What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-14 · 647 added, 601 removed, 869 unchanged (59% of the section changed)

2 unchanged sentences

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

June 30, 2025

December 31, 2024

Current assets:

Accounts receivable

Prepaid expenses, deposits, and other current assets

expenses, deposits, and other current assets

Total current assets

2 unchanged sentences

Equity method investment - at fair value

Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)

Liabilities, Mezzanine Equity

and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Senior Secured Convertible Notes - at fair value

Total current liabilities

Operating lease liabilities, less current portion

Total liabilities

Accrued expenses and other

current liabilities

Operating lease liabilities,

current portion

Secured Convertible Notes - at fair value

current liabilities

lease liabilities, less current portion

Commitments and contingencies (Note 8)

Mezzanine Equity

Preferred stock, $ 0.001 par value.

Preferred stock, $ 0.001

Authorized, 20,000,000 shares;

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

Series C Convertible Preferred Stock, stated value $ 1,058 at September 30, 2025, and issued

and outstanding of 3,081 shares at September 30, 2025 and no shares issued and outstanding as of December 31, 2024

Stockholders’ Equity (Deficit):

1 unchanged sentence

Authorized, 20,000,000 shares;

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

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding of 1,499,384

shares at September 30, 2025 and 1,412,865 shares at December 31, 2024

Preferred stock, $ 0.001

Authorized, 20,000,000 shares;

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

Series C Convertible Preferred Stock, stated value $ 1,058 at September 30, 2025, and issued

and outstanding of 19,376 shares at September 30, 2025 and no shares issued and outstanding as of December 31, 2024

Preferred stock, value

Common stock, $ 0.001 par value.

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

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

250,000,000 shares (Note 13);

23,053,498 and 11,198,977 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

Total PAVmed Inc.

Stockholders’ Equity (Deficit)

Noncontrolling interests

Total Stockholders’ Equity (Deficit)

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

Noncontrolling

Stockholders’ Equity (Deficit)

Total Liabilities, Mezzanine

Equity and Stockholders’ Equity (Deficit)

accompanying notes to the unaudited condensed consolidated financial statements.

1 unchanged sentence

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

Three Months Ended

Six Months Ended

Operating expenses:

2 unchanged sentences

General and administrative

Amortization of acquired intangible assets

Research and development

Total operating expenses

Operating loss

Amortization of acquired

intangible assets

and development

operating expenses

Other income (expense):

1 unchanged sentence

Interest expense

Change in fair value - equity method investment

Change in fair value - Senior Secured Convertible Notes

Debt extinguishments loss - Senior Secured Convertible Notes

Gain on deconsolidation

of subsidiary

Change in fair value -

equity method investment

Change in fair value -

Senior Secured Convertible Notes

Debt extinguishments loss

- Senior Secured Convertible Notes

Debt modification expense

Management fee income

Other income (expense), net

income (expense), net

Income (loss) before provision for income tax

1 unchanged sentence

Net income (loss) before noncontrolling interests

Net loss attributable to the noncontrolling interests

Net income (loss) attributable to PAVmed Inc.

Series B Convertible Preferred Stock dividends earned

Series C Convertible Preferred Stock dividends earned

Deemed dividend on Series C Convertible Preferred Stock

Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests

Net loss attributable

to the noncontrolling interests

Net income (loss) attributable to PAVmed Inc.

Series B Convertible Preferred Stock

dividends earned

Series C Convertible Preferred Stock

dividends earned

Deemed dividend on Series C Convertible

Preferred Stock

Deemed dividend

on Subsidiary Preferred Stock attributable to the noncontrolling interests

Net income (loss) attributable

to PAVmed Inc.

common stockholders

Per share information:

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

Net income (loss) per

share attributable to PAVmed Inc.

common stockholders – basic

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

Net income (loss) per

share attributable to PAVmed Inc.

common stockholders – diluted

Weighted average common shares outstanding, basic

Weighted average common shares outstanding, diluted

Weighted average common shares outstanding,

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED June 30, 2025

the THREE MONTHS ENDED September 30, 2025

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

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Non controlling

Balance - March 31, 2025

Balance - June 30, 2025

$ ( 250,575 )

2 unchanged sentences

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Issuance - common stock - subsidiary, net of issuance costs

Conversions - Series C Convertible Preferred Stock

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

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

1 unchanged sentence

Deemed dividend on Series C Convertible Preferred Stock

Exercise Pre-funded warrants

Stock-based compensation - PAVmed Inc.

1 unchanged sentence

Net income (loss)

Balance - June 30, 2025

Balance - September 30, 2025

$ ( 256,901 )

accompanying notes to the unaudited unaudited condensed consolidated financial statements.

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2025

the NINE MONTHS ENDED September 30, 2025

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

2 unchanged sentences

B Convertible Preferred Stock

C Convertible Preferred Stock

Convertible Preferred Stock

Balance - December 31, 2024

$ ( 254,965 )

Dividends declared - Series

B Convertible Preferred Stock

Issue common stock - PAVM

Dividends declared - Series B Convertible Preferred

Issue common stock - PAVM ATM Facility

Vest - restricted stock awards

Conversions - Senior Secured

Convertible Note

Impact of subsidiary equity

Issuance - vendor service

Issuance - common stock private

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

Issuance - common stock -

subsidiary, net of issuance costs

Issuance through debt exchange

- Series C Convertible Preferred Stock, net of financing fees

Issuance through unsecured

debt obligation cancellation - Series C Convertible Preferred Stock

Conversions - Series C Convertible

Preferred Stock

Initial reclassification of

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

Reclassification of Series

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

Dividends earned - Series

C Convertible Preferred Stock

Deemed dividend on Series

C Convertible Preferred Stock

Conversions - Senior Secured Convertible Note

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Issuance - common stock private placement offering

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

Issuance - common stock - subsidiary, net of

issuance costs

Issuance through debt exchange - Series C Convertible

Preferred Stock, net of financing fees

Issuance through unsecured debt obligation

cancellation - Series C Convertible Preferred Stock

Conversions - Series C Convertible Preferred

Initial reclassification of Series C Convertible

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

Reclassification of Series C Convertible Preferred

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

Dividends earned - Series C Convertible Preferred

Deemed dividend on Series C Convertible Preferred

Exercise Pre-funded warrants

Stock-based compensation -

Balance - June 30, 2025

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiaries

Net income (loss)

Balance - September 30, 2025

$ ( 256,901 )

1 unchanged sentence

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED June 30, 2024

the THREE MONTHS ENDED September 30, 2024

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

Stockholders’ Equity (Deficit)

Series B Convertible Preferred Stock

Additional Paid-In

Non controlling

Balance - March 31, 2024

B Convertible

Preferred Stock

Balance - June 30, 2024

$ ( 320,630 )

Dividends declared - Series B Convertible Preferred Stock

Dividends declared - Series B Convertible Preferred

Issue common stock - PAVM ATM Facility

1 unchanged sentence

Conversions - Senior Secured Convertible Note

Conversions - subsidiary common stock - Senior Secured Convertible Note

Conversions - subsidiary common stock - Senior

Secured Convertible Note

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Issuance - subsidiary preferred stock (Series B-1)

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiary

Balance - June 30, 2024

Transfer of intellectual property to Lucid

Diagnostics Inc

Deconsolidation of subsidiary

Balance - September 30, 2024

$ ( 256,312 )

1 unchanged sentence

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2024

the NINE MONTHS ENDED September 30, 2024

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

Stockholders’ Equity (Deficit)

Series B Convertible Preferred Stock

Additional Paid-In

Non controlling

B Convertible

Preferred Stock

Balance - December 31, 2023

1 unchanged sentence

$ ( 294,433 )

Dividends declared - Series B Convertible Preferred Stock

Dividends declared - Series B Convertible Preferred

Issue common stock - PAVM ATM Facility

1 unchanged sentence

Conversions - Senior Secured Convertible Note

Conversions - subsidiary common stock - Senior Secured Convertible Note

Conversions - subsidiary common stock - Senior

Secured Convertible Note

Exercise - stock options of subsidiary

Purchase - Employee Stock Purchase Plan

Purchase - subsidiary common stock - Employee Stock Purchase Plan

Purchase - subsidiary common stock - Employee

Stock Purchase Plan

Impact of subsidiary equity transactions

Issuance - vendor service agreement

Issuance - subsidiary preferred stock (Series A-1)

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

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

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

Subsidiary deemed dividends on preferred stock attributable to noncontrolling interests

Issuance - subsidiary preferred stock (Series

Exchange - subsidiary preferred stock (Series

A and Series A-1)

Issuance through exchange - subsidiary preferred

stock (Series B and Series B-1)

Issuance through sale - subsidiary preferred

stock (Series B and Series B-1)

Subsidiary deemed dividends on preferred stock

attributable to noncontrolling interests

Stock-based compensation - PAVmed Inc.

Stock-based compensation - subsidiaries

Net Income (Loss)

Balance - June 30, 2024

Transfer of intellectual property to Lucid

Diagnostics Inc

Deconsolidation of subsidiary

Balance - September 30, 2024

$ ( 256,312 )

3 unchanged sentences

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

Six Months Ended June 30,

Cash flows from operating activities

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

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

Depreciation and amortization expense

Months Ended September 30,

Cash flows from operating

Net income (loss) - before noncontrolling

interest (“NCI”)

Adjustments to reconcile net income (loss)

- before NCI to net cash used in operating activities

Depreciation and amortization

Stock-based compensation

Change in fair value - equity method investment

Amortization of common stock payment for vendor service agreement

Change in fair value - Senior Secured Convertible Notes

Debt extinguishment loss - Senior Secured Convertible Note

Gain on deconsolidation of subsidiary

Change in fair value -

equity method investment

Amortization of common

stock payment for vendor service agreement

Change in fair value -

Senior Secured Convertible Notes

Debt extinguishment loss

- Senior Secured Convertible Note

Non-cash lease expense

1 unchanged sentence

Accounts receivable

Prepaid expenses, deposits and current and other assets

Prepaid expenses, deposits

and current and other assets

Accounts payable

Accrued expenses and other current liabilities

Net cash flows used in operating activities

Cash flows from investing activities

expenses and other current liabilities

Net cash flows used in

operating activities

Cash flows from investing

Purchase of equipment

Net cash flows used in investing activities

Cash flows from financing activities

Proceeds – issue of preferred stock - subsidiary

Proceeds – issue of common stock and pre-funded warrants

Decrease in cash due to deconsolidation of subsidiary

Proceeds from sale of intellectual property to Lucid Diagnostics Inc.

Net cash flows used in

investing activities

Cash flows from financing

Proceeds – issue of preferred stock -

Proceeds – issue of common stock and

pre-funded warrants, net of financing fees

Proceeds – issue of common stock - subsidiary,

Payment – financing costs – debt exchange

Payment – Senior Secured Convertible Note – acceleration floor payments

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

Proceeds – issue common stock – Employee Stock Purchase Plan

Proceeds – subsidiary common stock – Employee Stock Purchase Plan

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

Net cash flows provided by financing activities

net of financing costs

Payment – financing costs – debt

Payment – Senior Secured Convertible

Note – acceleration floor payments

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

Proceeds – issue common stock –

Employee Stock Purchase Plan

Proceeds – subsidiary common stock –

Employee Stock Purchase Plan

Proceeds – exercise

of stock options issued under equity plan of subsidiary

Net cash flows provided

by financing activities

Net increase in cash

44 unchanged sentences

The Company generated less than $ 0.1 million of revenue for the three and

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

from operating activities in the near future.

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

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

million for the six months ended June 30, 2025.

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

$ 5.0 million, with

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

approximately $ 6.8

million and approximately $ 4.0 million of

nine months ended September 30, 2025, and the Company expects to continue to experience recurring losses and to generate negative cash

flows from operating activities in the near future.

Company incurred a net loss attributable to PAVmed common stockholders of approximately $ 1.9 million and had net cash flows used in operating

activities of approximately $ 3.7 million for the nine months ended September 30, 2025.

As of September 30, 2025, the Company had a working

capital deficiency of approximately $ 6.3 million, with such working capital inclusive of the Senior Secured Convertible Notes classified

as a current liability of an aggregate of approximately $ 6.9 million and approximately $ 3.1 million of cash.

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

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

unaudited condensed consolidated results of operations for the three and six months ended June 30, 2025 are not necessarily indicative

unaudited condensed consolidated results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative

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

9 unchanged sentences

which exceed federally insured limits.

in the Company’s cash as of June 30, 2025 and December 31, 2024 is $ 299 related to a restricted deposit account for a standby letter

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

in the Company’s cash as of September 30, 2025 and December 31, 2024 is $ 299 related to a restricted deposit account for a standby

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

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

GAAP, management is required to make estimates

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

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

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

Significant estimates in these unaudited condensed

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

common stock purchase warrants.

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

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

Additionally, management’s assessment of the

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

GAAP, management is required to make

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

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

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

Significant estimates in these

unaudited condensed consolidated financial statements include those related to the estimated fair value of debt obligations and

stock-based equity awards.

Other significant estimates include the estimated incremental

borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets.

Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of

the amount and timing of future cash inflows and outflows.

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

The Company bases its estimates on historical experience and

on various other assumptions believed to be reasonable.

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

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

The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable.

Due to inherent

uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these

3 — Summary of Significant Accounting Policies - continued

25 unchanged sentences

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

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

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

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

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

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

36 unchanged sentences

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

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

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

Value Option (“FVO”) Election

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

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

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

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

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

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

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

the “fair value option election” as discussed below.

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

39 unchanged sentences

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

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

The Company does not expect the standard to have

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

3 — Summary of Significant Accounting Policies - continued

34 unchanged sentences

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

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

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

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

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

of Aggregate Information from the Financial Statements

June 30, 2025

Other current assets

3 unchanged sentences

Shareholders’ equity

Total liabilities and stockholders’ equity

Three Months ended

June 30, 2025

Six Months ended

June 30, 2025

Total liabilities and

stockholders’ equity

Net income (loss) attributable to common stockholders

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

September 30, 2025 and December 31, 2024, the fair value of the Company’s investment in Lucid was $ 31.6

million and $ 25.6

million, respectively.

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

on its investment in Lucid of $ 10.4

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

2025, respectively.

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

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

The Company recognized an unrealized

loss on its investment in Lucid of $ 4.4

million and an unrealized gain on its investment in Lucid of

million in the accompanying unaudited condensed consolidated

statements of operations for the three and nine months ended September 30, 2025, respectively.

The fair value of shares of Lucid’s

common stock held by the Company was determined using the closing price of Lucid’s common stock per share on September 30, 2025

and December 31, 2024 of $ 1.01

and $ 0.819 ,

respectively.

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

At September 30, 2025 and December 31, 2024, PAVmed held approximately 28 %

respectively, of Lucid’s common stock voting interest.

7 unchanged sentences

in the MSA Fee being subject to approval of the boards of directors of each of the Company and Lucid.

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

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

The monthly fee due to the Company

from Lucid is $ 1,050 .

During the three and nine months ended September 30, 2025, the MSA fee income was $ 3,150 and $ 9,450 , respectively.

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

1 unchanged sentence

(the “MSA Reserve Requirement”).

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

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

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

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

5 — Revenue from Contracts with Customers

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

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

revenue derived from its Veris Health Cancer Care Platform.

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

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

Revenue recognized

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

consideration.

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

September 30, 2024 was $ 996 and $ 2,985 , respectively, primarily resulting from the delivery of patient EsoGuard test results.

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

of the variable consideration.

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

2 unchanged sentences

Presently, cost of revenues

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

of $ 55 and $ 133 for the three and nine months ended September 30, 2025, respectively, are principally from amounts incurred in the delivery

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

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

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

with Veris subscription revenue.

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

and $ 3,411 , respectively, primarily related

to costs for our laboratory operations and EsoCheck device supplies.

The Company’s cost of revenue for the three and nine months ended September 30, 2024 was $ 1,381

and $ 4,792 , respectively, primarily related to costs for our laboratory operations and EsoCheck device supplies.

6 — Prepaid Expenses, Deposits, and Other Current Assets

1 unchanged sentence

of Prepaid Expenses and Other Current Assets

June 30, 2025

December 31, 2024

Advanced payments to service providers and suppliers

Advanced payments to service providers

and suppliers

Prepaid insurance

Veris Box supplies

Total prepaid expenses, deposits and other current assets

Company’s future lease payments as of June 30, 2025, which are presented as operating lease liabilities, current portion and operating

lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:

Total prepaid expenses,

deposits and other current assets

Company’s future lease payments as of September 30, 2025, which are presented as operating lease liabilities, current portion and

operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:

Schedule of Future Minimum Lease Payments for Operating Leases

2 unchanged sentences

imputed interest

Present value of lease liabilities

Present value of lease

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

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

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

Months Ended September 30,

Cash paid for amounts included in the measurement

of lease liabilities

Operating cash flows from operating

Non-cash investing and financing activities

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

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

Weighted-average discount rate - operating leases

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

Right-of-use assets obtained in exchange for

new operating lease liabilities

Weighted-average remaining lease term - operating

leases (in years)

Weighted-average discount rate - operating

of September 30, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases were $ 2,131 and $ 2,500 , respectively,

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

As of June 30, 2025

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

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

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

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

terms the Company would likely receive on the open market.

As of September 30,

2025 and December 31, 2024, the Company had outstanding operating lease obligations of $ 2,380 and $ 2,760 , respectively, of which $ 557

and $ 513 , respectively, are reported in operating lease liabilities, current portion and $ 1,823 and $ 2,247 , respectively, are reported

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

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

on the open market.

8 — Commitment and Contingencies

14 unchanged sentences

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

Fair Value Measurement on a Recurring Basis at Reporting

June 30, 2025

Investment in Lucid Diagnostics, Inc common stock

Value Measurement on a Recurring Basis at Reporting Date Using 1

September 30, 2025

in Lucid Diagnostics, Inc common stock

Total assets at fair value

Senior Secured Convertible Note - September 2022

Total liabilities at fair value

Secured Convertible Note - September 2022

Total liabilities at fair

December 31, 2024

Investment in Lucid Diagnostics, Inc common stock

in Lucid Diagnostics, Inc common stock

Total assets at fair value

Senior Secured Convertible Note - April 2022

Senior Secured Convertible Note - September 2022

Total liabilities at fair value

Senior Secured Convertible

Note - April 2022

Secured Convertible Note - September 2022

Total liabilities at fair

1 There were no transfers

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

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

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

1 unchanged sentence

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

Both convertible notes are accounted for under the ASC

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

Both convertible notes

are accounted for under the ASC 825-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument is initially

measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting

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

March 2023 Senior Convertible Note”).

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

results of operation, the Company’s investment in Lucid has been accounted for as an equity method investment.

For the periods

prior to the deconsolidation, Lucid’s convertible note was presented in PAVmed’s balance sheets and was accounted for under

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

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

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

million face value principal (“Lucid March 2023 Senior

Convertible Note”).

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

from PAVmed’s results of operation, the Company’s investment in Lucid has been accounted for as an equity method investment.

For the periods prior to the deconsolidation, Lucid’s convertible note is presented in PAVmed’s balance sheets and

is also accounted for under the ASC 825-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument is

initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at

each reporting period date.

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

4 unchanged sentences

9 — Financial Instruments Fair Value Measurements - continued

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

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

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

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

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

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

Schedule of Fair Value Assumption Used

September 2022 Senior Convertible Note:

June 30, 2025

Senior Convertible

September 30, 2025

Face value principal payable

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Dividend yield

April 2022 Senior Convertible Note:

Senior Convertible

December 31, 2024

September 2022 Senior Convertible Note:

Senior Convertible

December 31, 2024

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Risk free rate

4.27 % - 4.31 %

Dividend yield

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Maturity Date

Stated Interest Rate

Price per Share

Principal Outstanding

September 2022 Senior Convertible Note

December 31, 2025

Balance as of June 30, 2025

2022 Senior Convertible Note

Balance as of September

Maturity Date

Stated Interest Rate

Price per Share

Principal Outstanding

April 2022 Senior Convertible Note

Senior Convertible Note

April 4, 2025

September 2022 Senior Convertible Note

2022 Senior Convertible Note

September 8, 2025

Balance as of December

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

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

Schedule of Changes in Fair Value of Debt

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Lucid March 2023 Senior Convertible Note

Sum of Balance Sheet Fair

Value Components

Other Income (expense)

Fair Value - March 31, 2025

Senior Convertible

Sum of Balance

Income (expense)

Fair Value at June 30, 2025

Installment repayments – common stock

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Change in fair value

Fair Value at June 30, 2025

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

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Sum of Balance Sheet Fair

Value Components

Other Income (expense)

Fair Value at September 30, 2025

Other Income (Expense) - Change in fair

value – three month period ended September 30, 2025

Income (expense)

Fair Value - December 31, 2024

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Change in fair value

Fair Value at June 30, 2025

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

Fair Value at September 30, 2025

Other Income (Expense) - Change in fair

value – nine months ended September 30, 2025

10 — Debt - continued

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

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Lucid March 2023 Senior Convertible Note

Sum of Balance Sheet Fair

Value Components

Other Income (expense)

Fair Value - March 31, 2024

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

2022 Senior Convertible Note

March 2023 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Fair Value at June 30, 2024

Installment repayments – common stock

Non-installment payments – common stock

Deconsolidation of Lucid Diagnostics

Change in fair value

Fair Value at June 30, 2024

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

April 2022 Senior Convertible Note

September 2022 Senior Convertible Note

Lucid March 2023 Senior Convertible Note

Sum of Balance Sheet Fair

Value Components

Other Income (expense)

Fair Value at September 30, 2024

Other Income (Expense) - Change in fair

value – three months period ended September 30, 2024

2022 Senior Convertible Note

March 2023 Senior Convertible Note

of Balance Sheet Fair Value Components

Income (expense)

Fair Value - December 31, 2023

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Non-installment payments – common stock

Deconsolidation of Lucid Diagnostics

Change in fair value

Fair Value at June 30, 2024

Fair Value at September 30, 2024

Fair Value - Ending of Period

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

10 — Debt - continued

Other Income (Expense) - Change in fair

value – nine months period ended September 30, 2024

- Senior Secured Convertible Notes

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

Note”, with such note having a $ 27.5

million face value principal.

On November 15, 2024, the Company

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

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

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

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

Note”, with such note having a $ 27.5 million face value principal.

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

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

Note (as defined below).

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

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

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

Senior Convertible Note”, with such note having a $ 11.25

million face value principal, a 7.875 %

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

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

was reduced to $ 1.068

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

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

Senior Convertible Note”, with such note having a $ 11.25 million face value principal, a 7.875 % annual stated interest rate, a

contractual conversion price of $ 75.00 per share (which conversion price, in connection with the Exchange, was reduced to $ 1.068 per

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

The September 2022 Senior Convertible Note may be converted into shares

of common stock of the Company at the holder’s election.

Company is subject to financial covenants requiring:

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

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

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

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

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

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

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

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

agreed to waive any such non-compliance in connection with the consummation of the Exchange, through December 31, 2025.

the nine months ended September 30, 2025, approximately $ 176 ,

of principal repayments along with approximately $ 26

of interest expense thereon, were settled through the issuance

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

(with such fair value measured as the respective conversion

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

The conversions resulted in debt extinguishment losses of $ 58

in the nine months ended September 30, 2025.

The average conversion

price of $ 0.50 per

share reflected a temporary price reduction consented to by the board of directors in accordance with the underlying debt agreements.

10 — Debt - continued

Exchange Agreement

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

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

Following consummation of the

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

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

On November 20, 2024, the Company

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

Senior Convertible Note and the September 2022 Senior Convertible Note.

The 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 17,

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

10 — Debt - continued

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

Following consummation of the transactions

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

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

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

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

The 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

On January 24, 2025, after satisfaction of all conditions to closing, the parties consummated the Purchase.

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

22 unchanged sentences

balance sheets.

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

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

debt mentioned above.

the three and nine months ended September 30, 2024, the Company recognized debt extinguishment losses in total of approximately $ 1,403

and $ 2,535 , respectively, in connection with the Company or Lucid (as applicable) issuing shares of its common stock for principal repayments

on convertible debt mentioned above.

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

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total of 4,912,140 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 1,029,964 shares

available for grant as of June 30, 2025.

available for grant as of September 30, 2025.

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

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

In January 2025, the number of shares available for grant

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

In June 2025, the Company received shareholder approval

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

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

In January 2025, the number of shares available for

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

In June 2025, the Company received shareholder

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

11 — Stock-Based Compensation - continued

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Stock Options

Average Exercise Price

Contractual Term (Years)

Exercise Price

Outstanding stock options at December

Outstanding stock options at June 30, 2025 (3)

Vested and exercisable stock options at June 30, 2025

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

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

intrinsic value is computed as the difference between the quoted price of the PAVmed common stock on each of June 30, 2025 and December

31, 2024 and the exercise price of the underlying PAVmed stock options, to the extent such quoted price is greater than the exercise

outstanding stock options presented in the table above are inclusive of 54,480 and 60,054 stock options granted outside the PAVmed

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

stock options at September 30, 2025 (3)

Vested and exercisable

stock options at September 30, 2025

options granted under the PAVmed 2014 Equity Plan and those granted outside such plan generally

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

contractual term from date-of-grant.

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

stock on each of September 30, 2025 and December 31, 2024 and the exercise price of the underlying

PAVmed stock options, to the extent such quoted price is greater than the exercise price.

outstanding stock options presented in the table above are inclusive of 54,480 and 60,054

stock options granted outside the PAVmed 2014 Equity Plan, as of September 30, 2025 and December

31, 2024, respectively.

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

1 unchanged sentence

None of the forfeitures were from officers or board members.

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

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

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

July 16, 2025, the Company granted 526,500 stock options to employees under the PAVmed 2014 Equity Plan with a weighted average exercise

price of $ 0.58 .

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

quarters beginning September 30, 2025.

Restricted Stock Awards

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of Restricted Stock Award Activity

Number of Restricted

Weighted Average

of Restricted

Grant Date Fair Value

Unvested restricted stock awards as of December 31,

Unvested restricted stock awards as of June 30, 2025

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

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

Unvested restricted stock awards as of September

September 30, 2025, the Company awarded 1,350,000

shares of restricted stock to its directors and certain officers under the PAVmed 2014 Equity Plan, with such restricted stock awards

having an aggregate fair value of approximately $ 0.6

million, which was measured using the grant date quoted closing price per share of the Company’s common stock, with the fair

value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate

with the service period.

Each award will vest in full on May 20, 2028.

Diagnostics Inc.

20 unchanged sentences

of Stock-Based Compensation Expense

Three Months Ended

Six Months Ended

Cost of revenue

1 unchanged sentence

General and administrative expenses

Research and development expenses

Total stock-based compensation expense

Research and development

Total stock-based compensation

Compensation Expense Recognized by Lucid Diagnostics

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Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics

Lucid Diagnostics

2018 Equity Plan – cost of revenue

Lucid Diagnostics 2018 Equity

Plan – sales and marketing

Lucid Diagnostics 2018 Equity

Plan – general and administrative

Lucid Diagnostics 2018 Equity

Plan – research and development

PAVmed 2014 Equity Plan -

Lucid Diagnostics 2018 Equity Plan

– cost of revenue

PAVmed 2014 Equity Plan -

Lucid Diagnostics 2018 Equity Plan –

sales and marketing

PAVmed 2014 Equity Plan -

Lucid Diagnostics 2018 Equity Plan –

general and administrative

2014 Equity Plan - research and development

stock-based compensation expense – recognized by Lucid Diagnostics

stock-based compensation expense

Lucid Diagnostics 2018 Equity Plan –

research and development

PAVmed 2014 Equity Plan - cost of revenue

PAVmed 2014 Equity Plan - sales and marketing

PAVmed 2014 Equity Plan - general and administrative

PAVmed 2014 Equity Plan

- research and development

Total stock-based compensation

expense – recognized by Lucid Diagnostics

Total stock-based compensation

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

1 unchanged sentence

of Unrecognized Compensation Expense

Weighted Average Remaining Service

Period (Years)

Average Remaining Service Period (Years)

PAVmed 2014 Equity Plan

3 unchanged sentences

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

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

estimated fair value of such stock options of $ 0.44 and $ 1.47 per share during the nine months ended September 30, 2025 and 2024, respectively,

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

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

Six Months Ended June 30,

Expected term of stock options (in years)

Months Ended September 30,

Expected term of stock options

Expected stock price volatility

2 unchanged sentences

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

average estimated fair value of such stock options of $ 0.80 per share during the six months ended June 30, 2024, calculated using the following weighted average Black-Scholes valuation

average estimated fair value of such stock options of $ 0.79 per share during the nine months ended September 30, 2024 (through September

10, 2024, the date of PAVmed’s deconsolidation of Lucid), calculated using the following weighted average Black-Scholes valuation

model assumptions:

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

Six Months Ended

June 30, 2024

Expected term of stock options (in years)

September 30,

Expected term of stock options

Expected stock price volatility

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

as of June 30, 2025.

as of September 30, 2025.

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

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12 — Preferred Stock

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

in permanent equity, issued and outstanding, respectively.

of September 30, 2025 and December 31, 2024, there were 1,499,384 and 1,412,865 shares of PAVmed Series B Convertible Preferred Stock,

classified in permanent equity, issued and outstanding, respectively.

Series B Convertible Preferred Stock Dividends

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

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

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

and $ 81 and $ 161 of

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

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

operations, inclusive of $ 90 and $ 265 of such dividends earned in the three and nine months ended September 30, 2025, respectively;

$ 83 and $ 244 of such dividends earned in the three and nine months ended September 30, 2024, respectively.

Series B Convertible Preferred Stock Dividends Declared

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

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

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

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

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

the nine months ended September 30, 2025, the Company’s board of directors declared an aggregate of approximately $ 259 of Series

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

and $ 86 earned as of March 31, 2025;

earned as of June 30, 2025, with such dividends settled by the issue of an additional aggregate 86,519 additional shares of Series B

Convertible Preferred Stock, inclusive of 28,270 shares issued with respect to the dividends earned as of December 31, 2024;

shares issued with respect to the dividends earned as of March 31, 2025;

and 29,415 shares issued with respect to the dividends earned

as of March 31, 2025.

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

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

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

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

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

as of June 30, 2025.

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

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

and $ 80 earned as of March 31, 2024;

earned as of June 30, 2024, with such dividends settled by the issue of an additional aggregate 79,936 additional shares of Series B

Convertible Preferred Stock, inclusive of 26,123 shares issued with respect to the dividends earned as of December 31, 2023;

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

and 27,173 shares issued with respect to the dividends earned

as of March 31, 2024.

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

dividend, earned as of June 30, 2025, of $ 88 , to be settled by the issue of 29,415 additional shares of Series B Convertible Preferred

as of June 30, 2024.

to September 30, 2025, on November 4, 2025, the Company’s board of directors declared a PAVmed Series B Convertible Preferred

Stock dividend, earned as of September 30, 2025, of $ 90 , to be settled by the issue of 30,005 additional shares of Series B Convertible

Preferred Stock.

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

22 unchanged sentences

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

The stated value of 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.

to certain adjustments (including as a result of voluntary conversion price reductions approved by the Company’s board).

12 — Preferred Stock - continued

11 unchanged sentences

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

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

through September 30, 2025.

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

Triggering Event through November 30, 2025.

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

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

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

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

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

2 unchanged sentences

12 — Preferred Stock - continued

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

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

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

during the period through June 30, 2025;

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

price during such period did not exceed 1 million shares.

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

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

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

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

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

2 million to 3 million.

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

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

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

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

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

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

from June 30, 2025 to September 30, 2025.

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

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

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

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

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

proceed of $ 2,520 .

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

with substantially similar terms to the Q1 2025 Waiver, described above, including to reduce the contractual conversion price under the

Series C Preferred Stock to $ 0.40 , during the period through June 30, 2025;

provided that the aggregate amount of shares of common stock

issuable upon conversion of the Series C Preferred Stock at such conversion price during such period did not exceed 1 million shares.

On May 14, 2025, the Company and the holder of the Series C Preferred Stock agreed to modify the terms of the Q2 2025 Waiver by increasing

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

June 30, 2025 from 1 million to 2 million.

On June 2, 2025, the Company and the holder of the Series C Preferred Stock agreed to further

modify the terms of the Q2 2025 Waiver by increasing the maximum number of shares that could be issued on conversion of the Series C

Preferred Stock at the reduced conversion price of $0.40 through June 30, 2025 from 2 million to 3 million.

addition, pursuant to the Q2 2025 Waiver, the Company granted the holder of the Series C Preferred Stock the right, exercisable through

June 30, 2025, to elect to exchange up to $ 2.0 million of Series C Preferred Stock for an equivalent increase in the principal amount

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

(the “Q2 2025 Exchange Right”).

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

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

Waiver were extended from June 30, 2025 to September 30, 2025.

The Q3 2025 Waiver also included provisions designed to facilitate

the Veris June 2025 Equity Offering, as further in Note 14, Noncontrolling Interest .

Under the terms of the waiver, the

parties agreed that an amount of the Series C Preferred Stock equal to 50% of the gross proceeds raised in certain future financings

would be exchanged, effective as of December 16, 2025, for an equivalent increase in the amount outstanding under the September 2022

Senior Convertible Note (subject to certain terms and conditions).

On June 23, 2025, Veris Health entered into subscription

agreements to sell shares of Veris Health common stock and warrants, resulting in proceeds of $ 2,488 ,

net of issuance costs.

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

7 unchanged sentences

June 30, 2025.

Subsequent to June 30,

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

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

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

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

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

three months ended March 31, 2025.

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

Monte Carlo simulation models based on the adjusted conversion price of $ 0.40 for the value of 1 million shares of the Company’s

common stock when converted from the Series C Preferred Stock with the following assumptions:

required rate of return of 14.5 %, dividend

yield of 0 %, volatility of 40 %, and a risk-free rate of 4.30 %, compared to the fair value of the 1 million shares converted of the Company’s

common stock on the date immediately preceding the modification with a $ 1.068 conversion price, utilizing the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate of 4.30 %.

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

charge of $ 355 and as an increase of net loss available to common stockholders on the unaudited condensed consolidated statements of

operations in the three months ended March 31, 2025.

The incremental value associated with this adjustment was determined using Monte

Carlo simulation models using the adjusted conversion price of $ 0.40 for the value of the additional 1 million shares of the Company’s

common stock when converted from the Series C Preferred Stock with the following assumptions:

required rate of return of 14.5 %, dividend

yield of 0 %, volatility of 40 %, and a risk-free rate of 3.98 %, compared to the fair value of the additional 1 million shares converted

of the Company’s common stock on the date immediately preceding the modification with a $ 1.068 conversion price, utilizing the

following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate of 3.98 %.

The Company also recognized incremental

value associated with the Q2 2025 Waiver (and the conversion price adjustments made pursuant thereto) as three additional deemed dividend

charges in the aggregate of $ 818 and as an increase of net loss available to common stockholders on the unaudited condensed consolidated

statements of operations in the three months ended June 30, 2025.

The incremental value associated with this adjustment was determined

using Monte Carlo simulation models using the adjusted conversion price of $ 0.40 for the value of 1 million shares of the Company’s

common stock (and each increase of an additional 1 million shares) when converted from the Series C Preferred Stock with the following

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate ranging from 3.83 % to 4.06 %,

compared to the fair value of 1 million shares converted of the Company’s common stock (and each increase of an additional 1 million

shares) on the date immediately preceding the modification with a $ 1.068 conversion price, utilizing the following assumptions:

rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate ranging from 3.83 % to 4.06 %.

The Q2 2025 Exchange Right granted pursuant to the Q2 2025 Waiver provided the holder with a substantive redemption feature outside

of the Company’s control during the waiver period.

As a result, the affected Series C Preferred Stock no longer met the

criteria for classification as permanent equity.

July and September 2025, the Company and the holder of the Series C Preferred Stock agreed to a series of increases to the maximum number

of shares issuable upon the conversion of the Series C Preferred at the reduced conversion price of $ 0.40 through the end of the adjustment

period The limit was raised from 3 million to 4

million shares on July 16, 2025;

to 5 million shares on August 26, 2025;

and to 8 million shares on September 22, 2025.

Subsequent to September 30, 2025, the Company and the holder of the Series C Preferred Stock entered into a waiver

agreement (the “Q4 2025 Waiver”), pursuant to which, among other things, the adjustment period and waiver period end dates

set forth in the Q2 2025 Waiver (as extended by the Q3 2025 Waiver) were extended from September 30, 2025 to November 30, 2025.

on October 23, 2025, the Company and the holder of the Series C Preferred Stock agreed to increase the maximum number of shares that

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

through the end of the adjustment period (which, as noted above, was extended under the Q4 2025 Waiver to November 30, 2025) from 8

million to 10

The limit was raised from 10 million to 11 million shares on November 5, 2025.

Company recognized the incremental value associated with the Q1 2025 Conversion Price Reduction as two deemed dividend charges in

the aggregate of $ 789

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

the three months ended March 31, 2025.

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

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

the value of 1

million shares of the Company’s common stock (and each increase of additional share allotments) of the Company’s common

stock when converted from the Series C Preferred Stock with the following assumptions:

required rate of return of 14.5 %,

dividend yield of 0 %,

volatility of 40 %,

and risk-free rates ranging from 3.98 %

compared to the fair value of an aggregate 2

million shares converted of the Company’s common stock (and each increase of additional share allotments) on the date

immediately preceding the modifications with a $ 1.068

conversion price, utilizing the following assumptions:

required rate of return of 14.5 %,

dividend yield of 0 %,

volatility of 40 %,

and a risk-free rats ranging from 3.98 %

Company also recognized incremental value associated with the Q2 2025 Waiver (and the conversion price adjustments made pursuant thereto)

as three additional deemed dividend charges in the aggregate of $ 818 and as an increase of net loss available to common stockholders

on the unaudited condensed consolidated statements of operations in the three months ended June 30, 2025.

The incremental value associated

with this adjustment was determined using Monte Carlo simulation models using the adjusted conversion price of $ 0.40 for the value of

1 million shares of the Company’s common stock (and each increase of an additional 1 million shares) when converted from the Series

C Preferred Stock with the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free

rate ranging from 3.83 % to 4.06 %, compared to the fair value of 1 million shares converted of the Company’s common stock (and each

increase of an additional share allotments) on the date immediately preceding the modification with a $ 1.068 conversion price, utilizing

the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free rate ranging from

3.83 % to 4.06 %.

12 — Preferred Stock - continued

Company also recognized incremental value associated with the Q3 2025 Waiver (and the conversion price adjustments made pursuant thereto)

as three additional deemed dividend charges in the aggregate of $ 385 and as an increase of net loss available to common stockholders

on the unaudited condensed consolidated statements of operations in the three months ended September 30, 2025.

The incremental value

associated with this adjustment was determined using Monte Carlo simulation models using the adjusted conversion price of $ 0.40 for the

value of 1 million shares of the Company’s common stock (and each increase of additional share allotments) when converted from

the Series C Preferred Stock with the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %,

and a risk-free rate ranging from 3.60 % to 3.88 %, compared to the fair value of 1 million shares converted of the Company’s common

stock (and each increase of additional share allotments) on the date immediately preceding the modification with a $ 1.068 conversion

price, utilizing the following assumptions:

required rate of return of 14.5 %, dividend yield of 0 %, volatility of 40 %, and a risk-free

rate ranging from 3.60 % to 3.88 %.

Q2 2025 Exchange Right granted pursuant to the Q2 2025 Waiver (the end date for the exercise of which was extended through September

30, 2025 pursuant to the Q3 2025 Waiver) provided the holder with a substantive redemption feature outside of the Company’s

control during the waiver period.

As a result, the affected Series C Preferred Stock no longer met the criteria for classification

as permanent equity.

Accordingly, the Company reclassified $ 2.0

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

as of June 30, 2025.

as of September 30, 2025.

March 31, 2025, the Company elected to capitalize the Series C Preferred Stock dividend earned as of March 31, 2025 of $ 398 , and as a

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C Preferred Stock was adjusted from $ 1,016 to $ 1,037 .

the six months ended June 30, 2025, the Company issued 3,840,094

shares of our common stock in connection with the conversion of 1,520

shares of Series C Preferred Stock.

Subsequent to June 30, 2025, as of August 11, 2025, the Company has issued 847,552 shares of our

common stock in connection with the conversion of 327

On September 30, 2025, the Company elected to capitalize the Series C Preferred

Stock dividend earned as of September 30, 2025 of $ 470 , and as a result, the stated value of the Series C Preferred Stock was adjusted

from $ 1,037 to $ 1,058 .

the nine months ended September 30, 2025, the Company issued 6,491,613 shares of our common stock in connection with the conversion of

2,543 shares of Series C Preferred Stock.

Subsequent to September 30, 2025, as of November 7, 2025, the Company has issued 4,585,044

shares of our common stock in connection with the conversion of 1,734 shares of Series C Preferred Stock.

13 — Common Stock and Common Stock Purchase Warrants

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

stating that, for the prior 30 consecutive business days (through March 6, 2024), the market value of the Company’s listed securities

had been below the minimum of $35 million required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2).

The Company was provided 180 calendar days, or until September 3, 2024, to regain compliance with the rule.

The Company did not regain

compliance with the rule during the allotted time period.

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

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

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

and delisting.

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

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

listing standards.

February 14, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq, stating that the Company had regained compliance with the Nasdaq continued listing standard under Nasdaq Listing

Rule 5550(b)(1), which requires, among other things, that the Company maintain at least $ 2.5 million in stockholders’ equity.

Company achieved compliance through (1) the Exchange, which was consummated on January 17, 2025, (2) the issuance of shares of Series

C Preferred Stock for an aggregate purchase price of $ 2.653 million, which was consummated on January 24, 2025, and (3) a reduction in

operating expenses as a result of the Company’s completed deconsolidation of Lucid from its balance sheet, each of which transactions

was previously disclosed.

As a result, the Company met the terms of the Panel’s decision.

on January 23, 2025, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior

30 consecutive business days (through January 22, 2025), the closing bid price of the Company’s common stock had been below

the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

notification letter stated that the Company would be afforded 180 calendar days (until July 22, 2025) to regain compliance.

to regain compliance, the closing bid price of the Company’s common stock must be at least $ 1

for a minimum of ten consecutive business days.

January 23, 2025, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market

(“Nasdaq”) stating that, for the prior 30 consecutive business days (through January 22, 2025), the closing bid

price of the Company’s common stock had been below the minimum of $ 1 per

share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

The notification letter

stated that the Company would be afforded 180 calendar days (until July 22, 2025) to regain compliance.

In order to regain

compliance, the closing bid price of the Company’s common stock must be at least $ 1 for

a minimum of ten consecutive business days.

On July 29, 2025, the Company received an additional notice from the Listing

5 unchanged sentences

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

Company’s common stock, and the common stock will continue to trade uninterrupted

under the symbol “PAVM”.

the six months ended June 30, 2025, 401,303 shares of the Company’s common stock were issued upon conversion, at the election of

the holder, of the September 2022 Senior Convertible Note, for $ 176 face value principal repayments, as discussed in Note 10, Debt .

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

approximately $ 841 , after payment of 3 % commissions.

Company’s common stock, and the common stock will continue to trade uninterrupted under the symbol

The Company has

scheduled a special meeting of the stockholders for December 5, 2025 at which it will be seeking approval an amendment to the

Company’s Certificate of Incorporation to effect (i) a reserve stock split of the Company’s outstanding shares of common

stock at a ratio ranging from 1-for-10

to 1-for-30 , to be determined by the Board in its sole discretion, and (ii) an associated reduction in the Company’s

authorized shares of common stock from 250

million shares to 25

million shares.

The Company is pursuing the reserve stock split in an effort to increase the closing bid price of the common stock

to the level required for continued listing on Nasdaq.

13 — Common Stock and Common Stock Purchase Warrants - continued

the six months ended June 30, 2025, the Company issued 152,408 shares of common stock to vendors in exchange for $ 103 of agreed upon

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

the nine months ended September 30, 2025, 401,303 shares of the Company’s common stock were issued upon conversion, at the election

of the holder, of the September 2022 Senior Convertible Note, for $ 176 face value principal repayments, as discussed in Note 10, Debt .

the nine months ended September 30, 2025, the Company sold 1,216,565 shares through their at-the-market equity facility for net proceeds

of approximately $ 841 , after payment of 3 % commissions.

the nine months ended September 30, 2025, the Company issued 152,408 shares of common stock to vendors in exchange for $ 103 of agreed

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

statement of operations.

February 18, 2025, the Company and Veris, entered into subscription agreements (each, a “Subscription Agreement”) with certain

accredited investors (collectively, the “Investors”), pursuant to which the Company agreed to sell and the Investors agreed

to purchase (the “Offering”) 2,574,350 shares of the Company’s common stock and pre-funded warrants to purchase 756,734

shares of the Company’s common stock (the “Pre-Funded Warrants”), at a purchase price of $ 0.7115 per share or warrant

share (as applicable).

In addition, Veris agreed to issue to each Investor approximately 0.2033 shares of Veris’ common stock for

each share or warrant share (as applicable) purchased by such Investor, for an aggregate of 677,143 shares of Veris’ common stock.

On February 21, 2025, the Company consummated the Offering, generating gross proceeds to the Company of $ 2.37 million.

The Pre-Funded

Warrants are classified as equity in accordance as they are indexed to the Company’s own stock and meet the criteria for equity

classification.

The proceeds received were recorded in additional paid-in capital with no subsequent remeasurement.

February 21, 2025, the Company and Veris, pursuant to subscription agreements, dated as of February 18, 2025 (each, a

“Subscription Agreement”) they entered into with certain accredited investors (collectively, the

“Investors”), consummated an offering (the “Offering”) of 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 issued 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.

The Offering generated gross proceeds to the Company of $ 2.37

The Pre-Funded Warrants were classified (through their date of exercise, on June 19, 2025) as equity as they

were indexed to the Company’s own stock and met the criteria for equity classification.

The proceeds received were recorded in

additional paid-in capital with no subsequent remeasurement.

Subscription Agreement contains customary representations, warranties, covenants and indemnities of the Company and the Investors, as

2 unchanged sentences

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

In addition, the Company (i) 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

to existing participation rights of the Company’s debt holder, and (ii) agreed not to incur, and not to permit its majority-owned

subsidiaries to incur, any indebtedness until August 18, 2026, subject to certain exceptions.

3 unchanged sentences

in the Offering, including the shares underlying the Pre-Funded Warrants.

This registration statement was filed and became effective as of April 15, 2025.

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

756,734 warrants were exercised as of June 19, 2025.

This registration statement was filed and became effective

as of April 15, 2025.

Stock Purchase Warrants

of December 31, 2024, the Series Z Warrants outstanding totaled 11,937,450

representing the right to purchase 795,830

shares of the Company’s common stock.

The Series Z Warrants were exercisable to purchase one whole share of common stock of

the Company at an exercise price of $ 23.48

(previously $ 24.00

post reverse-split, decreased by $ 0.52

in connection with the special dividend distribution of Lucid common stock to PAVmed stockholders, discussed above).

unexercised warrants expired in accordance with their terms on April 30, 2025.

During the three and six months ended June 30, 2025,

there were no Series Z Warrants exercised.

of December 31, 2024, the Series Z Warrants outstanding totaled 11,937,450 representing the right to purchase 795,830 shares of the Company’s

common stock.

The Series Z Warrants were exercisable to purchase one whole share of common stock of the Company at an exercise price

of $ 23.48 (previously $ 24.00 post reverse-split, decreased by $ 0.52 in connection with the special dividend distribution of Lucid common

stock to PAVmed stockholders, discussed above).

All such unexercised warrants expired in accordance with their terms on April 30, 2025 .

During the three and nine months ended September 30, 2025, there were no Series Z Warrants exercised.

14 — Noncontrolling Interest

2 unchanged sentences

of Noncontrolling Interest of Stockholders' Equity

June 30, 2025

NCI – equity - December 31, 2024

Net loss attributable to NCI

Impact of subsidiary equity transactions

Veris Health issuance of common stock for settlement of vendor service agreement

Veris Offerings

Stock-based compensation expense - Veris Health 2021 Equity Plan

NCI – equity – June 30, 2025

– equity - December 31, 2024

loss attributable to NCI

of subsidiary equity transactions

Health issuance of common stock for settlement of vendor service agreement

compensation expense - Veris Health 2021 Equity Plan

– equity – September 30, 2025

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

stockholders’ equity as of June 30, 2025 and December 31, 2024;

and the recognition of a net loss attributable to the NCI in the

unaudited condensed consolidated statement of operations for the periods beginning on the acquisition date of the respective subsidiaries.

stockholders’ equity as of September 30, 2025 and December 31, 2024;

and the recognition of a net loss attributable to the NCI

in the unaudited condensed consolidated statement of operations for the periods beginning on the acquisition date of the respective subsidiaries.

Diagnostics — Deconsolidation

3 unchanged sentences

However, PAVmed retains the ability to exercise significant influence

As of June 30, 2025, continues to hold 31,302,444 shares of common stock of Lucid Diagnostics.

As of September 30, 2025, continues to hold 31,302,444 shares of common stock of Lucid Diagnostics.

Diagnostics — Intercompany Obligation Settlement;

4 unchanged sentences

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

of June 30, 2025, there were 10,552,143

shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an 59.49 %

majority-interest ownership and PAVmed has a controlling financial interest, with the remaining 40.51 %

minority-interest ownership held by unrelated third-parties.

These ownership interests in Veris Health do not reflect the

approximately $ 24.0

million of intercompany debt owed by Veris to PAVmed, which at the stated conversion price of $ 1.50 ,

is convertible into 16,001,294

shares of common stock of Veris Health;

giving effect to the conversion of such note, PAVmed’s ownership interest in Veris

would be 83.9 %.

Accordingly, Veris Health is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling

interest (NCI) is included as a separate component of consolidated stockholders’ equity in the accompanying unaudited

condensed consolidated balance sheets.

June 23, 2025, Veris entered into subscription agreements (each, a “Veris June 2025 Subscription Agreement”) with

certain accredited investors (collectively, the “June 2025 Investors”), pursuant to which Veris agreed to sell and the

Investors agreed to purchase (the “June 2025 Offering”) 1,800,000

shares of common stock, par value $ 0.001

per share, of Veris (“Veris Common Stock”) and warrants to purchase 1,800,000

shares of Veris Common Stock (“Veris Warrants”), at a purchase price of $ 1.40

per share of Veris Common Stock.

the same day, Veris consummated the June 2025 Offering, generating gross proceeds to Veris of approximately $ 2.5

million, with less than $ 0.1 million of issuance costs.

The proceeds of the offering will be used to continue

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

Veris June 2025 Subscription Agreements contain customary representations, warranties, covenants and indemnities of Veris and the

June 2025 Investors, as well as a covenant by Veris to provide the June 2025 Investors with protection against subsequent equity

raises by Veris at a lower valuation (solely to the extent the June 2025 Investors continue to hold the shares issued in the June

2025 Offering), with such protection to be effected through the issuance of additional shares of Veris Common Stock.

Veris granted certain of the June 2025 Investors a 100% participation right in future offerings of equity securities by Veris,

subject to existing participation rights of the Company’s debt holder, and agreed not to incur any indebtedness until December

23, 2026, subject to certain exceptions.

In accordance with the Veris June 2025 Subscription Agreement, Veris also entered into a

registration rights agreement (the “Registration Rights Agreement”) with the June 2025 Investors, pursuant to which

Veris granted the June 2025 Investors customary demand and piggyback registration rights.

The June 2025 Investors may exercise the

demand registration rights only if Veris consummates a going public transaction.

of September 30, 2025, there were 10,552,143 shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an

59.49 % majority-interest ownership and PAVmed has a controlling financial interest, with the remaining 40.51 % minority-interest ownership

held by unrelated third-parties.

These ownership interests in Veris Health do not reflect the approximately $ 24.0 million of intercompany

debt owed by Veris to PAVmed, which at the stated conversion price of $ 1.50 , is convertible into 16,001,294 shares of common stock of

Veris Health;

giving effect to the conversion of such note, PAVmed’s ownership interest in Veris would be 83.9 %.

Accordingly, Veris

Health is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest (NCI) is included

as a separate component of consolidated stockholders’ equity in the accompanying unaudited condensed consolidated balance sheets.

June 23, 2025, Veris entered into subscription agreements (each, a “Veris June 2025 Subscription Agreement”) with certain

accredited investors (collectively, the “June 2025 Investors”), pursuant to which Veris agreed to sell and the Investors

agreed to purchase (the “June 2025 Offering”) 1,800,000 shares of common stock, par value $ 0.001 per share, of Veris (“Veris

Common Stock”) and warrants to purchase 1,800,000 shares of Veris Common Stock (“Veris Warrants”), at a purchase price

of $ 1.40 per share of Veris Common Stock.

the same day, Veris consummated the June 2025 Offering, generating gross proceeds to Veris of approximately $ 2.5 million, with less than

$ 0.1 million of issuance costs.

The proceeds of the offering will be used to continue development activities related to Veris’

implantable physiological monitor and for general working capital purposes.

Veris June 2025 Subscription Agreements contain customary representations, warranties, covenants and indemnities of Veris and the June

2025 Investors, as well as a covenant by Veris to provide the June 2025 Investors with protection against subsequent equity raises by

Veris at a lower valuation (solely to the extent the June 2025 Investors continue to hold the shares issued in the June 2025 Offering),

with such protection to be effected through the issuance of additional shares of Veris Common Stock.

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.

14 — Noncontrolling Interest - continued

12 unchanged sentences

in rights offerings or pro rata distributions by Veris.

The Veris Warrants are classified as equity in accordance as they are indexed

to the Company’s own stock and meet the criteria for equity classification.

The Veris Warrants are classified as equity as they are indexed

to Veris’s common stock and meet the criteria for equity classification.

Subsequent to September 30, 2025, on October 7, 2025, we announced the launch of the commercial phase of Veris’

strategic partnership with The Ohio State University Comprehensive Cancer Center – Arthur G.

James Cancer Hospital and Richard J.

Solove Research Institute (“OSUCCC – James”).

In conjunction with such event and pursuant to a previously executed strategic

partnership agreement between Veris and OSUCCC — James, OSUCCC — James earned a 2% equity interest in Veris (which, when issued,

would dilute the other Veris shareholders proportionately).

15 — Net Income (Loss) Per Share

4 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Net income (loss) - before noncontrolling interest

8 unchanged sentences

Fair Value Adjustment for diluted EPS calculation

Series C Convertible Preferred Stock dividends and deemed dividends

Series B Convertible Preferred Stock dividends

Net income (loss) attributable to PAVmed Inc.

3 unchanged sentences

Senior Convertible Note

Series C Convertible Preferred Stock

Series B Convertible Preferred Stock

Weighted average common shares outstanding, diluted

17 unchanged sentences

board of directors.

weighted-average number of shares of common stock outstanding for the six months ended June 30, 2025 and 2024 include the shares of

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

The basic weighted average number of

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

shares outstanding includes such incremental shares.

However, as the Company was in a loss position for the three months ended June

30, 2025 and the three and six months ended June 30, 2024, basic and diluted weighted average shares outstanding are the same, as

the inclusion of the incremental shares would be anti-dilutive.

The common stock equivalents excluded from the computation of

diluted weighted average shares outstanding are as follows:

weighted-average number of shares of common stock outstanding for the three and nine months ended September 30, 2024 include the shares

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

The basic weighted average number of shares

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

includes such incremental shares.

However, as the Company was in a loss position for the three and nine months ended September 30, 2025,

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

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

of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share

September 30,

Stock options

1 unchanged sentence

Series Z Warrants

Senior Convertible Note

Series B Convertible Preferred Stock

total stock options are inclusive of 54,480 and 60,054 stock options as of June 30, 2025 and 2024, respectively, granted outside the

PAVmed 2014 Equity Plan.

Series C Convertible Preferred Stock

total stock options are inclusive of 54,480 and 60,054 stock options as of September 30, 2025 and 2024, respectively, granted outside

the PAVmed 2014 Equity Plan.

16 — Segment Information

21 unchanged sentences

in the consolidated statements of operations.

the three and six months ended June 30, 2025 and 2024 revenues resulting from subscription revenue or patient laboratory test results

the three and nine months ended September 30, 2025 and 2024, revenues resulting from subscription revenue or patient laboratory test results

was concentrated in the United States.

2 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements