convertible Note with a face value

principal of $11.25 million (the “September 2022 Senior Convertible Note”).

The September 2022 Senior Secured Convertible

Note had an initial contractual maturity date of September 6, 2024, which maturity date has been now extended to December 31, 2025.

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

Liquidity and Capital Resources - continued

Under the April 2022

Senior Convertible Note (until it was satisfied in full on January 17, 2025 upon consummation of the Exchange), the September 2022

September 8, 2022 we sold to the same investor an additional Senior Secured Convertible

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

The September 2022 Senior

Secured Convertible Note had an initial contractual maturity date of September 6, 2024, which maturity date has been now extended to

December 31, 2025.

The September 2022 Senior Convertible Note is more fully

described in Note 10, Debt .

and Capital Resources - continued

Under the the September

2022 Senior Convertible Note and the SPA, we are subject to certain customary affirmative and negative covenants regarding 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 indebtedness, and transactions with

affiliates, among other customary matters.

We also are subject to financial covenants requiring that (i) the amount of our available

cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the notes issued under the

SPA, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior

ten trading days, not exceed 30% (the “Debt to Market Cap Ratio Test”), and (iii) that our market capitalization shall

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 holder of the September 2022 Senior Convertible Note agreed, effective as of the consummation of

the Exchange, to waive any non-compliance with the Financial Tests through December 31, 2025.

Based on that separate waiver, as of March 31,

2025, the Company was in compliance with the Financial Tests.

See Note 10 , Debt , to

the Financial Statements for additional information about the SPA, the April 2022 Senior Convertible Note, and the September 2022 Senior

Convertible Note.

See also Note 4, Equity Method Investment , to the Financial Statements for additional information about the

September 2022 Senior Convertible Note as it relates to the MSA.

In the three months ended March 31, 2025, the Company sold 1,216,565 shares through its at-the-market

equity facility for net proceeds of approximately $0.8 million, after payment of 3% commissions.

On April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group

LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares

of its common stock.

Under the Sales Agreement, the Company may not

issue or sell through Maxim a dollar amount of shares that would exceed $2,880,000 of shares.

The Company will pay Maxim a commission

of 3.0% of the aggregate gross sales prices of the shares.

The Company intends to use the net proceeds from any such sales for working

capital and general corporate purposes.

This facility replaces the “at the market”

facility PAVmed previously maintained with Cantor (which facility was on substantially similar terms).

Series C Convertible Preferred Stock

On November 15, 2024, the Company

entered into an Exchange Agreement (the “Debt Exchange Agreement”) with the holder (the “Holder”) of the April

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

The Debt Exchange Agreement provided for the exchange (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 Preferred Stock.

On January 17, 2025, after satisfaction of all conditions to

closing, the parties consummated the Exchange.

On November 20, 2024, the Company

entered into a Securities Purchase Agreement (the “Series C Securities Purchase Agreement”) with the Holder.

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.

Liquidity and Capital Resources - continued

The Series C Preferred Stock was

issued pursuant to the PAVmed Inc.

Certificate of Designation of Preferences, Rights, and Limitations of Series C Convertible Preferred

Stock (“Series C Convertible Preferred Stock Certificate of Designation”) and has a par value of $0.001 per 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).

The 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.

Each 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.

February 18, 2025, 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 does not exceed 1 million

Such reduction was agreed to in connection with certain waivers granted by the holder of 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 ).

At 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

(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.

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.

If 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, any shares of common stock,

for consideration per share less than the fixed conversion price then in effect, then immediately after such issuance, the fixed conversion

price shall be reduced to an amount equal to such lower price.

The 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”).

Liquidity and Capital Resources - continued

Upon 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.

A 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.

The 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 indebtedness, transactions with affiliates and the ability to complete stock splits, among other customary matters.

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

See Note 12, Preferred Stock ,

to the Financial Statements for additional information about the Series C Preferred Stock.

PAVmed/Veris Common Stock Offering

On 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).

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 proceeds of the offering will be used to resume development

activities related to Veris’ implantable physiological monitor and for general working capital purposes.

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.

The 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.

In 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.

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.

Critical Accounting Estimates

The discussion and analysis of our

financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared

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

The preparation

of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reporting

in our unaudited condensed consolidated financial statements and accompanying notes.

On an ongoing basis, we evaluate our estimates and

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

among other customary matters.

We also are subject to financial covenants requiring that (i) the amount of our available cash equal or

exceed $8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the notes issued under the SPA, accrued and

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

not exceed 30% (the “Debt to Market Cap Ratio Test”), and (iii) that our market capitalization shall 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 holder of the September 2022 Senior Convertible Note agreed to waive any non-compliance

with the Financial Tests through December 31, 2025.

Note 10 , Debt , to the Financial Statements for additional information about the September 2022 Senior Convertible Note.

See also Note 4, Equity Method Investment , to the Financial Statements for additional

information about the September 2022 Senior Convertible Note as it relates to the MSA.

the six months ended June 30, 2025, the Company sold 1,216,565 shares through its at-the-market equity facility for net proceeds of approximately

$0.8 million, after payment of 3% commissions.

April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group LLC, as sales agent (“Maxim”),

pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares of its common stock.

Under the Sales

Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2,880,000 of shares.

will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares.

The Company intends to use the net proceeds from

any such sales for working capital and general corporate purposes.

facility replaces the “at the market” facility PAVmed previously maintained with Cantor (which facility was on substantially

similar terms).

C Convertible Preferred Stock

November 15, 2024, the Company entered into an Exchange Agreement (the “Debt Exchange Agreement”) with the holder (the “Holder”)

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

The Debt Exchange Agreement provided for the

exchange (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 Preferred Stock.

On January 17, 2025, after satisfaction

of all conditions to closing, the parties consummated the Exchange.

On 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.

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

Certificate of Designation of Preferences, Rights, and Limitations of

Series C Convertible Preferred Stock (“Series C Convertible Preferred Stock Certificate of Designation”) and has a par value

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 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.

and Capital Resources - continued

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.

On February 18, 2025, 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 does not exceed 1 million shares.

Such reduction was agreed to in connection with certain waivers granted by the holder of

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 ).

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.

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,

any shares of common stock, for consideration per share less than the fixed conversion price then in effect, then immediately after such

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

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

of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other

indebtedness, transactions with affiliates and the ability to complete stock splits, among other customary matters.

The Company also

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

Note 12, Preferred Stock , to the Financial Statements for additional information about the Series C Preferred Stock.

and Capital Resources - continued

Financing (February 2025)

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 proceeds of

the offering will be used to resume development activities related to Veris’ implantable physiological monitor and for general

working capital purposes.

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.

On June 18, 2025, the

Pre-Funded Warrants became exercisable upon the receipt of the stockholder approval described above, and were exercised

as of June 19, 2025.

Financing (June 2025)

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 June 2025

Investors agreed to purchase (the “June 2025 Offering”) 1,785,714 shares of common stock, par value $0.001 per share, of

Veris (“Veris Common Stock”) and warrants to purchase 1,785,714 shares of Veris Common Stock (“Veris Warrants”),

at a purchase price of $1.40 per share of Veris Common Stock.

On the same day, Veris consummated the June 2025 Offering, generating gross

proceeds to Veris of approximately $2.5 million.

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.

In addition, 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.

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 raise 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.

Accounting Estimates

discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial

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

The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions

that affect the amounts reporting in our unaudited condensed consolidated financial statements and accompanying notes.

On an ongoing

basis, we evaluate our estimates and judgments.

In accordance with U.S.

GAAP, we base our estimates on historical experience and on various other factors that are believed

to be appropriate under the circumstances.

Actual results may differ from these estimates under different assumptions or conditions.

critical accounting estimates 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.

There have been no material changes to our critical accounting estimates in the three

months ended March 31, 2025.

GAAP, we base our estimates on historical experience and on

various other factors that are believed to be appropriate under the circumstances.

Actual results may differ from these estimates under

different assumptions or conditions.

Our critical accounting estimates 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.

There have been no material changes to our critical

accounting estimates in the three months ended June 30, 2025.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis