What changed in this filing

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Item 1A. Risk Factors

2025-03-24 compared with 2024-03-25 · 367 added, 296 removed, 1047 unchanged (39% of the section changed)

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have incurred operating losses since our inception and may not be able to achieve profitability.

We have concluded there is substantial doubt of our ability to continue as a going concern and our independent registered public accounting

firm’s report on our financial statements contains an explanatory paragraph describing our ability to continue as a going concern.

We have concluded there is substantial doubt of our ability to continue as a going concern and our independent registered

public accounting firm’s report on our financial statements contains an explanatory paragraph describing our ability to continue as a

going concern.

have faced significant challenges raising capital under the current market conditions, and therefore are highly dependent on the

ability of each of our subsidiaries to raise capital to fund its own and our operations.

There can be no assurance that our common stock will continue to trade on the Nasdaq Capital Market or another national securities exchange.

Our subsidiary Lucid may issue shares of its common and/or preferred stock in the future which could reduce the equity interest of PAVmed

in Lucid and might cause us to cease to control a majority of the voting stock of Lucid.

our indebtedness may require a significant amount of cash, and the restrictive covenants contained in our indebtedness could adversely

affect our business plan, liquidity, financial condition, and results of operations.

accounting method for convertible debt securities that may be settled in cash, such as the Senior Convertible Notes, could have a

material effect on our reported financial results.

can be no assurance that our common stock will continue to trade on the Nasdaq Capital Market or another national securities exchange.

Our subsidiary Lucid may issue shares of its common and/or preferred stock

in the future, and the holder of our convertible debt may exchange such debt for our shares of Lucid common stock.

These events could

reduce the percentage equity interest of PAVmed in Lucid.

and thereby reduce its influence over matters subject to a shareholder vote

and otherwise adversely affect your investment in PAVmed.

our indebtedness may require a significant amount of cash, and the restrictive covenants contained in the documents that govern our

indebtedness and preferred stock could adversely affect our business plan, liquidity, financial condition, and results of operations.

accounting method for convertible debt securities that may be settled in cash, such as the September 2022 Senior Convertible Note,

could have a material effect on our reported financial results.

Associated with Our Business

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testing or consumer demand in a timely manner.

currently perform our EsoGuard test in one laboratory facility.

If demand for our EsoGuard test grows, we may lack adequate facility

space and capabilities to meet increased processing requirements.

Moreover, if these or any future facilities or our equipment were

damaged or destroyed, or if we experience a significant disruption in our operations for any reason, our ability to continue to operate

our business could be materially harmed.

demand for our EsoGuard test grows, we may lack adequate facility space and capabilities to meet increased processing requirements.

Moreover, if these or any future facilities or our equipment were damaged or destroyed, or if we experience a significant disruption

in our operations for any reason, our ability to continue to operate our business could be materially harmed.

may make investments in products we have not yet developed, and those investments may not be realized.

We may not obtain the expected benefits of the incubator financing structure and may incur additional costs.

may not obtain the expected benefits of the incubator financing structure and may incur additional costs.

products and services may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform

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business may suffer if we are unable to manage our growth.

officers may allocate their time to other businesses thereby potentially limiting the amount of time they devote to our affairs.

This conflict of interest could have a negative impact on our operations.

ability to be successful will be totally dependent upon the efforts of our key personnel.

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effect on our business, financial condition, results of operations or price of our common stock.

Risks Associated with Healthcare Regulation, Billing

and Reimbursement, and Product Safety and Effectiveness

If private or governmental third-party payors do not maintain reimbursement for our products at adequate reimbursement rates, we may be

unable to successfully commercialize our products which would limit or slow our revenue generation and likely have a material adverse

effect on our business.

FDA has proposed a policy under which it would phase out its general enforcement discretion approach for LDTs so that IVDs manufactured

Associated with Healthcare Regulation, Billing and Reimbursement, and Product Safety and Effectiveness

private or governmental third-party payors do not maintain reimbursement for our products at adequate reimbursement rates, we may

be unable to successfully commercialize our products which would limit or slow our revenue generation and likely have a material

adverse effect on our business.

has proposed a policy under which it would phase out its general enforcement discretion approach for LDTs so that IVDs manufactured

at a laboratory would generally fall under the same enforcement approach as other IVDs.

While we are confident that the proposed policy

will not have a material impact on our business, there can be no assurance that will be the case.

While we are confident that the proposed

policy will not have a material impact on our business, there can be no assurance that will be the case.

future products or services we may develop may not be approved for sale in the U.S.

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regulatory requirements.

reform measures could hinder or prevent our products’ commercial success.

reform measures, including those targeting Medicare or Medicaid, could hinder or prevent our products’ commercial success.

we fail to comply with healthcare regulations, we could face substantial penalties and our business, operations and financial condition

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might cause a change in control of our ownership.

holder of our convertible debt and the holder of our Series C Preferred Stock have certain rights with respect to the shares in Lucid

Diagnostics that we own, which may have a material impact on the return on any investment in shares of our common stock.

management and their affiliates control a substantial interest in us and thus may influence certain actions requiring a stockholder

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stock price may be volatile, and purchasers of our securities could incur substantial losses.

outstanding warrants and other convertible securities may have an adverse effect on the market price of our common stock.

outstanding warrants and other convertible securities may have an adverse effect on the market price of our common stock and the

value of your investment in us.

do not intend to pay any cash dividends on our common stock at this time.

We have made distributions of shares of Lucid common stock to our shareholders in the past, but there is no assurance we will do so in

have made distributions of shares of Lucid common stock to our shareholders in the past, but there is no assurance we will do so

in the future.

are subject to evolving corporate governance and public disclosure expectations and regulations that impact compliance costs and

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have incurred net losses since our inception.

date, since our inception in June 2014, we have financed our operations principally through issuances of common stock, preferred stock,

warrants, and debt, in both private placements and public offerings of our securities.

Our ability to generate sufficient revenue from

any of our products in development, and to transition to profitability and generate consistent positive cash flows is dependent upon

factors that may be outside of our control.

While we have taken steps to reduce operating expenses, we expect to continue to incur operating

expenses in excess of our revenues as we continue to maintain our commercial infrastructure, develop, enhance and commercialize products

and incur additional operational and reporting costs associated with being a public company.

As a result, we expect to continue to incur

operating losses for the foreseeable future.

have concluded there is substantial doubt of our ability to continue as a going concern and our independent registered public accounting

firm’s report on our financial statements contains an explanatory paragraph describing our ability to continue as a going concern.

our December 31, 2023 consolidated financial statements, we have concluded and stated that our recurring losses from operations,

recurring cash flows used in operations and the requirement that we will need to raise additional capital in

order to fund our ongoing operations beyond March 2025 raise substantial doubt regarding our ability to continue as a going concern.

Additionally, our independent registered public accounting firm’s report on our consolidated financial statements includes an

explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

Our plans to address this going

concern risk include pursuing further financings at Lucid in addition to the recently completed offering of Lucid Series B Preferred

Stock (Lucid has recently raised over $18 million in such offering), seeking to restructure our and Lucid Diagnostics’

outstanding indebtedness and pursuing additional offerings of debt and/or equity securities.

The consolidated financial statements

do not include any adjustments that might result from our inability to consummate such offerings or our ability to continue as a

going concern.

Moreover, there is no assurance if we consummate additional offerings, we will raise sufficient proceeds in such

offerings to pay our financial obligations as they become due.

These factors raise substantial doubt about our ability to continue

as a going concern.

date, since our inception in June 2014, we have financed our operations principally through issuances (by us or by our subsidiaries)

of common stock, preferred stock, warrants, and debt, in both private placements and public offerings of our securities.

to generate sufficient revenue from any of our products in development, and to transition to profitability and generate consistent positive

cash flows is dependent upon factors that may be outside of our control.

While we have taken steps to reduce operating expenses, we expect

to continue to incur operating expenses in excess of our revenues as we continue to maintain our commercial infrastructure, develop,

enhance and commercialize products and incur additional operational and reporting costs associated with being a public company.

result, we expect to continue to incur operating losses for the foreseeable future.

We have concluded there is substantial doubt

of our ability to continue as a going concern and our independent registered public accounting firm’s report on our financial statements

contains an explanatory paragraph describing our ability to continue as a going concern.

In our December 31, 2024 consolidated financial statements, we have concluded and stated that our recurring losses

from operations, recurring cash flows used in operations and the requirement that we will need to raise additional capital in order to

fund our ongoing operations beyond March 2026 raise substantial doubt regarding our ability to continue as a going concern.

Additionally,

our independent registered public accounting firm’s report on our consolidated financial statements includes an explanatory paragraph

expressing substantial doubt about our ability to continue as a going concern.

Our plans to address this going concern risk include pursuing

further financings at PAVmed in addition to the recently completed Series C Preferred Stock Debt Exchange and the PAVmed and Veris Common

Stock Offering (we recently raised over $2.4 million in such offering) and pursuing additional offerings of debt and/or equity securities.

The consolidated financial statements do not include any adjustments that might result from our inability to consummate such offerings

or our ability to continue as a going concern.

Moreover, there is no assurance if we consummate additional offerings, we will raise sufficient

proceeds in such offerings to pay our financial obligations as they become due.

These factors raise substantial doubt about our ability

to continue as a going concern.

have faced significant challenges raising capital under the current market conditions, and therefore are highly dependent on the ability

of each of our subsidiaries to raise capital to fund its own and our operations.

to challenging market conditions, we have found it difficult to raise capital directly into PAVmed.

As a result, we have become

highly dependent on the ability of each of our subsidiaries to raise capital to fund their own operations.

There is no assurance that

our subsidiaries will be able to raise capital as needed to fund its operations, or that any of them will be able to do so on commercially

reasonable terms.

Accordingly, the failure of any of our subsidiaries to raise the capital it needs to fund its operations, could have

a material adverse effect on the portion of our business related to such subsidiary.

In addition, because of the challenges PAVmed has faced in terms of raising

capital, we are highly dependent on our subsidiaries, including Lucid Diagnostics, as resources for funding our operations (notably, PAVmed

may elect that Lucid Diagnostics satisfy its obligations under our management services agreement through cash payment).

If Lucid Diagnostics

is unable to continue to make any such cash payments we elect to receive, or determines to terminate the management services agreement

(i.e., because it retains its own management team to oversee its operations), and PAVmed is unable to raise sufficient capital itself,

it may not have sufficient capital to fund its operations, which in turn could have a material adverse effect on our business.

All intercompany

obligations between PAVmed, on the one hand, and any of its subsidiaries (including Lucid Diagnostics), on the other hand, are subject

to approval by the PAVmed board and the board of the applicable subsidiary (including, in the case of Lucid Diagnostics, their independent

There can be no assurance that our common stock

will continue to trade on the Nasdaq Capital Market or another national securities exchange.

There can be no assurance that we

will be able to continue to meet Nasdaq Capital Market listing standards.

If we are unable to maintain compliance with all applicable

listing standards, our common stock may no longer be listed on the Nasdaq Capital Market or another national securities exchange and the

liquidity and market price of our common stock may be adversely affected.

On March 7, 2024, the Company received

a notice from the Nasdaq Listing Qualifications Department stating that, for the preceding 30 consecutive business days (through March

6, 2024), the market value of the Company’s listed securities (“MVLS”) had been below the minimum of $35 million required

for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2).

The notification letter stated that the Company

would be afforded 180 calendar days (until September 3, 2024) to regain compliance.

In order to regain compliance, the Company’s

MVLS must close at $35 million or more for a minimum of ten consecutive business days.

The notification letter also states that in the

event the Company does not regain compliance prior to the expiration of the 180-day period, the Company will receive written notification

that its securities are subject to delisting.

There can be no assurance that the Company will be able to regain compliance by such deadline,

in which case, unless the Company is able to obtain an extension for regaining compliance, the Company’s stock would be delisted.

If we were so delisted, that could have a material adverse effect on your investment in the Company, including without limitation by substantially

to challenging market conditions, we have found it difficult to raise capital directly into PAVmed (notwithstanding our recent $2.37

million capital raise at PAVmed).

As a result, we have become highly dependent on the ability of each of our subsidiaries to raise capital

to fund their own operations.

There is no assurance that our subsidiaries will be able to raise capital as needed to fund its operations,

or that any of them will be able to do so on commercially reasonable terms.

Accordingly, the failure of any of our subsidiaries to raise

the capital it needs to fund its operations, could have a material adverse effect on the portion of our business related to such subsidiary.

addition, because of the challenges PAVmed has faced in terms of raising capital, we are highly dependent on our subsidiaries, including

Lucid Diagnostics, as resources for funding our operations (notably, PAVmed may elect that Lucid Diagnostics satisfy its obligations

under our management services agreement through cash payment and, under the terms of our outstanding convertible debt, we are required

to elect to receive such payments in cash).

In addition, under the terms of our outstanding convertible debt, if the price per share

of our common stock is less than the $1.068 conversion price of our Series C Preferred Stock, we are required to reserve 50% of all management

services agreement fees we receive, unless the holder of our debt waives such requirement (which it has through March 31, 2025).

Diagnostics is unable to continue to make any such cash payments we elect to receive, or if we are so required to reserve 50% of the

management services agreement fees we receive, or if Lucid Diagnostics determines to terminate the management services agreement (i.e.,

because it retains its own management team to oversee its operations), and PAVmed is unable to raise sufficient capital itself, it may

not have sufficient capital to fund its operations, which in turn could have a material adverse effect on our business.

we are successful in raising capital through our subsidiaries, such transaction would dilute PAVmed’s (and accordingly, our shareholders’)

interest in such subsidiaries, which in turn could reduce the proceeds available to PAVmed (and its shareholders) upon any disposition

or liquidation of such subsidiaries.

In addition, the terms of any such investment into our subsidiaries could contain covenants and

other restrictions that impair PAVmed’s control over such subsidiaries or the manner in which such subsidiaries operate.

can be no assurance that our common stock will continue to trade on the Nasdaq Capital Market or another national securities exchange.

can be no assurance that we will be able to continue to meet Nasdaq Capital Market listing standards.

If we are unable to maintain compliance

with all applicable listing standards, our common stock may no longer be listed on the Nasdaq Capital Market or another national securities

exchange and the liquidity and market price of our common stock may be adversely affected.

Company currently is (and from time to time in the recent past, the Company has been) out of compliance with the standards and requirements

for continued listing on Nasdaq.

Most recently,

on January 23, 2025, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30

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

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

The notification letter

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

In order to regain compliance,

the closing bid price of the Company’s common stock must be at least $1 for a minimum of ten consecutive business days.

The notification

letter also stated that, in the event the Company does not regain compliance within the initial 180-day period, the Company may be eligible

for an additional 180-day period.

If the Company is not eligible for the additional 180-day period, or if it appears to the Nasdaq staff

that the Company will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will provide notice after the

end of the initial 180-day period that the Company’s securities will be subject to delisting.

In any event, there can be no assurance

that the Company will be able to regain compliance by the current or any extended deadline, in which case, the Company’s stock

would be delisted.

we were delisted, that could have a material adverse effect on your investment in the Company, including without limitation by substantially

reducing the liquidity of our common stock, and by further limiting our access to capital markets for fundraising.

Our subsidiary Lucid may issue shares of its

common and/or preferred stock in the future which could reduce the equity interest of PAVmed in Lucid and might cause us to cease to control

a majority of the voting stock of Lucid.

As of the date hereof, our subsidiary

Lucid has issued 44,285 shares of Lucid Series B Preferred Stock.

If the maximum amount of common stock underlying such securities were

issued (including shares of Lucid common stock issued as a dividend thereon), the percentage of shares of Lucid common stock held by PAVmed

Our subsidiary Lucid may issue shares of its common and/or preferred stock

in the future, and the holder of our convertible debt may exchange such debt for our shares of Lucid common stock.

These events could

reduce the percentage equity interest of PAVmed in Lucid.

and thereby reduce its influence over matters subject to a shareholder vote

and otherwise adversely affect your investment in PAVmed.

of the date hereof, if the maximum amount of common stock underlying Lucid’s outstanding convertible securities were issued

(including shares of Lucid common stock issued as a dividend thereon), the percentage of shares of Lucid common stock held by PAVmed

would be reduced from approximately 34% to approximately 18%.

This reduced percentage would be further diluted in the event

of future convertible debt or stock issuances by Lucid or by issuances under Lucid’s long-term incentive plan and employee stock

purchase plan.

While PAVmed would still retain a large ownership interest in Lucid in such event, it may cease to control the vote on

matters requiring shareholder approval, including the election of Lucid’s board of directors.

our indebtedness may require a significant amount of cash, and the restrictive covenants contained in our indebtedness could adversely

affect our business plan, liquidity, financial condition, and results of operations.

and our subsidiaries may be required to repay or redeem, or to pay interest on, the April 2022 Senior Convertible Note, the September

2022 Senior Convertible Note and the March 2023 Lucid Senior Convertible Note (collectively, the “Senior Convertible Notes”)

or any future permitted indebtedness incurred by us or our subsidiaries, in cash.

Despite our right to pay the interest and principal

balance of the Senior Convertible Notes by issuing shares of our common stock, we may be required to repay such indebtedness in cash,

This reduced percentage would be further diluted in the

event of future convertible debt or stock issuances by Lucid or by issuances under Lucid’s long-term incentive plan and

employee stock purchase plan.

While PAVmed still has a significant ownership interest in Lucid in such event, the more its interest

in Lucid is diluted, the less influence it will have on matters requiring shareholder approval, including the election of

Lucid’s board of directors.

In addition, so long as any shares

of our Series C Preferred Stock remain outstanding, the holder of the September 2022 Senior Convertible Note may elect to exchange any

or all of such debt for the shares of Lucid Diagnostics we own at an exchange price of $0.85 per share, as of the date hereof, which would further reduce our ownership from the 18% to 13% (and as of March 20, 2025, the

closing bid price of a share of Lucid Diagnostics’ common stock was $1.57).

If PAVmed’s ownership interest

in Lucid declines, PAVmed may no longer be deemed to primarily control Lucid for the purposes of the Investment Company Act of 1940, as

amended (the “Investment Company Act”).

In such event, the securities of Lucid held by PAVmed would no longer be excluded

under certain tests used to determine whether PAVmed is deemed to be an investment company under the Investment Company Act.

could claim that it otherwise does not meet the definition of an investment company, or that it qualifies for an exemption therefrom,

but there can be no assurance that any such claim would be tenable or any such exemption would be available.

If PAVmed was deemed to be an investment company, it could seek to rely on the temporary exemption for transient

investment companies.

If it was not able to rely on such exemption, or the period for relief under such exemption expired and PAVmed was

still deemed to be an investment company, PAVmed could be forced to register as an investment company and comply with substantive requirements

under the Investment Company Act, including limitations on its ability to borrow, limitations on its capital structure, restrictions on

acquisitions of interests in associated companies, prohibitions on transactions with affiliates, restrictions on specific investments,

and compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations.

If PAVmed were forced to comply

with the Investment Company Act, its operations would significantly change, and it would be prevented from successfully executing its

business strategy.

If PAVmed was forced to sell assets to avoid regulation under the Investment Company Act, it also could be prevented

from successfully executing its business strategy.

our indebtedness may require a significant amount of cash, and the restrictive covenants contained in the documents that govern our indebtedness

and preferred stock could adversely affect our business plan, liquidity, financial condition, and results of operations.

and our subsidiaries may be required to repay or redeem, or to pay interest on, the September 2022 Senior Convertible Note or any future

permitted indebtedness incurred by us or our subsidiaries, in cash.

Despite our right to pay the interest and principal balance of the

September 2022 Senior Convertible Note by issuing shares of our common stock, we may be required to repay such indebtedness in cash,

if we do not meet certain customary equity conditions (including minimum price and volume thresholds) or in certain other circumstances.

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and make necessary capital expenditures.

In addition, the Senior Convertible Notes contain, and any future indebtedness may contain,

restrictive covenants, including financial covenants.

These payment obligations and covenants could have important consequences on our

In addition, the September 2022 Senior Convertible Note contains, and any future indebtedness

may contain, restrictive covenants, including financial covenants.

These payment obligations and covenants could have important consequences

on our business.

In particular, they could:

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us at a competitive disadvantage compared to our competitors that have lower fixed costs.

The debt service

requirements of any other permitted indebtedness we incur or issue in the future, as well as the restrictive covenants contained in

the governing documents for any such indebtedness, could intensify these risks.

For example, while the Company is currently in

compliance with the financial covenants under the Senior Convertible Notes it has issued, from time to time since the date of

issuance of such notes (including, in the case of the indebtedness to market capitalization ratio test under such notes, as of

December 31, 2023), the Company was not in compliance with certain financial covenants thereunder.

The holders of such notes agreed

to waive any such non-compliance through August 31, 2024 in consideration of our agreement to pay a $2,000,000 consent fee in cash

(or in such other form as may be mutually agreed in writing) by April 25, 2024.

However, there can be no assurance that we will have

the cash to make such payment or that the holders will be willing to accept payment in another form of consideration, or if they are

willing to do so, that it will be on terms and conditions agreeable to us.

There is also no assurance that the holders will be

willing to waive any future non-compliance with this or any other provision under the Senior Convertible Notes, or if they are

willing to do so, if the terms on which they are so willing will be acceptable to us.

debt service requirements of any other permitted indebtedness we incur or issue in the future, as well as the restrictive covenants

contained in the governing documents for any such indebtedness, could intensify these risks.

For example, from time to time since

the date of issuance of the September 2022 Convertible Note, the Company was not in compliance with certain financial covenants

The holders of such notes agreed to waive any such non-compliance through December 31, 2025.

There is also no assurance

that the holders will be willing to waive any future non-compliance with this or any other provision under the September 2022 Senior

Convertible Note, or if they are willing to do so, if the terms on which they are so willing will be acceptable to us.

we are unable to make the required cash payments, there could be a default under one or more of the instruments governing our indebtedness.

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it could be dilutive to shareholders or impose onerous terms on us.

accounting method for convertible debt securities that may be settled in cash, such as the Senior Convertible Notes, could have a material

effect on our reported financial results.

terms of our Series C Preferred Stock also include covenants substantially similar to those in the documentation that governs our

outstanding indebtedness, and accordingly, those covenants (and our failure to be in compliance with the same) could have the same

important consequences on our business.

addition, Lucid may be required to repay or redeem at maturity in 2029 (or sooner, upon the occurrence of certain changes

of control or an event of default), or to pay interest on, the November 2024 Senior Convertible Notes or any future permitted indebtedness

incurred by it or its subsidiaries, in cash.

Such payment obligations could have the same important consequences on its business, and

these debt service requirements or any debt service requirements in respect of any other permitted indebtedness Lucid may

incur or issue in the future, as well as the restrictive covenants contained in the governing documents for any such indebtedness, could

intensify these risks.

accounting method for convertible debt securities that may be settled in cash, such as the September 2022 Senior Convertible Note, could

have a material effect on our reported financial results.

May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No.

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as Accounting Standards Codification 470-20, Debt with Conversion and Other Options, or “ASC 470-20.” Under ASC 470-20, an

entity must separately account for the liability and equity components of the convertible debt instruments (such as the Senior Convertible

Notes) that may be settled entirely or partially in cash in a manner that reflects the issuer’s economic interest cost.

of ASC 470-20 on the accounting for the Senior Convertible Notes is that the equity component is required to be included in the additional

paid-in capital section of stockholders’ equity on our consolidated balance sheet and the value of the equity component would be

treated as original issue discount for purposes of accounting for the debt component of the Senior Convertible Notes.

As a result, we

will be required to record a greater amount of non-cash interest expense in current periods presented as a result of the amortization

of the discounted carrying value of the Senior Convertible Notes to their face amount over the term of the Senior Convertible Notes.

We will report lower net income in our financial results because ASC 470-20 will require interest to include both the current period’s

amortization of the debt discount and the instrument’s coupon interest, which could adversely affect our reported or future financial

results, and the market price of our common stock.

addition, under certain circumstances, convertible debt instruments (such as the Senior Convertible Notes) that may be settled entirely

or partially in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the shares issuable

upon conversion of the Senior Convertible Notes are not included in the calculation of diluted earnings per share except to the extent

that the conversion value of the Senior Convertible Notes exceeds their principal amount.

Under the treasury stock method, for diluted

earnings per share purposes, the transaction is accounted for as if the number of shares of our common stock that would be necessary

to settle such excess, if we elected to settle such excess in shares, are issued.

We cannot be sure that the accounting standards in

the future will continue to permit the use of the treasury stock method.

If we are unable to use the treasury stock method in accounting

for the shares issuable upon conversion of the Senior Convertible Notes, then our diluted earnings per share would be adversely affected.

entity must separately account for the liability and equity components of the convertible debt instruments (such as the September 2022

Senior Convertible Note) that may be settled entirely or partially in cash in a manner that reflects the issuer’s economic interest

The effect of ASC 470-20 on the accounting for the September 2022 Senior Convertible Note is that the equity component is required

to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet and the value

of the equity component would be treated as original issue discount for purposes of accounting for the debt component of the September

2022 Senior Convertible Note.

As a result, we will be required to record a greater amount of non-cash interest expense in current periods

presented as a result of the amortization of the discounted carrying value of the September 2022 Senior Convertible Note to their face

amount over the term of the September 2022 Senior Convertible Note.

We will report lower net income in our financial results because

ASC 470-20 will require interest to include both the current period’s amortization of the debt discount and the instrument’s

coupon interest, which could adversely affect our reported or future financial results, and the market price of our common stock.

addition, under certain circumstances, convertible debt instruments (such as the September 2022 Senior Convertible Note) that may be

settled entirely or partially in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the

shares issuable upon conversion of the September 2022 Senior Convertible Note are not included in the calculation of diluted earnings

per share except to the extent that the conversion value of the September 2022 Senior Convertible Note exceeds their principal amount.

Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares

of our common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued.

be sure that the accounting standards in the future will continue to permit the use of the treasury stock method.

If we are unable to

use the treasury stock method in accounting for the shares issuable upon conversion of the September 2022 Senior Convertible Note, then

our diluted earnings per share would be adversely affected.

Associated with Our Business

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or abandon growth initiatives or product development programs.

intend to continue to try to raise capital through each of our subsidiaries to support our business growth.

Because we have not generated

substantial revenue or cash flow to date, unless we are able to generate substantial revenue in the near-term (which we do not anticipate

being able to do), we will require additional funds to:

Notwithstanding

that we were recently able to raise capital directly into PAVmed and that we believe we have sufficient access to capital (including

under our management services agreement with Lucid Diagnostics) to maintain our current level of business activity, we intend to raise

additional capital, likely through each of our subsidiaries, to support any business growth.

Because we have not generated substantial

revenue or cash flow to date, unless we are able to generate substantial revenue in the near-term (which we do not anticipate being able

to do), we will require additional funds to:

our research and development;

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in businesses, products and technologies, although we currently have no commitments or agreements relating to do so.

fund our operations.

we do not have, or are not able to obtain, sufficient funds, we may have to delay product development initiatives or license to third

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and the Veris Cancer Care Platform or any future tests or other products.

Establishing and maintaining these capabilities may

require our raising additional capital, which we may be unable to do.

Establishing and maintaining these capabilities may require

our raising additional capital, which we may be unable to do.

products may never achieve market acceptance.

6 unchanged sentences

of any of our products, including:

timing of regulatory approvals of our products and services and market entry compared to

competitive products;

effectiveness of our products and services, including any potential side effects, as compared

to alternative treatments;

rate of adoption of our products and services by hospitals, doctors and nurses and acceptance

by the health care community;

labeling and /or inserts required by regulatory authorities for each of our products and

competitive features of our products and services, including price, as compared to other

What changed 10-K

Item 1A. Risk Factors