PAVmed Inc.

Previous wording

In November 2024, Lucid submitted to MolDx its complete clinical evidence package in support of a request for reconsideration of the non-coverage language in the LCD to secure Medicare coverage for EsoGuard. The EsoGuard clinical evidence package included six new peer-reviewed publications: three clinical validation studies (two in the intended use population, one case control), two clinical utility studies, and one analytical validation study. The current LCD provides clear coverage criteria consistent with the American College of Gastroenterology (ACG) guidelines for esophageal precancer testing. The package was submitted as part of a request for reconsideration of the non-coverage language in the LCD to secure Medicare coverage for EsoGuard.

Current wording

In November 2024, Lucid submitted to MolDx our complete clinical evidence package in support of a request for reconsideration of the non-coverage language in the local coverage determination, or “LCD,” to secure Medicare coverage for EsoGuard. The EsoGuard clinical evidence package included six new peer-reviewed publications: three clinical validation studies (two in the intended use population, one case control), two clinical utility studies, and one analytical validation study. The current LCD provides clear coverage criteria consistent with the American College of Gastroenterology, or “ACG,” guidelines for esophageal precancer testing. The package was submitted as part of a request for reconsideration of the non-coverage language in the LCD to secure Medicare coverage for EsoGuard.

Previous wording

As part of the LCD reconsideration process, MolDX-participating Medicare Administrative Contractors are scheduled to convene a Contractor Advisory Committee (CAC) Meeting regarding the LCD on September 4, 2025.

Current wording

As part of the LCD reconsideration process, MolDx-participating Medicare Administrative Contractors convened a Contractor Advisory Committee, or “CAC,” Meeting regarding the LCD on September 4, 2025. At the meeting, eleven experts, including physicians across multiple specialties (GI, primary care, pathology), major society guideline co-authors (ACG, AGA (as defined below)) and industry leaders (American Foregut Society, American Society for Gastrointestinal Endoscopy), participated in this extensive discussion of the unmet clinical need with respect to early detection of esophageal precancer and the strength of the EsoGuard clinical validity and clinical utility data.

Previous wording

The Pre-Funded Warrants became exercisable upon the receipt of the stockholder approval described above on June 18, 2025, and were exercised as of June 19, 2025.

Current wording

The Pre-Funded Warrants were exercised as of June 19, 2025.

Previous wording

Lucid Diagnostics — Confidentially Marketed Public Offering

Current wording

Lucid Diagnostics — September 2025 Confidentially Marketed Public Offering

Previous wording

On May 30, 2025, Lucid entered into an “at-the-market offering” (“ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between Lucid and Maxim Group LLC. In the six months ended June 30, 2025, Lucid sold 215,421 shares through its at-the-market equity facility for net proceeds of approximately $0.3 million, after payment of 3% commissions.

Current 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.

Previous wording

On April 11, 2025, Lucid closed on the sale of 14,375,000 shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price of $1.20 per share (the “Lucid CMPO”). The net proceeds from the Lucid CMPO, after deducting the underwriting discount and other expenses of the Lucid CMPO, were approximately $16.2 million. Lucid intends to use the net proceeds from the Lucid CMPO for working capital and general corporate purposes.

Current wording

On April 11, 2025, Lucid closed on the sale of 14,375,000 shares of its common stock, pursuant to its previously announced offering of shares of common stock at a price of $1.20 per share (the “Lucid April CMPO”). The net proceeds from the Lucid April CMPO, after deducting the underwriting discount and other expenses of the Lucid April CMPO, were approximately $16.2 million. Lucid intends to use the net proceeds from the Lucid April CMPO for working capital and general corporate purposes.

Previous wording

All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented as dollars in millions, except for share and per share amounts.

Current wording

All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented as dollars in millions, except for per share amounts.

Previous wording

In the three months ended June 30, 2025, revenue was less than $0.1 million as compared to $1.0 million for the corresponding period in the prior year. The $1.0 million decrease principally relates to the revenue from Lucid’s EsoGuard Esophageal DNA Tests not being included in our operating results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s operating results were so included.

Current wording

In the three months ended September 30, 2025, revenue was less than $0.1 million as compared to $1.0 million for the corresponding period in the prior year. The $1.0 million decrease principally relates to the revenue from Lucid’s EsoGuard Esophageal DNA Tests not being included in our operating results for the three months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Previous wording

In the three months ended June 30, 2025, cost of revenue costs were less than $0.1 million, as compared to $1.7 million for the corresponding period in the prior year. The net decrease of $1.6 million principally related to Lucid’s results not being included in our operating results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s operating results were so included.

Current 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.

Previous wording

In the three months ended June 30, 2025, sales and marketing costs were approximately $0.2 million as compared to $4.2 million for the corresponding period in the prior year. The net decrease of $4.0 million principally related to Lucid’s results not being included in our operating results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s operating results were so included.

Current 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.

Previous wording

In the three months ended June 30, 2025, general and administrative costs were approximately $3.7 million as compared to $7.0 million for the corresponding period in the prior year. The net decrease of $3.3 million principally related to Lucid’s results not being included in our operating results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s operating results were so included.

Current 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.

Previous wording

In the three months ended June 30, 2025, research and development costs were approximately $0.8 million as compared to $1.6 million for the corresponding period in the prior year. The net decrease of $0.8 million principally related to Lucid’s results not being included in our operating results for the three months ended June 30, 2025 as compared to the prior year, during which all three months of Lucid’s operating results were so included.

Current 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.

Previous wording

The amortization of acquired intangible assets was zero in the three months ended June 30, 2025, as compared to $0.1 million for the corresponding period in the prior year. The decrease of $0.1 million in the current period was due to certain acquired intangible assets being fully amortized in February 2024.

Current wording

The amortization of acquired intangible assets was zero in the three months ended September 30, 2025, as compared to $0.1 million for the corresponding period in the prior year. The decrease of $0.1 million in the current period was 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.

Previous wording

In the three months ended June 30, 2025 and 2024, the change in the fair value of our convertible notes was approximately $0.2 million and $0.6 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note. The April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value as of each reporting period date. The Company initially recognized an aggregate of $4.3 million of fair value non-cash expense on the issue dates.

Current 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.

Previous wording

In the three months ended June 30, 2024, a debt extinguishment loss in the aggregate of approximately $0.8 million was recognized in connection with our April 2022 Senior Convertible Note, September 2022 Senior Convertible Note and the Lucid March 2023 Senior Convertible Note as discussed below.

Current wording

In the three months ended September 30, 2024, a debt extinguishment loss in the aggregate of approximately $1.4 million was recognized in connection with our April 2022 Senior Convertible Note, September 2022 Senior Convertible Note and the Lucid March 2023 Senior Convertible Note as discussed below.

Previous wording

At June 30, 2025, the fair value of the Company’s investment in Lucid was $36.0 million, with the company recognizing an unrealized loss on its investment in Lucid of $10.6 million in the accompanying unaudited condensed consolidated statements of operations for the three months ended June 30, 2025. The fair value of common shares of Lucid held by the Company was determined using the $1.15 closing price per share of Lucid’s common stock as of June 30, 2025, as compared to Lucid’s common stock price per share of $1.49 at March 31, 2025.

Current 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.

Previous wording

In the six months ended June 30, 2025, revenue was less than $0.1 million as compared to $2.0 million for the corresponding period in the prior year. The $2.0 million decrease was principally related to the revenue from Lucid’s EsoGuard Esophageal DNA Tests not being included in our operating results for the six months ended June 30, 2025 as compared to the prior year, during which all six months of Lucid’s operating results were so included.

Current wording

In the nine months ended September 30, 2025, revenue was less than $0.1 million as compared to $3.0 million for the corresponding period in the prior year. The $3.0 million decrease was principally related to the revenue from Lucid’s EsoGuard Esophageal DNA Tests not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Previous wording

In the six months ended June 30, 2025, cost of revenue was less than $0.1 million as compared $3.4 million for the corresponding period in the prior year. The net decrease of $3.3 million was principally related to Lucid’s results not being included in our operating results for the six months ended June 30, 2025 as compared to the prior year, during which all six months of Lucid’s operating results were so included.

Current wording

In the nine months ended September 30, 2025, cost of revenue was approximately $0.1 million as compared $4.8 million for the corresponding period in the prior year. The net decrease of $4.7 million was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Previous wording

In the six months ended June 30, 2025, sales and marketing costs were approximately $0.5 million as compared to $8.6 million for the corresponding period in the prior year. The net decrease of $8.1 million was principally related to Lucid’s results not being included in our operating results for the six months ended June 30, 2025 as compared to the prior year, during which all six months of Lucid’s operating results were so included.

Current wording

In the nine months ended September 30, 2025, sales and marketing costs were approximately $0.7 million as compared to $11.5 million for the corresponding period in the prior year. The net decrease of $10.8 million was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Previous wording

In the six months ended June 30, 2025, general and administrative costs were approximately $8.1 million as compared to $13.7 million for the corresponding period in the prior year. The net decrease of $5.6 million was principally related to Lucid’s results not being included in our operating results for the six months ended June 30, 2025 as compared to the prior year, during which all six months of Lucid’s operating results were so included.

Current wording

In the nine months ended September 30, 2025, general and administrative costs were approximately $11.6 million as compared to $20.3 million for the corresponding period in the prior year. The net decrease of $8.7 million was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Previous wording

In the six months ended June 30, 2025, research and development costs were approximately $1.6 million as compared to $3.6 million for the corresponding period in the prior year. The net decrease of $2.0 million was principally related to Lucid’s results not being included in our operating results for the six months ended June 30, 2025 as compared to the prior year, during which all six months of Lucid’s operating results were so included.

Current wording

In the nine months ended September 30, 2025, research and development costs were approximately $2.7 million as compared to $5.1 million for the corresponding period in the prior year. The net decrease of $2.4 million was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Previous wording

The amortization of acquired intangible assets was zero in the six months ended June 30, 2025, as compared to $0.5 million for the corresponding period in the prior year. The decrease of $0.5 million in the current period was due to certain acquired intangible assets being fully amortized in February 2024.

Current wording

The amortization of acquired intangible assets was zero in the nine months ended September 30, 2025, as compared to $0.6 million for the corresponding period in the prior year. The decrease of $0.6 million in the current period was principally related to Lucid’s results not being included in our operating results for the nine months ended September 30, 2025 as compared to the prior year, during which Lucid’s operating results were included through September 10, 2024.

Previous wording

In the six months ended June 30, 2025 and June 30, 2024, the change in the fair value of our convertible notes was approximately $0.3 million and $2.7 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and (for the six months ended June 30, 2024 only) the Lucid March 2023 Senior Convertible Note. The April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and the Lucid March 2023 Senior Convertible Note were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value as of each applicable reporting period date. The Company initially recognized an aggregate of $4.3 million of fair value non-cash expense on the issue dates.

Current wording

In the nine months ended September 30, 2025 and September 30, 2024, the change in the fair value of our convertible notes was approximately $0.4 million and $2.5 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note, and (for the period of January 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 applicable reporting period date.

Previous wording

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

Current 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.

Previous wording

In comparison, in the six months ended June 30, 2024, a debt extinguishment loss in the aggregate of approximately $1.1 million was recognized in connection with our April 2022 Senior Convertible Note, September 2022 Senior Convertible Note and the Lucid March 2023 Senior Convertible Note as discussed below.

Current wording

In comparison, in the nine months ended September 30, 2024, a debt extinguishment loss in the aggregate of approximately $2.5 million was recognized in connection with our April 2022 Senior Convertible Note, September 2022 Senior Convertible Note and the Lucid March 2023 Senior Convertible Note as discussed below.

Previous wording

At June 30, 2025, the fair value of the Company’s investment in Lucid was $36.0 million, with the company recognizing an unrealized gain on its investment in Lucid of $10.4 million in the accompanying unaudited condensed consolidated statements of operations for the six months ended June 30, 2025. The fair value of common shares of Lucid held by the Company was determined using the $1.15 closing price per share of Lucid’s common stock as of June 30, 2025, as compared to Lucid’s common stock price per share of $0.819 at December 31, 2024.

Current 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 gain on its investment in Lucid of $6.0 million in the accompanying unaudited condensed consolidated statements of operations for the nine 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 $0.819 at December 31, 2024.

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 $6.3 million and used approximately $2.8 million of cash in operations for the six months ended June 30, 2025. Financing activities provided $5.6 million of cash during the six months ended June 30, 2025. We ended the quarter with cash on-hand of $4.0 million as of June 30, 2025. We expect to continue to experience recurring losses and negative cash flows from operations, and will continue to fund our operations with debt and/or equity financing transactions. The Company’s ability to continue operations 12 months beyond the issuance of the financial statements, will depend upon its ability to control its operating costs within the limits of the amounts collected from its management service contracts with its non-consolidated subsidiaries, to substantially increase its revenues from the Veris Cancer Care platform, and to raise additional capital through various potential sources including equity or debt financings or refinancing or restructuring existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited condensed consolidated financial statements are issued.

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 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.

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. 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 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.

Previous wording

Under the the September 2022 Senior Convertible Note and the SPA, we are subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. We also are subject to financial covenants requiring that (i) the amount of our available cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the notes issued under the SPA, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior ten trading days, not exceed 30% (the “Debt to Market Cap Ratio Test”), and (iii) that our market capitalization shall at no time be less than $75 million (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”). The holder of the September 2022 Senior Convertible Note agreed to waive any non-compliance with the Financial Tests through December 31, 2025.

Current wording

Under the September 2022 Senior Convertible Note and the SPA, we are subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. We also are subject to financial covenants requiring that (i) the amount of our available cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the notes issued under the SPA, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior ten trading days, not exceed 30% (the “Debt to Market Cap Ratio Test”), and (iii) that our market capitalization shall at no time be less than $75 million (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”). The holder of the September 2022 Senior Convertible Note agreed to waive any non-compliance with the Financial Tests through December 31, 2025.

Previous wording

In the six months ended June 30, 2025, the Company sold 1,216,565 shares through its at-the-market equity facility for net proceeds of approximately $0.8 million, after payment of 3% commissions.

Current wording

In the nine months ended September 30, 2025, the Company sold 1,216,565 shares through its at-the-market equity facility for net proceeds of approximately $0.8 million, after payment of 3% commissions.

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 $2,880,000 of shares. The Company will pay Maxim a commission of 3.0% of the aggregate gross sales prices of the shares. The Company intends to use the net proceeds from any such sales for working capital and general corporate purposes.

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. 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).

Previous wording

Each share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, is convertible at any time, in whole or in part, at the holder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $1.068 per share, subject to certain adjustments. On February 18, 2025, the Company agreed to reduce temporarily, and the holder of the Series C Preferred Stock consented to reducing temporarily, the contractual conversion price under the Series C Preferred Stock to $0.40, during the period through March 31, 2025; provided that the aggregate amount of conversions under the Series C Preferred Stock at such conversion price during such period does not exceed 1 million shares. Such reduction was agreed to in connection with certain waivers granted by the holder of the Series C Preferred Stock, including waivers necessary to permit the Company and Veris to consummate the Offering (as described in Note 13,Common Stock and Common Stock Purchase Warrants).

Current wording

The stated value of each share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, is convertible at any time, in whole or in part, at the holder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $1.068 per share, subject to certain adjustments. From time to time since February 18, 2025, the Company has agreed to reduce temporarily, and the holder of the Series C Preferred Stock has consented to reducing temporarily, the contractual conversion price under the Series C Preferred Stock to $0.40, subject to certain limitations on the number of shares of our common stock that may be issued at such reduced conversion price. Such reductions were agreed to in connection with certain waivers granted by the holder of the Series C Preferred Stock, including waivers necessary to permit the Company and Veris to consummate the Offering (the foregoing temporary conversion price reductions (all of which were done as expressly permitted by the terms of the Series C Preferred Stock) and related conversions of the Series C Preferred Stock being more fully described in Note 12,Preferred Stock, and Note 13,Common Stock and Common Stock Purchase Warrants).

Previous wording

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

Current wording

The Company and its subsidiaries (other than Lucid) are subject to certain customary affirmative and negative covenants regarding the rank of the Series C Preferred Stock, the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates and the ability to complete stock splits, among other customary matters. The Company also is subject to a financial covenant requiring that it maintain its cash flow on a break-even basis. As of September 30, 2025, the Company is in compliance with all such covenants.

Previous wording

On February 18, 2025, the Company and Veris, entered into subscription agreements (each, a “Subscription Agreement”) with certain accredited investors (collectively, the “Investors”), pursuant to which the Company agreed to sell and the Investors agreed to purchase (the “Offering”) 2,574,350 shares of the Company’s common stock and pre-funded warrants to purchase 756,734 shares of the Company’s common stock (the “Pre-Funded Warrants”), at a purchase price of $0.7115 per share or warrant share (as applicable). In addition, Veris agreed to issue to each Investor approximately 0.2033 shares of Veris’ common stock for each share or warrant share (as applicable) purchased by such Investor, for an aggregate of 677,143 shares of Veris’ common stock. On February 21, 2025, the Company consummated the Offering, generating gross proceeds to the Company of $2.37 million. The proceeds of the offering will be used to resume development activities related to Veris’ implantable physiological monitor and for general working capital purposes.

Current wording

On February 21, 2025, the Company and Veris, pursuant to subscription agreements, dated as of February 18, 2025 (each, a “Subscription Agreement”) they entered into with certain accredited investors (collectively, the “Investors”), consummated an offering (the “Offering”) of 2,574,350 shares of the Company’s common stock and pre-funded warrants to purchase 756,734 shares of the Company’s common stock (the “Pre-Funded Warrants”), at a purchase price of $0.7115 per share or warrant share (as applicable). In addition, Veris issued to each Investor approximately 0.2033 shares of Veris’ common stock for each share or warrant share (as applicable) purchased by such Investor, for an aggregate of 677,143 shares of Veris’ common stock. The Offering generated gross proceeds to the Company of $2.37 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 with no subsequent remeasurement.

Previous wording

The Subscription Agreement contains customary representations, warranties, covenants and indemnities of the Company and the Investors, as well as a covenant by the Company to provide the Investors with protection against subsequent equity raises by the Company or Veris at a lower purchase price (solely to the extent the Investors continue to hold the shares issued in the Offering), with such protection to be effected through the issuance of additional shares of Veris’ common stock. In addition, the Company (i) agreed to solicit the affirmative vote of its stockholders by no later than its next meeting of stockholders, which will be held no later than June 30, 2025, for approval, for the purposes of the rules of The Nasdaq Stock Market LLC, of the issuance of all of the shares underlying the Pre-Funded Warrants, and to hold additional meetings quarterly thereafter to the extent such approval is not obtained, (ii) granted the Investors a 100% participation right in future offerings of equity securities of the Company or its majority-owned subsidiaries, subject to existing participation rights of the Company’s debt holder, and (iii) agreed not to incur, and not to permit its majority-owned subsidiaries to incur, any indebtedness until August 18, 2026, subject to certain exceptions. In accordance with the Subscription Agreement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to file a registration statement covering the resale of the shares of the Company’s common stock issued in the Offering, including the shares underlying the Pre-Funded Warrants. This registration statement was filed and became effective as of April 15, 2025.

Current wording

Each Subscription Agreement contains customary representations, warranties, covenants and indemnities of the Company and the Investors, as well as a covenant by the Company to provide the Investors with protection against subsequent equity raises by the Company or Veris at a lower purchase price (solely to the extent the Investors continue to hold the shares issued in the Offering), with such protection to be effected through the issuance of additional shares of Veris’ common stock. In addition, the Company (i) granted the Investors a 100% participation right in future offerings of equity securities of the Company or its majority-owned subsidiaries, subject to existing participation rights of the Company’s debt holder, and (ii) agreed not to incur, and not to permit its majority-owned subsidiaries to incur, any indebtedness until August 18, 2026, subject to certain exceptions. In accordance with the Subscription Agreement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to file a registration statement covering the resale of the shares of the Company’s common stock issued in the Offering, including the shares underlying the Pre-Funded Warrants. This registration statement was filed and became effective as of April 15, 2025.

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”) 1,785,714 shares of common stock, par value $0.001 per share, of Veris (“Veris Common Stock”) and warrants to purchase 1,785,714 shares of Veris Common Stock (“Veris Warrants”), at a purchase price of $1.40 per share of Veris Common Stock. On the same day, Veris consummated the June 2025 Offering, generating gross proceeds to Veris of approximately $2.5 million. The proceeds of the offering will be used to continue development activities related to Veris’ implantable physiological monitor and for general working capital purposes.

Current 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.