PAVmed Inc.

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

Note1 — The Company

Description of the Business

PAVmed is a diversified commercial-stage life sciences company operating in the medical device, diagnostics, and digital health sectors. It operates through multiple independently financed subsidiaries under a shared services model. The Company’s strategy is to advance and commercialize innovative healthcare technologies through its subsidiaries while maintaining flexibility to structure financing at either the PAVmed level or within its subsidiaries.

The Company’s subsidiaries include Lucid Diagnostics, a commercial-stage cancer prevention medical diagnostics company that markets the EsoGuard® Esophageal DNA Test and EsoCheck® Esophageal Cell Collection Device, of which the Company is the largest voting stockholder, and Veris Health, a majority-owned digital health company focused on improving personalized cancer care during treatment and throughout survivorship through digital health tools and the development of an implantable physiological monitor designed to interface with the Veris Cancer Care Platform.

PAVmed continues to support the commercial expansion of EsoGuard through Lucid Diagnostics and to pursue strategic partnerships to expand adoption of the Veris Cancer Care Platform. In addition, PAVmed is developing a medical device portfolio, including its PortIO implantable intraosseous vascular access device and recently licensed endoscopic imaging technology from Duke University. The Company continues to evaluate opportunities to expand its portfolio through internal development and external licensing.

Note2 — Liquidity and Going Concern

The Company’s management is required to assess the Company’s ability to continue as a going concern for theone year period following the date of the financial statements being issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity willnot meet its financial obligations withinone year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due withinone year after the date the financial statements are issued.

The Company has financed its operations principally through public and private issuances of its common stock, preferred stock, common stock purchase warrants, preferred stock purchase warrants and debt. The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the development of a pipeline of products through commercialization, and related ongoing research and development activities and clinical trials. The Company generated $0.1 million of revenue for the year ended* December 31, 2025*, however the Company expects to continue to experience recurring losses and to generate negative cash flows from operating activities in the near future.

The Company incurred a net loss attributable to PAVmed Inc. common stockholders of approximately $3.8 million and had net cash flows used in operating activities of approximately $5.2 million for the year ended* December 31, 2025*. As of* December 31, 2025*, the Company had negative working capital of approximately $12.3 million, with such working capital inclusive of the Senior Secured Convertible Notes classified as a current liability of an aggregate of approximately $11.1 million and approximately $1.5 million of cash. Subsequent to* December 31, 2025,on February 3, 2026,concurrent with the Series D Preferred Stock Offering (as defined below), the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding and refinanced all $8,415 in principal and interest of its September 2022Senior Convertible Note, in consideration of a cash payment to the holder of approximately $22,346 (which was made using proceeds from the sale of the Series D Preferred Stock), and the issuance of the2026* Note (as defined below) with a principal amount of $15.0 million face value principal. Refer to Note12, Debt and Note14, Preferred Stock for additional information.

The Company’s ability to continue operations12 months beyond the issuance of the financial statements, will depend upon its ability to control its operating costs within the limits of the amounts collected from its management service contracts with its non-consolidated subsidiaries, to substantially increase its revenues from the Veris Cancer Care platform, and to raise additional capital through various potential sources including equity or debt financings, the exercise of outstanding warrants by the holders thereof or refinancing or restructuring existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern withinone year after the date the accompanying consolidated financial statements are issued.

F-10

Note3 — Summary of Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company has a controlling financial interest in Veris Health Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the consolidated statement of operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest equity ownership of each subsidiary. As of* September 10, 2024,PAVmed ceased to have a controlling financial interest in Lucid Diagnostics and therefore PAVmed’s consolidated results of operations include Lucid Diagnostics’ results of operations only through that date. The deconsolidation of Lucid Diagnostics has resulted in a gain recognized in PAVmed’s statement of operations for the year ended December 31, 2024.From September 10, 2024,PAVmed has elected the fair value option to account for its equity method investment in Lucid Diagnostics. See below and Note4,* Equity Method Investment for a discussion on the impact of the deconsolidation of Lucid Diagnostics. See Note16, Noncontrolling Interest, for a discussion of each of the subsidiaries noted above. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.

All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, ifnot otherwise noted as being presented in millions of dollars, except for shares and per share amounts.

Reverse Stock Split

In* October 2025,the Company distributed a proxy statement for a special meeting of shareholders that was held on December 5, 2025 (the “Special Meeting”), at which the Company sought approval of an amendment to the Company’s Certificate of Incorporation, to effect, (i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging from1*-for-10 to1-for-30, to be determined by the board of directors of the Company in its sole discretion, and (ii) an associated reduction in the number of shares of common stock the Company is authorized to issue, from 250,000,000 shares to 25,000,000 shares. On* December 5, 2025,the shareholders approved the above proposal to amend the Company’s Certificate of Incorporation, to effect, at any time prior to theone*-year anniversary date of the Special Meeting. On* December 30, 2025the Company’s board of directors, unanimously authorized management to effect the reverse split at the ratio of1*-for-30. The reverse stock split became effective on* January 2, 2026.At the effective date, every 30 shares of the Company’s common stock that were issued and outstanding were automatically combined intoone* issued and outstanding share, without any change in par value of such shares.No fractional shares were issued in connection with the reverse stock split. Instead, each fractional share remaining after completion of the reverse stock split that was less than a whole share was rounded up toone whole share. The reverse stock split also correspondingly affected all outstanding PAVmed equity awards and outstanding convertible securities.

All authorized, issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect this reverse stock split for all prior periods presented.

Use of Estimates

In preparing the 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 consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of debt obligations, preferred stock, stock-based equity awards, and common stock purchase warrants. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods* may*be affected by changes in these estimates.

F-11

Cash

The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits* mayexceed federally insured limits. The Company hasnot* experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits.

Included in the Company’s cash as of* December 31, 2025* and* December 31, 2024* is $299 related to a restricted deposit account for a standby letter of credit associated with our corporate headquarters which has a lease maturity date in2030.

Offering Costs

Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option isnot elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs.

Revenue Recognition

Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. Until* September 10, 2024,the date of deconsolidation of Lucid Diagnostics' operations from the Company's, the Company's revenue was primarily generated by Lucid’s laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’sthird*-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelatedthird party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC606, Revenue from Contracts with Customers, the Company performs the followingfive steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The key aspects considered by the Company in determining recognized revenue during the period covered by the financial statements herein (during which revenue generated by Lucid during the pre-deconsolidation period that met this criteria is included in our results of operations) include the following:

Contracts—The Company’s customer is primarily the patient, but the Company doesnot enter into a formal reimbursement contract with a patient. The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing. Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers. However, when a patient is considered self-pay, the Company requires payment from the patient prior to the commencement of the Company’s performance obligations. The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained.

Performance obligations—A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer. The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. The Company elects the practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less thanone year.

F-12

Transaction price—The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf ofthird parties (for example, some sales taxes). The consideration expected to be collected from a contract with a customer* may*include fixed amounts, variable amounts, or both.

If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that isnot subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved.

When the Company doesnot have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration* mayresult inno* revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable considerationnot subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience.

Allocate transaction price—The transaction price is allocated entirely to the performance obligation contained within the contract with a customer on the basis of the relative standalone selling prices of each distinct good or service.

Practical Expedients—The Company doesnot adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to beone year or less.

F-13

Fixed Assets

Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred.

Leases

The Company adopted FASB ASC Topic842, Leases, (“ASC842”) effective* December 31, 2021.All significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC842,* wherein, if the contractual arrangement: involves the use of a distinct identified asset; provides for the right to substantially all the economic benefits from the use of the asset throughout the contractual period; and provides for the right to direct the use of the asset. A lease agreement is accounted for as either a finance lease or an operating lease. Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability.

A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease.

The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate isnot known nor determinable), with interest expense recognized using the interest method for financing leases.

Certain leases* mayinclude options to extend or terminate the agreement. The Company doesnot* assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company willnot exercise the option. The Company elected the practical expedient tonot recognize a lease ROU asset and lease payment liability for leases with a term oftwelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. Additionally, the Company elected the practical expedient tonot separate lease and non-lease components.

Impairment - Long Lived Assets

The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets* may**not* be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation.

F-14

Stock-Based Compensation

Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and the Company's consultants, under each of the PAVmed2014 Equity Plan and the Lucid Diagnostics2018 Equity Plan. The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic718, Stock Compensation (“ASC718”).

The grant date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at least equal to or greater than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date.

The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed2014 Equity Plan and the Lucid Diagnostics2018 Equity Plan, which requires the Company to make certain weighted average valuation estimates and assumptions for stock-based awards, principally as follows:

The price per share of PAVmed Inc. common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed2014 Equity Plan is its quoted closing price per share.

The price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics2018 Equity Plan is its quoted closing price per share.

Financial Instruments Fair Value Measurements

FASB ASC Topic820, Fair Value Measurement, (ASC820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date. The ASC820 three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows:

F-15

The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic815, Derivatives and Hedging (ASC815). The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the respective warrant agreement, and are generally classified as equity, but* may*be classified as a derivative liability if the warrant agreement provides required or potential full or partial cash settlement. A warrant classified as a derivative liability, or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or expense. If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative liability will be derecognized at such date-of-occurrence fair value.

The recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models, including the Company’s common stock price, and certain Level3 inputs, including, the assumptions regarding the estimated volatility in the value of the Company’s common stock price; the Company’s dividend yield; the likelihood and timing of future dilutive transactions, as applicable, along with the risk-free rates based on U.S. Treasury security yields. Changes in these assumptions can materially affect the estimated fair values.

As of* December 31, 2025and2024*, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments.

Equity Method Investments

Businesses that arenot consolidated, but over which PAVmed exercises significant influence, are accounted for under the equity method of accounting. The determination as to whether ornot PAVmed exercises significant influence with respect to a company depends on an evaluation of several factors, including, among others, representation on the company’s board of directors and equity ownership level, which is generally between a20% and a50% interest in the voting securities of an equity method business, as well as voting rights associated with PAVmed’s holdings in common stock in that company. PAVmed accounts for Lucid Diagnostics as an equity method investment beginning on* September 10, 2024through the year ended December 31, 2025*.

Fair Value Option (“FVO”) Election

Under a Securities Purchase Agreement dated* March 31, 2022,the Company issued a Senior Secured Convertible Note dated April 4, 2022,referred to herein as the “April 2022Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022,referred to herein as the “September 2022*Senior Convertible Note”, which are accounted under the “fair value option election” as discussed below.

Under a Securities Purchase Agreement dated* March 13, 2023,Lucid Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023,referred to herein as the “Lucid March 2023Senior Convertible Note”, which is accounted under the “fair value option election”, through September 10, 2024,*the date of Lucid’s deconsolidation from PAVmed’s results of operations, as discussed below.

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic815, Derivative and Hedging, (“ASC815”), a financial instrument containing embedded features and /or options* may*be required to be bifurcated from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date.

Alternatively, FASB ASC Topic825, Financial Instruments, (“ASC825”) provides for the “fair value option” (“FVO”) election. In this regard, ASC825-10-15-4 provides for the FVO election (to the extentnot otherwise prohibited by ASC825-10-15-5) to be afforded to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations. The estimated fair value adjustment of the* April 2022Senior Convertible Note, the September 2022Senior Convertible Note and (through September 10, 2024,Lucid’s deconsolidation date) the Lucid March 2023Senior Convertible Note are presented in a single line item within other income (expense) in the accompanying consolidated statement of operations (as provided for by ASC825*-10-50-30(b)). Further, as required by ASC825-10-45-5, to the extent a portion of the fair value adjustment is attributed to a change in the instrument-specific credit risk, such portion would be recognized as a component of other comprehensive income (“OCI”) (for which there wasno such adjustment with respect to the* April 2022Senior Convertible Note, the September 2022Senior Convertible Note or (through September 10, 2024,Lucid’s deconsolidation date) the Lucid March 2023*Senior Convertible Note).

F-16

See Note11, Financial Instruments Fair Value Measurements, with respect to the FVO election; and Note12, Debt, for a discussion of the* April 2022Senior Convertible Note, the September 2022Senior Convertible Note and the Lucid March 2023*Senior Convertible Note.

From and after* September 10, 2024,the date of Lucid’s deconsolidation from PAVmed’s results of operation, the Company’s investment in Lucid is treated as an equity method investment accounted for using the fair value option. Shares of Lucid Diagnostics common stock have a readily determinable fair value classified as Level1,* in which the fair value is determined based upon quoted market prices in an active market.

Preferred Stock

Preferred stock issued by the Company that is subject to mandatory redemption would be classified as a liability instrument in the Company's consolidated balance sheets and would be measured at fair value at the date of issuance. Conditionally redeemable preferred stock (including preferred stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain eventsnot solely within the Company’s control) would be classified within mezzanine equity in the Company's consolidated balance sheets. At all other times, preferred stock is classified within stockholders’ equity (deficit).

Research and Development Expenses

Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers.

Patent Costs and Purchased Patent License Rights

Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “general and administrative” expenses in the accompanying consolidated statements of operations.

The Company has entered into agreements withthird parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company* maybe obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume, which is included in cost of revenues in the accompanying consolidated statements of operations. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic730,* “Research and Development”, (“ASC730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with productsnot yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated.

F-17

Income Taxes

The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic740, Income Taxes, (ASC740). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes.

Under ASC740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset willnot be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets willnot be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of* December 31, 2025and2024*.

The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than50% likelihood of being realized upon ultimate settlement. As of* December 31, 2025*, the Company doesnot have any unrecognized tax benefits resulting from uncertain tax positions.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There wereno amounts accrued for penalties or interest as of* December 31, 2025* and* December 31, 2024* or recognized during the years ended* December 31, 2025* and2024. The Company isnot aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position.

Earnings Per Share

Earnings per share is computed by dividing each respective net income or net loss by the number of “basic weighted average common shares outstanding” and “diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include convertible preferred stock, convertible debt, common stock purchase warrants, and stock options and unvested restricted stock awards granted under the PAVmed Inc.2024 Long-Term Incentive Equity Plan.

Notwithstanding, as the Company has a net loss for the reporting period ended* December 31, 2025,only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc. common stockholders, for the reporting period ended December 31, 2025.*

The Series B Convertible Preferred Stock dividends earned as of the each of the respective periods are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period presented. Further, the Series B Convertible Preferred Stock has the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock would potentially be considered participating securities under thetwo-class method of calculating net loss per share.

F-18

Recently Adopted Accounting Pronouncements

In* December 2023,the FASB issued ASUNo.* 2023-09, Income Taxes (Topic740)—Improvements to Income Tax Disclosures (“ASU2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU2023-09 is effective for the Company prospectively to all annual periods beginning after* December 15, 2024.Early adoption is permitted. The guidance was adopted by the Company effective January 1, 2025,on a prospective basis. The adoption of this standard didnot* have a material impact on the Company's consolidated financial statements, but resulted in new or expanded disclosures upon adoption. Refer to Note17, Income Taxes for further information.

Recent Accounting Standards UpdatesNot Yet Adopted

In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses. This update enhances financial statement disclosures by requiring public business entities to disclose specified information about certain costs and expenses including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption. The update also requires disclosure of certain amounts that are already required to be disclosed under current GAAP, disclosure of a qualitative description of the amounts remaining in relevant expense captions that arenot separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this update* maybe applied either prospectively or retrospectively and are effective for annual reporting periods beginning after December 15, 2026,and interim reporting periods beginning after December 15, 2027.*Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In* October 2023,the FASB issued ASUNo.* 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in ReleaseNo. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC hasnot removed the related disclosure from its regulations by* June 30, 2027,the amendments will be removed from the Codification andnot* become effective. Early adoption is prohibited. The Company is currently evaluating the impact this update will have on its consolidated financial statements and disclosures.

F-19

Note4 — Equity Method Investment

On* September 10, 2024,following preferred equity transactions completed by Lucid earlier in2024* and the termination of voting proxies entered into between PAVmed and certain shareholders of Lucid, PAVmed’s voting interest in the Company was reduced to less than 50.0%, resulting in the loss of a controlling financial interest. However, PAVmed retains the ability to exercise significant influence over Lucid. As a result, the Company deconsolidated Lucid. The following table reflects the net assets of Lucid at the time of deconsolidation:

Upon deconsolidation, the Company owned 31,302,444 shares of Lucid Diagnostics common stock, which were valued at $25.1 million, resulting in a gain on deconsolidation of $72.3 million in the accompanying consolidated statements of operations for the year ended* December 31, 2024.*The Company recorded the following:

After the Company’s deconsolidation of Lucid, the Company accounts for its investment in Lucid as an equity method investment with the election of the fair value option. Due to the Company’s continuing involvement and significant influence over operating and financial policies, Lucid is considered a related party of the Company.

F-20

**Note4 — Equity Method Investment -**continued

The following presents summarized financial information related to Lucid accounted for under the equity method as of* December 31, 2025*. This aggregate information has been compiled from the financial statements of Lucid.

Lucid was consolidated and included in PAVmed’s consolidated results for the period of January 1, 2024through September 10, 2024.The amounts from September 11, 2024through December 31, 2024werenot* included in PAVmed’s consolidated results.

At* December 31, 2025* and* December 31, 2024,the fair value of the Company’s investment in Lucid was $34.1 million and $25.6 million, respectively, with the Company recognizing unrealized gains on its investment in Lucid of $8.5 million and $0.5 million, respectively, in the accompanying consolidated statements of operations. 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 December 31, 2025* and* December 31, 2024of $1.09 and $0.819, respectively. At December 31, 2025* and* December 31, 2024,*PAVmed held approximately 27.5% and 40%, respectively, of Lucid’s common stock voting interest.

Lucid - Management Services Agreement

Lucid’s daily operations are also managed in part by personnel employed by the Company, for which the Company records management fee income, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with Lucid. The MSA* maybe terminated by Lucid at any time. The MSA Fee is charged on a monthly basis and is subject-to periodic adjustment corresponding with changes in the services provided by the Company’s personnel to Lucid, with any such change in the MSA Fee being subject to approval of the boards of directors of each of the Company and Lucid. The monthly fee due to the Company is $1,050 which became effective on July 1, 2024.In December 2025,Lucid and the Company were authorized by their respective boards of directors to enter, and they did enter, into atenth* amendment to the MSA. Under this amendment, the monthly fee due from Lucid to the Company for* December 2025was increased from $1,050 to $2,277 (such increased amount reflects the pro rata portion of certain employee-related costs in respect of services performed by PAVmed employees for the benefit of Lucid under the MSA.) During the period following the deconsolidation of Lucid from the Company’s results of operations, i.e., from September 11, 2024through December 31, 2024,MSA fee income was $3,850. During the year ended December 31, 2025*, MSA fee income was $13.8 million.

F-21

Note5 — Revenue from Contracts with Customers

Revenue Recognized

The Company recognized $71 during the year ended* December 31, 2025* from subscription revenue derived from its Veris Health Cancer Care Platform. In addition, the Company's revenue for the year ended* December 31, 2024* was $2,995, primarily resulting from the delivery of patient EsoGuard test results during the period prior to the deconsolidation of Lucid Diagnostics from PAVmed's consolidated results. Revenue recognized from customer contracts deemed to include a variable consideration transaction price is limited to the unconstrained portion of the variable consideration.

Cost of Revenue

Until* September 10, 2024,the date of deconsolidation of Lucid Diagnostics from PAVmed's consolidated results, the cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties. Presently, cost of revenues of $218 for the year ended December 31, 2025* are principally from amounts incurred in the delivery by Veris Health of patient services including web hosting costs, patient devices, and compensation costs. The Company's cost of revenues for the year ended* December 31, 2024* was $4,840, primarily related to costs for our laboratory operations and EsoCheck device supplies.

Note6 — Prepaid Expenses, Deposits, and Other Current Assets

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

Note7 — Fixed Assets

Fixed assets, less accumulated depreciation, consisted of the following as of:

Depreciation expense of $105 and $639 for the years ended* December 31, 2025and2024*, respectively, is included in general and administrative expenses in the accompanying consolidated statements of operations.

F-22

Note8 — Leases

The components of lease expense were as follows:

The Company’s future lease payments as of* December 31, 2025*, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows:

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

As of* December 31, 2025* and2024, the Company’s right-of-use assets from operating leases were $2,002 and $2,500, respectively, which are reported in operating lease right-of-use assets in the consolidated balance sheets. As of* December 31, 2025* and* December 31, 2024*, the Company had outstanding operating lease obligations of $2,248 and $2,760, respectively, of which $573 and $513, respectively, are reported in operating lease liabilities, current portion and $1,675 and $2,247, respectively, are reported in operating lease liabilities less current portion in the Company’s consolidated balance sheets. The Company 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.

F-23

Note9 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following items as of:

The “Compensation and Employee Benefits” includes discretionary bonus payments to employees and unused employee vacation time.

Note10 — Commitment and Contingencies

Other Matters

In the ordinary course of PAVmed business, particularly as it begins commercialization of its products, the Company* maybe subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which mayarise from time to time. The Company isnot* aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company* mayin the future incur judgments or enter into settlements of claims which may*have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.

F-24

Note11 — Financial Instruments Fair Value Measurements

Recurring Fair Value Measurements

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

As discussed in Note12, Debt, the Company issued Senior Secured Convertible Notes dated* April 4, 2022and September 8, 2022,with an initial $27.5 million face value principal ( “April 2022Senior Convertible Note”) and an initial $11.25 million face value principal ( “September 2022Senior Convertible Note”), respectively. Both convertible notes are accounted for under the ASC825*-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

The estimated fair value of the financial instruments classified within the Level3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs.

F-25

Note11 — Financial Instruments Fair Value Measurements - continued

The estimated fair value of the* September 2022Senior Convertible Note as of December 31, 2025*, and the estimated fair value of the* April 2022Senior Convertible Note and the September 2022Senior 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:

The estimated fair values recognized utilized PAVmed’s common stock prices, along with certain Level3 inputs (as presented in the respective tables above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the respective common stock prices, as compared to the floor price on conversions, the dividend yields, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, probability weighting on the likelihood as of* December 31, 2025of the Company exercising a 132.5% redemption on the September 2022Senior Convertible Note (which was redeemed in February 2026)and probability weighting on the likelihood as of December 31, 2024of shareholder approval of then-pending exchange of the April 2022Senior Convertible Note and a portion of the September 2022Senior Convertible Note in exchange for shares of the Company’s Series C Preferred Stock (which exchange was approved and consummated in January 2025),*assumptions regarding the estimated volatility in the value of the respective common stock prices. Changes in these assumptions can materially affect the recognized estimated fair values.

F-26

Note12 — Debt

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

The changes in the fair value of debt during the year ended* December 31, 2025* is as follows:

The changes in the fair value of debt during the year ended* December 31, 2024* is as follows:

F-27

Note12 — Debt - continued

PAVmed - Senior Secured Convertible Notes

The Company issued a Senior Secured Convertible Note dated* April 4, 2022,referred to herein as the “April 2022Senior 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 2022Senior Convertible Note and the September 2022Senior Convertible Note (as defined below). As described below, the April 2022Senior Convertible Note was satisfied in full in connection with the consummation in January 2025*of the transactions contemplated by the Debt Exchange Agreement.

The Company issued an additional Senior Secured Convertible Note dated* September 8, 2022,referred to herein as the “September 2022Senior 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 $2,250.00 per share (which conversion price, in connection with the Debt Exchange Agreement, was reduced to $32.04 per share as of January 17, 2025)of the Company’s common stock. The September 2022Senior Convertible Note may*be converted into shares of common stock of the Company at the holder’s election.

During such period that the* September 2022Senior Convertible Note was outstanding, the Company was subject to financial covenants thereunder requiring: (i) a minimum of $8.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the priorten* trading days, tonot exceed 30% (the “Debt to Market Cap Ratio Test”); and (iii) the Company’s market capitalization to atno time be less than $75 million (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”). The Investor agreed to waive any such non-compliance in connection with the consummation of the Exchange, through* December 31, 2025.*

In consideration of a prior covenant waiver and maturity extension agreed to in* March 2024,the Company agreed to pay the holder of the notes $2,000 in cash (or in such other form as maybe mutually agreed in writing). The covenant waiver and maturity extension fee was recognized as debt modification expense on the Company’s consolidated statement of operations, and was currently included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets as of December 31, 2024.*

In the year ended* December 31, 2025*, approximately $176, of principal repayments along with approximately $26 of interest expense thereon, were settled through the issuance of 13,377 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 year ended* December 31, 2025*. The average conversion price of $15.00 per share reflected a temporary price reduction consented to by the board of directors in accordance with the underlying debt agreements.

In the year ended* December 31, 2024,approximately $1,435, of principal repayments along with approximately $143, of interest expense thereon, were settled through the issuance of 36,147, shares of common stock of the Company, with such shares having a fair value of approximately $2,020, (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). In addition, during the year ended December 31, 2024,the Company agreed to pay $1,059, in cash related to acceleration floor payments on these notes related to the conversion price being below the floor price, which is included in debt extinguishment loss on the Company’s consolidated statements of operations. As of December 31, 2024,approximately $652 of acceleration floor payments owed to the holder are included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. The conversions and floor acceleration payments resulted in debt extinguishment losses of $1,501 in the year ended December 31, 2024.*

Subsequent to* December 31, 2025,concurrent with the Series D Preferred Stock Offering (as defined below), the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding and refinanced all $8,415 in principal and interest of its September 2022Senior Convertible Note, in consideration of a cash payment to the holder of approximately $22,346 (which was made using proceeds from the sale of the Series D Preferred Stock), and the issuance to the holder of an amended and restated2022* Note (the*“2026* Note”) with a principal amount of $15.0 million face value principal. The key terms of the2026 Note are as follows:

The2026 Note accrues interest at a rate of 15.0% per annum, payable in cash quarterly in arrears, and matures on* February 3, 2029 (the“2026* Note Maturity Date”), subject to the right of the noteholders to extend the2026 Note Maturity Date under certain circumstances. The2026 Note is required to be senior to all the Company’s other indebtedness, other than certain permitted indebtedness. The2026 Note is secured by all existing and future assets of the Company and its subsidiaries (butnot any existing or future assets of the Company’s subsidiary Lucid), pursuant to the existing security agreement by and between the Company and the Holder.

At any time, the Company* mayredeem all, butnot* less than all, of the2026 Note, in cash, at a price equal to the sum of the Conversion Amount (as defined below) plus the amount of additional interest that would accrue under the2026 Note assuming that the original outstanding principal of the2026 Note remained outstanding through and including the2026 Note Maturity Date (or, if earlier, thetwenty-four month anniversary of such date) (the “Make-Whole Amount”).

In connection with a Change of Control (as defined in the2026 Note), a noteholder* mayrequire us to redeem all, or any portion, of the2026* Note, in cash, at a price equal to the sum of the Conversion Amount plus the Make-Whole Amount. In connection with an Event of Default (as described below), the noteholder* mayrequire the Company to redeem all or any portion of the2026* Note, in cash, at a price equal to 115% of the sum of the Conversion Amount plus the Make-Whole Amount. Upon the occurrence of certain Events of Default related to bankruptcy, the Company shall immediately redeem all of the2026 Note, in cash, at the same redemption price.

The2026 Note provides for certain Events of Default, including, among other things, any breach of the covenants described below and any failure of both Lishan Aklog, M.D., the Company’s Chairman and Chief Executive Officer, to serve as its Chief Executive Officer and Dennis McGrath, the Company’s President and Chief Financial Officer, to serve as its Chief Executive Officer or Chief Financial Officer.

Under the2026 Note, the Company is subject to certain customary affirmative and negative covenants regarding the rank of the2026 Note, the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates, changes in collateral and controlled accounts, among other customary matters. The Company also is subject to financial covenants requiring that (i) the amount of the Company’s available cash will equal or exceed $5.0 million as of each Measurement Date (as defined in the2026 Note) (or, for any Measurement Date on or after* July 1, 2026,$8.0 million), and (ii) the ratio of (a) the outstanding value of the2026* Note to (b) the average VWAP of the shares of Lucid’s common stock held by the Company for the preceding 10 business days, willnot exceed 65% (or, for any Measurement Date on or after* July 1, 2026,50%), provided that inno* event shall the value of the shares of Lucid’s common stock held by the Company have a value of less than $20.0 million.

Any portion of the principal amount of the2026 Note, plus accrued and unpaid interest and any late charges thereon or other charges due (the “Conversion Amount”), is convertible at any time, in whole or in part, at the noteholder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $450.00 per share, subject to certain adjustments. A noteholder willnot have the right to convert any portion of the2026 Note, to the extent that, after giving effect to such conversion, the noteholder (together with certain of its affiliates and other related parties) would beneficially own in excess of 4.99% of the shares of the Company’s common stock outstanding immediately after giving effect to such conversion. The noteholder* mayfrom time to time increase the such maximum percentage to 9.99%, provided that any such increase willnot* be effective until the61st day after delivery of a notice to us of such increase.

F-28

Note12 — Debt - continued

Debt Exchange Agreement

On* November 15, 2024,the Company entered into the Debt Exchange Agreement with the holder of the April 2022Senior Convertible Note and the September 2022Senior Convertible Note. The Debt Exchange Agreement provided for the exchange of $22.3 million in principal amount of the April 2022Senior Convertible Note and the September 2022Senior Convertible Note and interest thereon for 22,347 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), of the Company. On 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 2022Senior 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 2022Senior Convertible Note and the September 2022Senior 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 24, 2025,*after satisfaction of all conditions to closing, the parties consummated the Purchase.

Under the Debt Exchange Agreement discussed above, effective as of consummation on the Exchange as of* January 17, 2025,the Company also agreed to certain amendments and modifications to the September 2022Senior Convertible Note, including, without limitation, that the conversion price thereunder was reset to $32.04 that the maturity date was extended to December 31, 2025;that any change of control or disposition by the Company of its shares of Lucid common stock would require the prior written consent of the Required Holders (as defined in the September 2022Convertible Note); certain other terms and conditions regarding payments under the MSA and the application of the same (including that all MSA payments from Lucid must be made in cash); that the Company waives its right to redeem the September 2022Convertible Note so long as any shares of Series C Preferred Stock are outstanding; that the Holder waives, until December 31, 2025,the financial covenants under the September 2022Convertible Note requiring that (i) the amount of the Company’s available cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the September 2022Convertible Note, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the priorten* trading days,not exceed 30%, and (iii) that the Company’s market capitalization shall atno time be less than $75 million; and that so long as any shares of Series C Preferred Stock remain outstanding, the Holder will be entitled to exchange all, or any portion, of the* September 2022*Convertible Note (including any interest that would accrue thereon through the maturity date thereof) into shares of Lucid common stock held by the Company, at an exchange price per share of Lucid common stock equal to $0.85 per share (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events), subject to certain beneficial ownership limitations.

Subsequent to* December 31, 2025,concurrent with the Series D Preferred Stock Offering, the Debt Exchange Agreement was terminated and the September 2022Senior Convertible Note, as amended by the Debt Exchange Agreement, was amended and restated in its entirety by the issuance of the2026* Note. As a result, the Company ceased to be subject to the amendment and modifications discussed above at such time.

Lucid Diagnostics - Senior Secured Convertible Note

Following the deconsolidation of Lucid, the Lucid* March 2023Senior Convertible Note isno* longer reflected in the Company’s consolidated balance sheets.

During the period of* January 1, 2024through September 10, 2024,the date of Lucid’s deconsolidation, approximately $2,005 of principal repayments along with approximately $787 of interest expense thereon, were settled through the issuance of 4,172,002 shares of common stock of Lucid, with such shares having a fair value of approximately $3,801 (with such fair value measured as the respective conversion date quoted closing price of the common stock of Lucid). The conversions resulted in debt extinguishment losses of $1,009 in the period of January 1, 2024through September 10, 2024.*

During the year ended* December 31, 2025*, the Company recognized debt extinguishment losses in total of approximately $58, in connection with the Company issuing shares of its common stock for principal repayments on convertible debt mentioned above. During the year ended* December 31, 2024,*the Company or Lucid (as applicable) recognized debt extinguishment losses in total of approximately $2,535.

See Note11, Financial Instruments Fair Value Measurements, for a further discussion of fair value assumptions.

F-29

Note13 — Stock-Based Compensation

PAVmed Inc.2014 Long-Term Incentive Equity Plan

The PAVmed Inc.2014 Long-Term Incentive Equity Plan (the “PAVmed2014 Equity Plan”) is designed to enable PAVmed to offer employees, officers, directors, and consultants an opportunity to acquire shares of common stock of PAVmed. The types of awards that* maybe granted under the PAVmed2014* Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the PAVmed compensation committee.

A total of 163,733 shares of common stock of PAVmed are reserved for issuance under the PAVmed2014 Equity Plan, with 34,595 shares available for grant as of* December 31, 2025*. The share reservation isnot diminished by a total of 2,038 PAVmed stock options and restricted stock awards granted outside the PAVmed2014 Equity Plan as of* December 31, 2025*. In* January 2026,the number of shares available for grant was increased by 49,784 in accordance with the evergreen provisions of the plan. In addition, on March 27, 2026,*the stockholders of the Company approved an increase in the number of shares available for grant by an additional 1,500,000.

PAVmed Stock Options

PAVmed stock options granted under the PAVmed2014 Equity Plan and stock options granted outside such plan are summarized as follows:

In* January 2025,*the Company accepted from employees the voluntary forfeiture of approximately 16,474 of previously granted PAVmed stock options, each with an exercise price greater than $120.00 per share and collectively with a weighted average exercise price of $701.40 per share.None of the forfeitures were from officers or board members.

On* February 20, 2026,the Company granted to certain employees 37,500 stock options under the PAVmed2014* Equity Plan with a exercise price of $9.47. Each option will vestone-third afterone year then ratably over the next eight quarters.

F-30

PAVmed Restricted Stock Awards

PAVmed restricted stock awards granted under the PAVmed2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:

On* September 30, 2025,the Company awarded 45,000 shares of restricted stock to its directors and certain officers under the PAVmed2014* 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.*

On* February 20, 2026,the Company awarded to certain employees 46,000 shares of restricted stock under the PAVmed2014* Equity Plan. Each award will vest in full on* May 20, 2029.*

Lucid Diagnostics Inc.2018 Long-Term Incentive Equity Plan

The Lucid Diagnostics Inc.2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics2018 Equity Plan”) is separate and apart from the PAVmed2014 Equity Plan discussed above. The Lucid Diagnostics2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants (including PAVmed employees in their capacity as consultants performing services through the MSA), an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that* maybe granted under the Lucid Diagnostics2018* Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics compensation committee.

Following the deconsolidation of Lucid, the Lucid Diagnostics2018 Long-Term Equity Plan isno longer reflected in the Company’s consolidated statements of operations. Lucid continues to be responsible for administering its equity plan. See Note4, Equity Method Investment, for additional information on the deconsolidation of Lucid Diagnostics.

F-31

Lucid Diagnostics Stock Options

Lucid Diagnostics stock options granted under the Lucid Diagnostics2018 Equity Plan and stock options granted outside such plan are summarized as follows:

F-32

Lucid Diagnostics Restricted Stock Awards

Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics2018 Equity Plan and restricted stock awards granted outside such plan, in each case, prior to the date of deconsolidation of Lucid's results from PAVmed's financial statements, are summarized as follows:

In* May 2024,a total of 1,600,000 restricted stock awards were granted to management under the Lucid Diagnostics2018* Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $1.5 million, which was measured using the respective grant date quoted closing price per share of Lucid Diagnostics 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. The vesting of the restricted stock awards vest on a single vest date of* May 20, 2027.The restricted stock awards are subject to forfeiture if the requisite service period isnot* completed.

Consolidated Stock-Based Compensation Expense

The consolidated stock-based compensation expense recognized by each of PAVmed and (through* September 10, 2024,the date of PAVmed’s deconsolidation of Lucid) Lucid Diagnostics for both the PAVmed2014* Equity Plan and the Lucid Diagnostics2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:

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Stock-Based Compensation Expense Recognized by Lucid Diagnostics (through the date of Deconsolidation of Lucid)

As noted, the consolidated stock-based compensation expense presented above is inclusive of stock-based compensation expense recognized by Lucid Diagnostics (through* September 10, 2024,the date of PAVmed’s deconsolidation of Lucid) inclusive of each of: stock options granted under the PAVmed2014* Equity Plan to thethree physician inventors of the intellectual property underlying the Amended CWRU License Agreement; and stock options and restricted stock awards granted to employees and consultants of PAVmed under the Lucid Diagnostics2018 Equity Plan. The stock-based compensation expense recognized by Lucid Diagnostics (through* September 10, 2024,the date of PAVmed’s deconsolidation of Lucid) for both the PAVmed2014* Equity Plan and the Lucid Diagnostics2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:

The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under the PAVmed2014 Equity Plan, as discussed above, is as follows:

Stock-based compensation expense recognized with respect to stock options granted under the PAVmed2014 Equity Plan was based on a weighted average estimated fair value of such stock options of $13.22 per share and $43.80 per share during the years ended* December 31, 2025and2024*, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

F-34

Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $0.79 per share during the year ended* December 31, 2024 (through September 10, 2024,*the date of PAVmed’s deconsolidation of Lucid) calculated using the following weighted average Black-Scholes valuation model assumptions:

PAVmed Inc. Employee Stock Purchase Plan (“PAVmed ESPP”)

Effective* September 18, 2024,PAVmed’s compensation committee temporarily suspended any participation in the PAVmed ESPP. Accordingly, no shares of common stock of the Company have been purchased under the PAVmed ESPP since March 31, 2024.Subsequent to December 31, 2025,in March 2026,PAVmed's compensation committee approved the reinstatement of the PAVmed ESPP, effective April 1, 2026.*

A total of 1,144 shares of common stock of the Company were purchased for proceeds of approximately $62 on* March 31, 2024under the PAVmed ESPP. The PAVmed ESPP has a total reserve of 15,556 shares of common stock of PAVmed of which 10,218 shares are available for issue as of December 31, 2025*. In* January 2026,*the number of shares available-for-issue was increased by 5,556 in accordance with the evergreen provisions of the plan.

Lucid Diagnostics Inc. Employee Stock Purchase Plan (“Lucid ESPP”)

A total of 511,884 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $353 on* March 31, 2024*under the Lucid ESPP.

F-35

Note14 — Preferred Stock

As of* December 31, 2025* and* December 31, 2024*, there were 1,529,389 and 1,412,865 shares of PAVmed Series B Convertible Preferred Stock, classified in permanent equity, issued and outstanding, respectively.

PAVmed Series B Convertible Preferred Stock Dividends

The Series B Convertible Preferred Stock is issued pursuant to the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”), has a par value of $0.001 per share,no voting rights, a stated value of $3.00 per share, and was immediately convertible upon its issuance. At the holders’ election,450 shares of Series B Convertible Preferred Stock are currently convertible intoone share of common stock of the Company, subject to further adjustment for the effect of future stock dividends, stock splits or similar events affecting the Company’s common stock. The Series B Convertible Preferred Stock shallnot be redeemed for cash and underno circumstances shall the Company be required to net cash settle the Series B Convertible Preferred Stock.

The PAVmed Inc. Series B Convertible Preferred Stock dividends are 8.0% per annum based on the $3.00 per share stated value of the Series B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors. Such dividends* may*be settled, at the discretion of the board of directors, through any combination of the issue of additional shares of Series B Convertible Preferred Stock, the issue shares of common stock of the Company, and /or cash payment.

PAVmed Series B Convertible Preferred Stock Dividends Earned

The Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed common stockholders for each of the respective corresponding periods presented in the accompanying consolidated statement of operations, inclusive of $356 of such dividends earned in the year ended* December 31, 2025*; and $329 of such dividends earned in the year ended* December 31, 2024*.

PAVmed Series B Convertible Preferred Stock Dividends Declared

During the year ended* December31,* 2025, the Company’s board of directors declared an aggregate of approximately $349 of Series B Convertible Preferred Stock dividends, earned as of* December 31, 2024; March 31, 2025;** June 30, 2025;and September 30, 2025,*which have been settled by the issue of an additional aggregate 116,524 shares of Series B Convertible Preferred Stock.

During the year ended* December31,* 2024, the Company’s board of directors declared an aggregate of approximately $323 of Series B Convertible Preferred Stock dividends, earned as of* December 31, 2023; March 31, 2024;** June 30, 2024;and September 30, 2024,*which have been settled by the issue of an additional aggregate 107,652 shares of Series B Convertible Preferred Stock.

Subsequent to* December31,* 2025, in* January 2026,the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend, earned as of December31,* 2025, of $92, to be settled by the issue of 30,602 additional shares of Series B Convertible Preferred Stock.

The PAVmed Series B Convertible Preferred Stock dividends are recognized as a dividend payable liability only upon the dividend being declared payable by the Company’s board of directors. Accordingly, the dividends declared payable subsequent to the date of the accompanying consolidated balance sheet werenot recognized as a dividend payable liability as the Company’s board of directors hadnot declared the dividends payable as of each such date.

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PAVmed Series C Convertible Preferred Stock

The Series C Preferred Stock was issued pursuant to the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series C Convertible Preferred Stock (“Series C Convertible Preferred Stock Certificate of Designation”) and had a par value of $0.001 per share. Each share of Series C Preferred Stock had a stated value of $1,000 (plus the amount of any dividends thereon that are capitalized), and entitled the holder thereof to a preferred dividend at a rate of 7.875% per annum, payable quarterly in arrears. The Series C Preferred Stock was entitled to vote with the holders of shares of Common Stock, voting together asone class, on all matters in which the holders of the preferred shares were permitted to vote with the class of shares of Common Stock pursuant to applicable law, on an as-converted basis (subject to certain limitations, including the beneficial ownership limitation described below).

The Series C Preferred Stock was pari passu with the Series B Convertible Preferred Stock, and was senior to all of the Company’s other equity securities. Upon liquidation, a holder of Series C Preferred Stock was entitled to receive in cash out of the assets of the Company, before any amount would be paid to the holders of any of shares of the Company’s common stock, but pari passu with the holders of any Series B Preferred Stock then outstanding, an amount per share equal to the greater of (A) the sum of (i)110% of the stated value (plus any accrued and unpaid dividends or other amounts then payable thereon) of such share of Series C Preferred Stock then outstanding and (ii) a ratable portion of 100% of the stated value (plus any accrued and unpaid dividends or other amounts then payable thereon) of the Series B Preferred Stock then outstanding and (B) the amount per share such holder would receive if such holder converted such share of Series C Preferred Stock into the Company’s common stock immediately prior to the date of such payment.

The stated value of each share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, was 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 $32.04 per share, subject to certain adjustments (including as a result of voluntary conversion price reductions approved by the Company’s board).

At any time following the occurrence of a Triggering Event (as defined below), a holder of shares of the Series C Preferred Stock had the right to elect to convert shares of Series C Preferred Stock into the Company’s common stock at an alternate conversion price equal to the lower of: (i) the fixed conversion price then in effect, and (ii) the lowest of (A)80% of the VWAP of the Company’s common stock as of the trading day immediately preceding the delivery or deemed delivery of the applicable notice of conversion, (B)80% of the VWAP of the Company’s common stock as of the trading day of the delivery or deemed delivery of the applicable notice of conversion, and (C)80% of the average VWAP of the Company’s common stock for each of thetwo trading days with the lowest VWAP of the Company’s common stock during theten consecutive trading day period ending and including the trading day immediately prior to the delivery or deemed delivery of the applicable notice of conversion, but in the case of clause (ii),not less than $6.408 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (such price, the “Alternate Conversion Price”). The term “Triggering Event” included events that would constitute an event of default under the* September 2022Senior Convertible Note, in addition to the failure of the Company to complete a Qualified Company Optional Redemption (as defined below) by March 31, 2025 (the “QCOR Triggering Event”), although the holder of the Series C Preferred Stock had waived the occurrence of any QCOR Triggering Event through November 30, 2025.As of December 31, 2025,the waiver hadnot* been extended. Notwithstanding the foregoing, the holder didnot exercise its right to elect an alternate conversion right during* December 2025.However subsequent to December 31, 2025,on February 3, 2026,the holder provided a retrospective waiver covering the period from December 1, 2025*through such date.

The Company measured the fair value of the embedded derivatives as of* December 1, 2025and December 31, 2025and determined the value was de minimis. Subsequent to December 31, 2025,upon the redemption of the Series C Preferred Stock on February 3, 2026,*the embedded derivatives were extinguished.

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The Company had the right to redeem all, butnot less than all, of the shares of Series C Preferred Stock at a redemption price equal to 132.5% of the aggregate stated value of the Series C Preferred Stock plus all accrued and unpaid dividends and other amounts then payable thereon. The Company also had an additionalone-time right to redeem a portion of the shares of Series C Preferred Stock with an aggregate stated value of at least $5 million at the same redemption price (a “Qualified Company Optional Redemption”).

A holder couldnot convert any of the shares of Series C Preferred Stock, to the extent that, after giving effect to such conversion, such holder (together with certain of its affiliates and other related parties) would beneficially own in excess of 9.99% of the shares of the Company’s common stock outstanding immediately after giving effect to such conversion (the “Maximum Percentage”). The Holder could have from time to time increased or decreased the Maximum Percentage; provided that inno event could the Maximum Percentage exceed 9.99%, provided, further, that any such increase wouldnot be effective until the61st day after delivery of a notice to the Company of such increase.

The Company and its subsidiaries (other than Lucid) were subject to certain customary affirmative and negative covenants regarding the rank of the Series C Preferred Stock, the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates and the ability to complete stock splits, among other customary matters. The Company also is subject to a financial covenant requiring that it maintain its cash flow on a break-even basis.

During2025, the Company and the holder of the Series C Preferred Stock entered into a series of waiver agreements (the*“2025* Waivers”) pursuant to which, among other things, the holder granted certain waivers, including those necessary to permit the Company and Veris to consummate certain offerings (as described in Note15, Common Stock and Common Stock Purchase Warrants). In consideration, the Company temporarily reduced the contractual conversion price of the Series C Preferred Stock to $12.00 during specified adjustment periods spanning* February 18, 2025through November 30, 2025,subject to aggregate limits on the number of shares issuable at such reduced conversion price, which were increased through multiple amendments from 33,334 shares initially to 366,667 shares by November 2025.*

The Company pursuant to the2025 Waivers also granted the holder of the Series C Preferred Stock the right, exercisable during the applicable waiver periods, to exchange up to $2.0 million per waiver period of Series C Preferred Stock for an equivalent increase in the principal amount of the* September 2022Senior Convertible Note (althoughno* exchange elections were made under this provision during any of the waiver periods) (the*“2025* Exchange Right”). The2025 Exchange Right granted pursuant to the2025 Waivers provided the holder with a substantive redemption feature outside of the Company’s control during the waiver period. As a result, during the applicable waiver periods, the affected Series C Preferred Stockno longer met the criteria for classification as permanent equity and was reclassified to mezzanine equity. The2025 Exchange Right expired unexercised on* November 30, 2025,*at which time the Company reclassified the affected Series C Preferred Stock back to permanent equity.

On* June 16, 2025,the Company and the holder of the Series C Preferred Stock entered into a waiver agreement (the“Q3* 2025 Waiver”), which, among other things, included waivers of certain provisions to permit the Veris* June 2025Equity Offering, as further described in Note16,* Noncontrolling Interest. Under the terms of theQ3 2025 Waiver the parties agreed that an amount of the stated value of the Series C Preferred Stock equal to 50% of the gross proceeds raised in certain future financings would be exchanged, effective* December 15, 2025,for an equivalent increase in the amount outstanding under the September 2022Senior Convertible Note. On June 23, 2025,Veris Health entered into subscription agreements to sell shares of Veris Health common stock and warrants, resulting in gross proceeds of $2,520 (net proceeds of $2,488, net of issuance costs). As a result of this financing $1,260 of Series C Preferred Stock was exchanged for an equivalent increase in the amount outstanding under the September 2022Senior Convertible Note, effective as of December 15, 2025.*

For each conversion price reduction, the Company recognized the incremental value as a deemed dividend to the holder of the Series C Preferred Stock. In the aggregate, the Company recognized deemed dividend charges of $2,035 for the year ended* December 31, 2025,*which increased net loss available to common stockholders on the consolidated statements of operations. The incremental fair value associated with the Series C Preferred Stock modifications was determined using Monte Carlo simulation models. The fair value of the conversion price reduction was estimated based on the adjusted conversion price of $12.00 and the applicable number of shares of the Company’s common stock issuable upon conversion, including the impact of any additional share allotments. The models utilized the following assumptions: a required rate of return of 14.5%, dividend yield of 0%, volatility of 40%, and risk-free rates ranging from 3.50% to 4.30%. The estimated fair value of the reduced conversion price was compared to the fair value of the conversion price immediately prior to each modification, which reflected a conversion price of $32.04 and incorporated the same required rate of return, dividend yield, expected volatility, and risk-free interest rate assumptions. The excess of the fair value of the modified conversion feature over the fair value immediately prior to the modification was recognized as a deemed dividend.

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During the year ended* December 31, 2025,*the Company elected to capitalize each of the quarterly dividends earned on its Series C Preferred Stock, which totaled $1,784 in the aggregate. As a result, the stated value increased from $1,000 to $1,080 over the same period.

In the year ended* December 31, 2025*, the Company issued 375,834 shares of its common stock upon the conversion of 4,352 shares of Series C Preferred Stock, resulting in the reduction of the Series C Preferred Stock stated value by $4,510. Subsequent to* December 31, 2025*, the Company issued 433,546 shares of its common stock upon the conversion of 2,495 shares of Series C Preferred Stock. Further, on* February 3, 2026,concurrently with the Series D Preferred Stock Offering (as defined below), the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding and refinanced all $8,415 in principal and interest of its September 2022Senior Convertible Note, in consideration of a cash payment to the holder thereof of approximately $22.3 million (which was made using proceeds from the sale of the Series D Preferred Stock), and the issuance of the2026* Note with a principal amount of $15.0 million face value principal.

PAVmed Series D Convertible Preferred Stock

Subsequent to* December 31, 2025,on February 3, 2026,*the Company entered into subscription agreements with certain accredited investors (the “Series D Preferred Stock Investors”) and, pursuant to and concurrently with the execution of the Subscription Agreements, sold to the Series D Preferred Stock Investors, for an aggregate purchase price of $30 million, (i)30,000 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and (ii) warrants (the “Series D Preferred Stock Warrant”) to purchase an additional 30,000 shares of Series D Preferred Stock, with each investor receiving 100 shares of Series D Preferred Stock and a warrant to purchase 100 shares of Series D Preferred Stock for each $100 of its investment (the “Series D Preferred Stock Offering”). The initial conversion price of the Series D Preferred Stock is $6.50 per share, subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

On* March 27, 2026,*PAVmed's shareholders approved the conversion of the Series D Preferred Stock into shares of our common stock. Promptly following such approval,100% of the Series D Preferred Stock was converted in full into 4,615,393 shares of our common stock.

Notwithstanding the conversion of the Series D Preferred Stock into shares of our common stock, the Series D Preferred Stock Warrants remain outstanding. Upon the publication by Molecular Diagnostic Services Program (MolDx) of a draft local coverage determination that EsoGuard will be covered by Medicare, the Series D Preferred Stock Warrant will be callable by the Company at a price of $0.001 per warrant share. The Company* maysend written notice to the holders after such condition has been satisfied and, after receipt of such notice, the holders will have30* days to exercise the warrants.

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Note 15 — Common Stock and Common Stock Purchase Warrants

Common Stock

On* January 23, 2025,the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that, for the prior30* 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 Rule5550(a)(2). The notification letter stated that the Company would be afforded180 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 often consecutive business days. On* July 29, 2025,the Company received an additional notice from the Listing Qualifications Department of Nasdaq stating that the Company is eligible for an additional180*-day period (until* January 19, 2026)*to regain compliance with this requirement.

From and after the reverse split through* January 20, 2026,the minimum bid price of the Company's common stock was greater than$1.* On* January 21, 2026,the Company received a letter from the Listing Qualifications Department of Nasdaq, stating the Company had regained compliance with the$1* minimum bid price requirement for continued listing on the Nasdaq Capital Market.

In the year ended* December 31, 2025*,13,377 shares of the Company’s common stock were issued upon conversion, at the election of the holder, of the* September 2022Senior Convertible Note, for $176 face value principal repayments, as discussed in Note12,* Debt.

In the year ended* December 31, 2025*, the Company sold 40,553 shares through their at-the-market equity facility for net proceeds of approximately $841, after payment of 3% commissions.

In the year ended* December 31, 2025*, the Company issued 5,081 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 consolidated statement of operations.

On* February 21, 2025,the Company and Veris, pursuant to subscription agreements, dated as of February 18, 2025 (each, a “Veris Subscription Agreement”) and with certain accredited investors (collectively, the “Veris Investors”), consummated an offering (the “Veris Offering”) of 85,812 shares of the Company’s common stock and pre-funded warrants to purchase 25,225 shares of the Company’s common stock (the “Pre-Funded Warrants”), at a purchase price of $21.345 per share or warrant share (as applicable). In addition, Veris issued to each Veris Investor approximately 6.098 shares of Veris’ common stock for each share or warrant share (as applicable) purchased by such Veris Investor, for an aggregate of 677,143 shares of Veris’ common stock. The Veris Offering generated gross proceeds to the Company of $2.37 million. 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 withno* subsequent remeasurement.

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Note15 — Common Stock and Common Stock Purchase Warrants - continued

Each Veris Subscription Agreement contains customary representations, warranties, covenants and indemnities of the Company and the Veris Investors, as well as a covenant by the Company to provide the Veris Investors with protection against subsequent equity raises by the Company or Veris at a lower purchase price (solely to the extent the Veris Investors continue to hold the shares issued in the Veris Offering), with such protection to be effected through the issuance of additional shares of Veris’ common stock. In addition, the Company (i) granted the Veris Investors a100% 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 (ii) agreednot to incur, andnot to permit its majority-owned subsidiaries to incur, any indebtedness until* August 18, 2026,subject to certain exceptions. The Company also entered into a registration rights agreement (the “Veris Registration Rights Agreement”) with the Veris Investors, pursuant to which the Company agreed to file a registration statement covering the resale of the shares of the Company’s common stock issued in the Veris Offering, including the shares underlying the Pre-Funded Warrants. This registration statement was filed and became effective as of April 15, 2025.*

Common Stock Purchase Warrants

As of* December 31, 2024,Series Z Warrants outstanding totaled 11,937,450 representing the right to purchase 26,528 shares of the Company’s common stock. The Series Z Warrants were exercisable to purchaseone whole share of common stock of the Company at an exercise price of $704.40. All such unexercised warrants expired in accordance with their terms on April 30, 2025.During the year ended December 31, 2025*, there wereno Series Z Warrants exercised.

Note16 — Noncontrolling Interest

The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows:

The consolidated NCI presented above is with respect to the Company’s consolidated subsidiaries as a component of consolidated total stockholders’ equity as of* December 31, 2025* and* December 31, 2024*; and the recognition of a net loss attributable to the NCI in the consolidated statement of operations for the periods beginning on the acquisition date of the respective subsidiaries.

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Note16 — Noncontrolling Interest- continued

Lucid Diagnostics—* Deconsolidation*

On* September 10, 2024,following preferred equity transactions completed by Lucid earlier in2024* and the termination of voting proxies entered into between PAVmed and certain shareholders of Lucid, PAVmed’s voting interest in the Company was reduced to less than 50.0%, resulting in the loss of a controlling financial interest. However, PAVmed retains the ability to exercise significant influence over Lucid. Upon deconsolidation, the Company’s ownership of 31,302,444 shares of Lucid Diagnostics common stock was valued at $25.1 million, which resulted in a gain on deconsolidation of $72.3 million in the accompanying consolidated statements of operations for the year ended* December**31,* 2024.

Lucid Diagnostics—* Intercompany Obligation Settlement; Special Distribution*

On* January 26, 2024,PAVmed elected to receive payment of $4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics common stock. On February 15, 2024,*the Company distributed by special dividend to the Company stockholders, as of the record date noted above,3,331,747 shares of Lucid Diagnostics common stock held by the Company.

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

The fair value of the consideration given in the form of the issue of 31,790 shares of Lucid Series B Convertible Preferred Stock, with such fair value recognized as the carrying value of such issued shares of Lucid Series B Convertible Preferred Stock, as compared to the carrying value of the extinguished Lucid Series A and Lucid Series A-1 Convertible Preferred Stock (carrying value of $24,294), resulting in an excess of fair value of $7,496 recognized as a deemed dividend charged to accumulated deficit in the consolidated balance sheet on* March 13, 2024,*with such deemed dividend included as a component of net loss attributable to common stockholders.

Veris Health

As of* December 31, 2025*, there were 10,763,186 shares of common stock of Veris Health issued and outstanding, of which PAVmed holds an 58.32% majority-interest ownership and PAVmed has a controlling financial interest, with the remaining 41.68% minority-interest ownership held by unrelatedthird-parties. These ownership interests in Veris Health donot 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 83.2%. 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 consolidated balance sheets.

On* June 23, 2025,Veris entered into subscription agreements (each, a “Veris June 2025Subscription Agreement”) with certain accredited investors (collectively, the “June 2025Investors”), 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.

On 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.

The Veris* June 2025Subscription Agreements contain customary representations, warranties, covenants and indemnities of Veris and the June 2025Investors, as well as a covenant by Veris to provide the June 2025Investors with protection against subsequent equity raises by Veris at a lower valuation (solely to the extent the June 2025Investors continue to hold the shares issued in the June 2025Offering), with such protection to be effected through the issuance of additional shares of Veris Common Stock. In addition, Veris granted certain of the June 2025Investors a100%* participation right in future offerings of equity securities by Veris, subject to existing participation rights of the Company’s debt holder, and agreednot to incur any indebtedness until* December 23, 2026,subject to certain exceptions. In accordance with the Veris June 2025Subscription Agreement, Veris also entered into a registration rights agreement (the “Registration Rights Agreement”) with the June 2025Investors, pursuant to which Veris granted the June 2025Investors customary demand and piggyback registration rights. The June 2025Investors may*exercise the demand registration rights only if Veris consummates a going public transaction.

The Veris Warrants become exercisablesix months after issuance and expire on the earlier of (i) thefive-year anniversary of the initial exercise date and (ii) the60th day following receipt by Veris of FDA approval of its implantable physiological monitor. The Veris Warrants have an exercise price of $1.40 per share, subject to adjustment as described below. The Veris Warrants* maybe exercised only for cash. The exercise price and number and type of securities or other property issuable on exercise of the Veris Warrants may*be adjusted in certain circumstances, including in the event of a stock split or combination, stock dividend, or a recapitalization, reorganization, merger or similar transaction. In addition, if Veris completes a subsequent equity raises at a lower valuation, the exercise price of the Veris Warrants will be reduced to such lower valuation and the number of shares issuable on exercise of the Veris Warrants will be increased so that the aggregate exercise price remains the same. In addition, a holder of the Veris Warrants will be entitled to participate in rights offerings or pro rata distributions by Veris. The Veris Warrants are classified as equity as they are indexed to Veris’s common stock and meet the criteria for equity classification.

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Note16 — Noncontrolling Interest- continued

On* October 7, 2025,*the Company 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).

Certain investors have been granted anti-dilution rights by Veris, pursuant to which Veris* maybe obligated to issue such investors additional shares of common stock, in the event of certain financings by PAVmed or Veris. Subsequent to December 31, 2025,on February 3, 2026such anti-dilution rights were triggered by the February 2026*Financing. Accordingly, promptly after such financing, Veris issued to the investors holding those rights, in the aggregate,1,260,792 shares of its common stock.

Note17 — Income Taxes

Income tax (benefit) expense for respective periods noted is as follows:

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the year ended* December 31, 2025*is as follows:

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the year ended* December 31, 2024*is as follows:

For the year ended* December 31, 2025,the components of the Company’s income tax paid are state and local taxes primarily from California, Massachusetts and New Jersey. For the year ended December 31, 2024,*there wereno income taxes paid.

Substantially all sources of losses before provision for income tax were derived from sources within the United States. No income was derived from foreign sources for the years ended* December 31, 2025and2024.*

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Note17 — Income Taxes - continued

The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows:

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Note17 — Income Taxes - continued

Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted.

As mentioned in Note4, Equity Method Investment, on* September 10, 2024,PAVmed ceased to have a controlling financial interest in Lucid Diagnostics and therefore PAVmed’s consolidated results of operations include Lucid Diagnostics’ results of operations only through that date. Pursuant to ASC810*-10-40-5, the tax effects of the deconsolidation of Lucid Diagnostics’ are included in the gain on deconsolidation resulting in deferred tax expense of $62.3 million offset by a full valuation allowance of ($62.3) million, netting to zero. Lucid Diagnosticsno longer qualifies to be included in PAVmed’s combined unitary state tax returns.

As required by FASB ASC Topic740, Income Taxes, (ASC740), a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset willnot be realized. Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than-not the deferred tax assets willnot be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, as of* December 31, 2025* and2024. As of* December 31, 2025* and2024, the deferred tax asset valuation allowance decreased by $7.8 million and increased by $51.6 million, respectively. Of the $7.8 million change in the valuation allowance for the year ended* December 31, 2025,$6.1 million relates to federal and is separately stated in the rate reconciliation. For the year ended December 31, 2024,due to the deconsolidation of Lucid on September 10, 2024,*changes to the valuation allowance reported a decrease of $62.3 million in the gain on deconsolidation of Lucid and an increase of ($10.7) million through current year operations, netting to a total change of $51.6 million.

The Company has total estimated federal net operating loss (“NOL”) carryforward of approximately $131.2 million and $144.9 million as of* December 31, 2025and2024*, respectively, which is available to reduce future taxable income, of which approximately $13.8 million have statutory expiration dates commencing in2037, and approximately $117.4 million which donot have a statutory expiration date. The Company hasnot yet conducted a formal analysis and the NOL carryforward and general business credits* maybe subject-to limitation under U.S. Internal Revenue Code (“IRC”) Section382* (provided there was a greater than50% ownership change, as computed under such IRC Section382). The State and Local NOL carryforwards of approximately $184.1 million have statutory expiration dates commencing in2037. The Company has total estimated research and development (“R&D”) tax credit carryforward of approximately $2.6 million as of* December 31, 2025* which are available to reduce future tax expense and have statutory expiration dates commencing in2037.

The Company files income tax returns in the United States in federal and applicable state and local jurisdictions. The Company’s tax filings for the years 2022 and thereafter each remain subject to examination by taxing authorities. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company hasnot recognized any penalties or interest related to its income tax provision.

Tax Legislation

On* July 4, 2025,the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. Key provisions of the OBBBA include making permanent certain aspects of the2017* Tax Cuts and Jobs Act, modifying certain international tax rules, and restoring provisions that accelerate deductions for certain business investments and expenditures. The legislation has multiple effective dates, with certain provisions effective in2025 and other implemented in subsequent years. The OBBBA didnot have a material impact on the Company’s consolidated financial statements for the year ended* December 31, 2025,and the Company doesnot* expect the changes to have a material impact on the provision for income taxes or net income in future periods.

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Note18 — Net Income (Loss) Per Share

The Net income (loss) per share - attributable to PAVmed Inc. - basic and diluted and Net income (loss) per share - attributable to PAVmed Inc. common stockholders - basic and diluted - for the respective periods indicated - is as follows:

(1) - Convertible preferred stock and restricted stock awards would potentially be considered a participating security under thetwo-class method of calculating net income (loss) per share. For periods where losses are presented, such holders arenot contractually obligated to share in the losses, there isno impact on the Company's net income (loss) per share calculation for the periods indicated.

The common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive, are as follows:

The Series B Convertible Preferred Stock dividends earned as of each of the respective years noted, are included in the calculation of basic and diluted net loss attributable to PAVmed common stockholders for each respective period presented. Notwithstanding, the Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by the Company’s board of directors.

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Note18 — Net Income (Loss) Per Share- continued

Basic weighted-average number of shares of common stock outstanding for the years ended* December 31, 2025and2024* 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 year ended* December 31, 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:

Potential common stock equivalents associated with the Company’s* September 2022Convertible Note and the Series C Preferred Stock were excluded from the computation of diluted loss per share for the year ended December 31, 2025,because their effect would have been anti-dilutive. The September 2022Convertible Note and the Series C Preferred Stock were redeemed on February 3, 2026,as described in Note12,* Debt and Note14, Preferred Stock.

The total stock options are inclusive of 1,816 and 2,001 stock options as of* December 31, 2025and2024*, respectively, granted outside the PAVmed2014 Equity Plan.

Note19 — Segment Information

PAVmed’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM uses consolidated net income(loss) to assess segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. The Company’s significant segment expenses and other segment items align with the financial statements line items presented in its the consolidated statements of operations.

During the years ended* December 31, 2025and2024* revenues resulting from the delivery of patient EsoGuard test results and Veris Platform subscription services were concentrated in the United States. The measure of segment assets is reported on the balance sheet as total consolidated assets, and concentrated in the United States.