PAVmed Inc.

Previous wording

This Quarterly Report on Form 10-Q (this “Form 10-Q”), including the discussion and analysis of our unaudited condensed consolidated financial condition and results of operations, contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from those expressed or implied in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Item 1A of Part I of the Form 10-K under the heading “Risk Factors.”

Current wording

This Quarterly Report on Form 10-Q (this “Form 10-Q”), including the discussion and analysis of our unaudited condensed consolidated financial condition and results of operations, contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future events or performance and actual events and the Company’s actual results may differ significantly from those expressed or implied in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Item 1A of Part I of the Form 10-K under the heading “Risk Factors.”

Previous wording

Veris Health and The Ohio State University Comprehensive Cancer Center Strategic Partnership

Current wording

In October 2025, we announced that Veris and The Ohio State University Comprehensive Cancer Center - The James Cancer Hospital and Solove Research Institute ("OSUCCC – The James"), a National Cancer Institute-Designated Comprehensive Cancer Center, launched the commercial phase of their long-term strategic partnership agreement. This transition to a commercial phase follows successful completion of a pilot program conducted at the OSUCCC -- The James.

Previous wording

On March 5, 2025, Lucid closed on the sale of 13,939,330 shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price of $1.10 per share (the “Lucid RDO”). The net proceeds of the Lucid RDO, after deducting the estimated placement agent’s fees and other expenses of the Lucid RDO, were approximately $14.9 million. Lucid intends to use the net proceeds from the Lucid RDO for working capital and other general corporate purposes.

Current wording

On April 24, 2026, Lucid closed on the sale of 18,000,000 shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price of $1.00 per share (the “Lucid RDO”). The net proceeds of the Lucid RDO, after deducting the underwriting discount and other expenses of the Lucid RDO, were approximately $16.8 million.

Previous wording

On April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares of its common stock. Under the Sales Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2.88 million of shares. The Company will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares. The Company intends to use the net proceeds from any such sales for working capital and general corporate purposes.

Current wording

On April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares of its common stock in an “at the market" facility. Under the Sales Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2.88 million of shares. The Company will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares.

Previous wording

On May 30, 2025, Lucid entered into a Controlled Equity Offering Agreement (also “ATM” or at-the-market” offering)between Lucid and Maxim Group LLC for up to $25 million of its common stock that may be offered and sold from time to time.

Current wording

On May 30, 2025, Lucid entered into an “at-the-market offering” (“Lucid ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group LLC. In the three months ended March 31, 2026, Lucid sold 4,161,747 shares through the Lucid ATM equity facility for net proceeds of approximately $5.3 million, after payment of 3% commissions, of approximately $0.2 million.

Previous wording

The Company recognized revenue from subscription revenue derived from its Veris Health Cancer Care Platform. Until September 10, 2024, the date of deconsolidation of Lucid Diagnostics from PAVmed’s consolidated results, the Company recognized revenue primarily resulting from the delivery of patient EsoGuard test results when the Company considered the collection of such consideration to be probable to the extent that it is unconstrained.

Current wording

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

Previous wording

The Company’s cost of revenue from subscription revenue was derived from its Veris Health Cancer Care Platform. Until September 10, 2024, the date of deconsolidation of Lucid Diagnostics from PAVmed’s consolidated results, the cost of revenues recognized was primarily from the delivery of patient EsoGuard test results and included costs related to EsoCheck device usage, shipment of test collection kits, royalties and the cost of services to process tests and provide results to physicians. We have incurred expenses for tests in the period in which the activities occur, therefore, gross margin as a percentage of revenue has varied from quarter to quarter due to costs being incurred in one period that relate to revenues recognized in a later period.

Current wording

The Company’s cost of revenue from subscription revenue was derived from its Veris Health Cancer Care Platform. We have incurred expenses associated with the platform in the period in which the activities occur, therefore, gross margin as a percentage of revenue has varied from quarter to quarter due to costs being incurred in one period that relate to revenues recognized in a later period.

Previous wording

Sales and marketing expenses consist primarily of salaries and related costs for employees engaged in sales, sales support and marketing activities, as well as advertising and promotion expenses. We anticipate our sales and marketing expenses to decrease in the future compared to historical periods ending on or prior to September 30, 2024 due to the deconsolidation of Lucid as of September 10, 2024, as going forward, the expenses associated with the sales and marketing operations for the Lucid EsoGuard test will no longer be recorded within the Company’s operating results.

Current wording

Sales and marketing expenses consist primarily of salaries and related costs for employees engaged in sales, sales support and marketing activities, as well as advertising and promotion expenses.

Previous wording

General and administrative expenses consist primarily of salaries and related costs for personnel, travel expenses, facility-related costs, professional fees for accounting, tax, audit and legal services, salaries and related costs for employees involved in third-party payor reimbursement contract negotiations and consulting fees and other expenses associated with obtaining and maintaining patents within our intellectual property portfolio.

Current wording

General and administrative expenses consist primarily of salaries and related costs for personnel, travel expenses, facility-related costs, professional fees for accounting, tax, audit and legal services, salaries and related costs and other expenses associated with obtaining and maintaining patents within our intellectual property portfolio.

Previous wording

We anticipate our general and administrative expenses will decrease in the future compared to historical periods ending on or prior to September 30, 2024 due to the deconsolidation of Lucid as of September 10, 2024, as going forward, the general and administrative expenses, including third-party payor reimbursement costs, incurred by Lucid will no longer be recorded within the Company’s operating results. In the future, general and administrative expenses will include those expenses related to being a public company, including fees and expenses for audit, legal, regulatory, tax-related services, insurance premiums and investor relations costs associated with maintaining compliance as a public company for PAVmed and its majority-owned subsidiaries.

Current wording

General and administrative expenses includes those expenses related to being a public company, including fees and expenses for audit, legal, regulatory, tax-related services, insurance premiums and investor relations costs associated with maintaining compliance as a public company for PAVmed and its majority-owned subsidiaries.

Previous wording

The expenses of our research and development activities, including our clinical trials, for historical periods ending on or prior to September 30, 2024 were principally related to EsoGuard and the Veris Cancer Care Platform. Due to the deconsolidation of Lucid on September 10, 2024, the expenses in respect of the Company’s research and development activities for subsequent historical periods and future periods will include those associated with research and development activities related to the Veris Cancer Care Platform, the PMX incubator program and other products in our pipeline as well as applicable new technologies, as resources permit.

Current wording

The expenses of our research and development activities includes those associated with research and development activities related to the Veris Cancer Care Platform and other products in our pipeline as well as applicable new technologies, as resources permit.

Previous wording

In the three months ended September 30, 2025, cost of revenue costs were approximately $0.1 million, as compared to $1.4 million for the corresponding period in the prior year. The net decrease of $1.3 million principally related to Lucid’s results not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Current wording

In the three months ended March 31, 2026, the cost of revenue costs were approximately $0.1 million, as compared to less than $0.1 million for the corresponding period in the prior year. The net increase of $0.1 million principally related to the compensation costs resulting from Veris' commercialization efforts.

Previous wording

In the three months ended September 30, 2025, sales and marketing costs were approximately $0.2 million as compared to $2.9 million for the corresponding period in the prior year. The net decrease of $2.7 million principally related to Lucid’s results not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Current wording

In the three months ended March 31, 2026, sales and marketing costs remained relatively flat, at approximately $0.2 million, as compared to the corresponding period in the prior year.

Previous wording

In the three months ended September 30, 2025, general and administrative costs were approximately $3.5 million as compared to $6.6 million for the corresponding period in the prior year. The net decrease of $3.1 million principally related to Lucid’s results not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Current wording

In the three months ended March 31, 2026, general and administrative costs were approximately $6.4 million as compared to $4.4 million for the corresponding period in the prior year. The net increase of $2.0 million principally related to:

Previous wording

In the three months ended September 30, 2025, research and development costs were approximately $1.1 million as compared to $1.5 million for the corresponding period in the prior year. The net decrease of $0.4 million principally related to Lucid’s results not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Current wording

In the three months ended March 31, 2026, research and development costs were approximately $1.4 million as compared to $0.8 million for the corresponding period in the prior year. The net increase of $0.6 million principally related to the research and development costs incurred at Veris for the implantable physiological monitor.

Previous wording

In the three months ended September 30, 2025 and 2024, the change in the fair value of our convertible notes was approximately $0.1 million of expense and $0.2 million of income, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and (for the period of July 1, 2024 through September 10, 2025, the date of the deconsolidation of Lucid) the Lucid March 2023 Senior Convertible Note. The April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value as of each reporting period date.

Current wording

In the three months ended March 31, 2026 and 2025, the change in the fair value of our convertible notes was approximately $3.4 million of income and $0.1 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the 2026 Note. The April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and 2026 Note, were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value as of each reporting period date.

Previous wording

In the nine months ended September 30, 2025, a debt extinguishment loss in the aggregate of less than $0.1 million was recognized in connection with our April 2022 Senior Convertible Note and September 2022 Senior Convertible Note as discussed below.

Current wording

In the three months ended March 31, 2025, a debt extinguishment loss in the aggregate of approximately $0.1 million was recognized in connection with our April 2022 Senior Convertible Note and September 2022 Senior Convertible Note, as discussed below.

Previous wording

See Note 10*, Debt*, to the Financial Statements, for additional information with respect to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note.

Current wording

See Note 9*, Debt*, to the Financial Statements, for additional information with respect to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the 2026 Note.

Previous wording

At September 30, 2025, the fair value of the Company’s investment in Lucid was $31.6 million, with the company recognizing an unrealized loss on its investment in Lucid of $4.4 million in the accompanying unaudited condensed consolidated statements of operations for the three months ended September 30, 2025. The fair value of common shares of Lucid held by the Company was determined using the $1.01 closing price per share of Lucid’s common stock as of September 30, 2025, as compared to Lucid’s common stock price per share of $1.15 at June 30, 2025.

Current wording

At March 31, 2026, the fair value of the Company’s investment in Lucid was $36.0 million, with the company recognizing an unrealized gain on its investment in Lucid of $1.9 million in the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2026. The fair value of common shares of Lucid held by the Company was determined using the $1.15 closing price per share of Lucid’s common stock as of March 31, 2026, as compared to Lucid’s common stock price per share of $1.09 at December 31, 2025.

Previous wording

We have financed our operations principally through the public and private issuances of our common stock, preferred stock, common stock purchase warrants, and debt, both at the PAVmed level and, in the case of Lucid and Veris, at the subsidiary level, as well as through management fees under our management service contract with Lucid. We are subject to all of the risks and uncertainties typically faced by medical device and diagnostic and medical device companies that devote substantially all of their efforts to the commercialization of their initial products and services and ongoing R&D and clinical trials. We experienced net income before noncontrolling interests of approximately $0.3 million and used approximately $3.7 million of cash in operations for the nine months ended September 30, 2025. Financing activities provided $5.6 million of cash during the nine months ended September 30, 2025. We ended the quarter with cash on-hand of $3.1 million as of September 30, 2025. We expect to continue to experience recurring losses and negative cash flows from operations, and will continue to fund our operations with debt and/or equity financing transactions. The Company’s ability to continue operations 12 months beyond the issuance of the financial statements, will depend upon its ability to control its operating costs within the limits of the amounts collected from its management service contracts with its non-consolidated subsidiaries, to substantially increase its revenues from the Veris Cancer Care platform, and to raise additional capital through various potential sources including equity or debt financings or refinancing or restructuring existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited condensed consolidated financial statements are issued.

Current wording

We have financed our operations principally through the public and private issuances of our common stock, preferred stock, common stock purchase warrants, and debt, both at the PAVmed level and, in the case of Lucid and Veris, at the subsidiary level, as well as through management fees under our management service contract with Lucid. We are subject to all of the risks and uncertainties typically faced by medical device and diagnostic and medical device companies that devote substantially all of their efforts to the commercialization of their initial products and services and ongoing R&D and clinical trials. We experienced net loss before noncontrolling interests of approximately $1.1 million and used approximately $2.6 million of cash in operations for the three months ended March 31, 2026. Financing activities provided $7.6 million of cash during the three months ended March 31, 2026. We ended the quarter with cash on-hand of $6.5 million as of March 31, 2026. We expect to continue to experience recurring losses and negative cash flows from operations, and will continue to fund our operations with debt and/or equity financing transactions. The Company’s ability to continue operations 12 months beyond the issuance of the financial statements, will depend upon its ability to control its operating costs within the limits of the amounts collected from its management service contracts with its non-consolidated subsidiaries, to substantially increase its revenues from the Veris Cancer Care platform, and to raise additional capital through various potential sources including equity or debt financings or refinancing or restructuring existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited condensed consolidated financial statements are issued.

Previous wording

In the three months ended September 30, 2025, management fee income was approximately $3.2 million as compared to $0.7 million for the corresponding period in the prior year. The reported increase of $2.5 million principally related to the fact that all of the fees payable by Lucid under its management services agreement with the Company during the three months ended September 30, 2025 are included in the results for such period, whereas only the portion of such fees paid in respect of the period following the September 10, 2024 deconsolidation of Lucid were included in the Company’s results for the three month period ended September 30, 2024.

Current wording

During the three months ended March 31, 2026

Previous wording

On April 4, 2022 we sold to an investor a Senior Secured Convertible Note with a face value principal of $27.5 million (the “April 2022 Senior Convertible Note”). The April 2022 Senior Secured Convertible Note had an initial contractual maturity date of April 4, 2024, which maturity date the investor agreed to extend by one year, to April 4, 2025. The April 2022 Senior Convertible Note was satisfied in full in connection with the Exchange.

Current wording

On April 4, 2022 we sold to an investor a Senior Secured Convertible Note with a face value principal of $27.5 million (the “April 2022 Senior Convertible Note”). The April 2022 Senior Secured Convertible Note had an initial contractual maturity date of April 4, 2024, which maturity date the investor agreed to extend by one year, to April 4, 2025. The April 2022 Senior Convertible Note was satisfied in full in connection with the Exchange (as defined below).

Previous wording

On September 8, 2022 we sold to the same investor an additional Senior Secured Convertible Note with a face value principal of $11.25 million (the “September 2022 Senior Convertible Note”). The September 2022 Senior Secured Convertible Note had an initial contractual maturity date of September 6, 2024, which maturity date has been now extended to December 31, 2025. A portion of the September 2022 Senior Convertible Note was satisfied in connection with the Exchange. The September 2022 Senior Convertible Note is more fully described in Note 10,Debt.

Current wording

On September 8, 2022 we sold to the same investor an additional Senior Secured Convertible Note with a face value principal of $11.25 million (the “September 2022 Senior Convertible Note”). The September 2022 Senior Secured Convertible Note had an initial contractual maturity date of September 6, 2024, which maturity date was extended to December 31, 2026. A portion of the September 2022 Senior Convertible Note was satisfied in connection with the Exchange, and subsequently was satisfied in full in connection with the February 2026 Financing (as defined below).

Previous wording

See Note 10*, Debt*, to the Financial Statements for additional information about the September 2022 Senior Convertible Note. See also Note 4,Equity Method Investment, to the Financial Statements for additional information about the September 2022 Senior Convertible Note as it relates to the MSA.

Current wording

See Note 9,Debt, to the Financial Statements for additional information about the September 2022 Senior Convertible Note and the 2026 Note.

Previous wording

On April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares of its common stock. Under the Sales Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2.88 million of shares. The Company will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares. The Company intends to use the net proceeds from any such sales for working capital and general corporate purposes. This facility replaces the “at the market” facility PAVmed previously maintained with Cantor (which facility was on substantially similar terms).

Current wording

On April 17, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time through or to Maxim, shares of its common stock in an “at the market" facility. Under the Sales Agreement, the Company may not issue or sell through Maxim a dollar amount of shares that would exceed $2.88 million of shares. The Company will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares.

Previous wording

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

Current wording

See Note 11,Preferred Stock, to the Financial Statements for additional information about the Series C Preferred Stock and the Series D Preferred Stock.

Previous wording

On June 23, 2025, Veris entered into subscription agreements (each, a “Veris June 2025 Subscription Agreement”) with certain accredited investors (collectively, the “June 2025 Investors”), pursuant to which Veris agreed to sell and the June 2025 Investors agreed to purchase (the “June 2025 Offering”) 1,800,000 shares of common stock, par value $0.001 per share, of Veris (“Veris Common Stock”) and warrants to purchase 1,800,000 shares of Veris Common Stock (“Veris Warrants”), at a purchase price of $1.40 per share of Veris Common Stock. On the same day, Veris consummated the June 2025 Offering, generating gross proceeds to Veris of approximately $2.5 million. The proceeds of the offering will be used to continue development activities related to Veris’ implantable physiological monitor and for general working capital purposes.

Current wording

On June 23, 2025, Veris and certain accredited investors consummated an offering (the “June 2025 Offering”) of 1,800,000 shares of common stock, par value $0.001 per share, of Veris (“Veris Common Stock”) and warrants to purchase 1,800,000 shares of Veris Common Stock (“Veris Warrants”), at a purchase price of $1.40 per share of Veris Common Stock. The June 2025 Offering generated gross proceeds to Veris of approximately $2.5 million. The proceeds of the offering will be used to continue development activities related to Veris’ implantable physiological monitor and for general working capital purposes.

Previous wording

The Veris Warrants become exercisable six months after issuance and expire on the earlier of (i) the five-year anniversary of the initial exercise date and (ii) the 60th day following receipt by Veris of FDA approval of its implantable physiological monitor. The Veris Warrants have an exercise price of $1.40 per share, subject to adjustment as described below. The Veris Warrants may be exercised only for cash. The exercise price and number and type of securities or other property issuable on exercise of the Veris Warrants may be adjusted in certain circumstances, including in the event of a stock split or combination, stock dividend, or a recapitalization, reorganization, merger or similar transaction. In addition, if Veris completes a subsequent equity raise at a lower valuation, the exercise price of the Veris Warrants will be reduced to such lower valuation and the number of shares issuable on exercise of the Veris Warrants will be increased so that the aggregate exercise price remains the same. In addition, a holder of the Veris Warrants will be entitled to participate in rights offerings or pro rata distributions by Veris.

Current wording

The Veris Warrants become exercisable six months after issuance and expire on the earlier of (i) the five-year anniversary of the initial exercise date and (ii) the 60th day following receipt by Veris of FDA approval of its implantable physiological monitor. The Veris Warrants have an exercise price of $1.40 per share, subject to adjustment as described below. The Veris Warrants may be exercised only for cash. The exercise price and number and type of securities or other property issuable on exercise of the Veris Warrants may be adjusted in certain circumstances, including in the event of a stock split or combination, stock dividend, or a recapitalization, reorganization, merger or similar transaction. In addition, if Veris completes a subsequent equity raise at a lower valuation, the exercise price of the Veris Warrants will be reduced to such lower valuation and the number of shares issuable on exercise of the Veris Warrants will be increased so that the aggregate exercise price remains the same.