PAVM 10-K & 10-Q changes, risk factors and insider trading

In our December 31, 20242025 consolidated financial statements, we have concluded and stated that our recurring losses from operations, recurring cash flows used in operations and the requirement that we will need to raise additional capital in order to fund our ongoing operations beyond March 2026 raise substantial doubt regarding our ability to continue as a going concern. Additionally, our independent registered public accounting firm’s report on our consolidated financial statements includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Our plans to address this going concern risk include pursuing further financings at PAVmed inor additionour to the recently completed Series C Preferred Stock Debt Exchange and the PAVmed and Veris Common Stock Offering (we recently raised over $2.4 million in such offering)subsidiaries, and pursuing additional offerings of debt and/or equity securities. The consolidated financial statements do not include any adjustments that might result from our inability to consummate such offerings or our ability to continue as a going concern. Moreover, there is no assurance if we consummate additional offerings, we will raise sufficient proceeds in such offerings to pay our financial obligations as they become due. These factors raise substantial doubt about our ability to continue as a going concern.

We and our subsidiaries have faced significant challenges raising capital under the current market conditions, and therefore are highly dependent on the ability of each of our subsidiaries to raise capital to fund its own and our operations.conditions.

Due to challenging market conditions, we have found it difficult to raise capital directly into PAVmed (notwithstandingor our recent $2.37 million capital raise at PAVmed). As a result, we have become highly dependent on the ability of eachany of our subsidiaries to raise capital to fund their own operations.subsidiaries. There is no assurance that we or our subsidiaries will be able to raise capital as needed to fund itsour or their future operations, or that any of us or them will be able to do so on commercially reasonable terms. Accordingly, the failure of us or any of our subsidiaries to raise the capital we or it needs to fund its operations, could have a material adverse effect on us and/or the portion of our business related to such subsidiary.

In addition, because of the challenges PAVmed has faced in terms of raising capital, we are highly dependent on our subsidiaries, including Lucid Diagnostics, as resources for funding our operations (notably, PAVmed mayhas electrecently elected that Lucid Diagnostics satisfy its obligations under our management services agreement through cash payment and, under the terms of our outstanding convertible debt, we are required to elect to receive such payments in cash). In addition, under the terms of our outstanding convertible debt, if the price per share of our common stock is less than the $1.068 conversion price of our Series C Preferred Stock, we are required to reserve 50% of all management services agreement fees we receive, unless the holder of our debt waives such requirement (which it has through March 31, 2025). If Lucid Diagnostics is unable to continue to make any such cash payments we elect to receive, or if we are so required to reserve 50% of the management services agreement fees we receive, or if Lucid Diagnostics determines to terminate the management services agreement (i.e., because it retains its own management team to oversee its operations), and PAVmed is unable to raise sufficient capital itself, it may not have sufficient capital to fund its operations, which in turn could have a material adverse effect on our business.

If we are successful in raising capital directly or through our subsidiaries, such transaction would dilute our shareholders' interests in PAVmed, and/or PAVmed’s (and accordingly, our shareholders’) interest in such subsidiaries, which in turn could reduce the proceeds available to PAVmed (and its shareholders) upon any disposition or liquidation of PAVmed or any such subsidiaries. In addition, the terms of any such investment into our subsidiaries could contain covenants and other restrictions that impair PAVmed’s control over such subsidiaries or the manner in which such subsidiaries operate.

Our subsidiary Lucid may issue shares of its common and/or preferred stock in the future, and the holder of our convertible debt may exchange such debt for our shares of Lucid common stock.future. These events could reduce the percentage equity interest of PAVmed in Lucid.Lucid, and thereby reduce its influence over matters subject to a shareholder vote and otherwise adversely affect your investment in PAVmed.

As PAVmed beneficially owned approximately 27.5% as of theDecember date31, hereof,2025 ifand the27.1% maximum amountas of March 23, 2026 of our outstanding common stock (with such percentage inclusive of shares of our common stock underlying Lucid’sgranted outstandingbut convertibleunvested securitiesrestricted werestock issued (includingawards and shares ofover Lucidwhich commonPAVmed stockotherwise issuedhas asbeen agranted dividendvoting thereon),control by the percentageholder of shares of Lucid common stock held by PAVmed would be reduced from approximately 34% to approximately 18%.thereof). This reduced percentage would be further diluted in the event of future convertible debt or stock issuances by Lucid or by issuances under Lucid’s long-term incentive plan and employee stock purchase plan. While PAVmed may still hashave a significant ownership interest in Lucid in such event, the more its interest in Lucid is diluted, the less influence it will have on matters requiring shareholder approval, including the election of Lucid’s board of directors.

If PAVmed’s ownership interest (in terms of voting power) in Lucid declines, depending on the extent of such decline, PAVmed may no longer be deemed to primarily control Lucid for the purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”). In such event, the securities of Lucid held by PAVmed would no longer be excluded under certain tests used to determine whether PAVmed is deemed to be an investment company under the Investment Company Act. PAVmed still could claim that it otherwise does not meet the definition of an investment company, or that it qualifies for an exemption therefrom, but there can be no assurance that any such claim would be tenable or any such exemption would be available.

If PAVmed was deemed to be an investment company, it could seek to rely on the temporary exemption for transient investment companies. If it was not able to rely on such exemption, or the period for relief under such exemption expired and PAVmed was still deemed to be an investment company, PAVmed could be forced to register as an investment company and comply with substantive requirements under the Investment Company Act, including limitations on its ability to borrow, limitations on its capital structure, restrictions on acquisitions of interests in associated companies, prohibitions on transactions with affiliates, restrictions on specific investments, and compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations. If PAVmed were forced to comply with the Investment Company Act, its operations would significantly change, and it would be prevented from successfully executing its business strategy. If PAVmed was forced to sell assetsor distribute to its shareholders its interest in Lucid to avoid regulation under the Investment Company Act, it also could be prevented from successfully executing its business strategy.

We and our subsidiaries may be required to repay or redeem, or to pay interest on, the September 2022 Senior Convertible2026 Note or any future permitted indebtedness incurred by us or our subsidiaries, in cash. DespiteFor ourexample, right to pay the interest and principal balance of the September 2022 Senior Convertible Note by issuing shares of our common stock, we may be required to repay such indebtedness in cash, ifwhile we do not meethave certainto customarymake equityany conditionsprincipal (includinginstallment payments on under the 2026 Note prior to maturity in 2029, under the terms of such debt, we will owe annual cash interest payments of approximately $2.25 million, and are required to maintain a minimum pricecash andbalance volumeof thresholds)$5 ormillion, inwhich certainminimum otherbalance circumstances. Forincreases example,to $8 million as of July 1, 2026. Moreover, we may be required to repay the outstanding principal balance and accrued but unpaid interest, along with a premium, upon the occurrence of certain changes of control or an event of default.

Our ability to make payments of the principal of, to pay interest on, or to redeem our indebtedness in cash, and to meet our minimum cash balance obligations, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. We have not generated material revenue from operations to date, and our business may not generate cash flow from operations in the future sufficient to service our indebtedness and make necessary capital expenditures. In addition, the September 2022 Senior Convertible2026 Note contains, and any future indebtedness may contain, restrictive covenants, including financial covenants. These payment obligations and covenants could have important consequences on our business. In particular, they could:

The debt service requirements of any other permitted indebtedness we incur or issue in the future, as well as the restrictive covenants contained in the governing documents for any such indebtedness, could intensify these risks. For example, fromwe timemay tofall time since the dateout of issuancecompliance such restrictive covenants. There is no assurance that the holder of the September2026 2022 Convertible Note, the Company was not in compliance with certain financial covenants thereunder. The holders of such notes agreed to waive any such non-compliance through December 31, 2025. There is also no assurance that the holdersNote will be willing to waive any future non-compliance with this or any other provision under the September 2022 Senior Convertible Note,non-compliance, or if they are willing to do so, if the terms on which they are so willing will be acceptable to us.

If we are unable to make the required cash payments, there could be a default under one or more of the instruments governing our indebtedness. Any such default or acceleration may further result in an event of default and acceleration of our other indebtedness. In such event, or if a default otherwise occurs under our indebtedness, including as a result of our failure to comply with the financial or other covenants contained therein, the holders of our indebtedness could require us to immediately repay the outstanding principal and interest on such indebtedness in cash, in some cases subject to a premium. Furthermore, the holdersholder of our secured indebtedness could foreclose on their its security interestsinterest in our assets.

Notwithstanding that we were recently able to raise capital directly into PAVmed and that we believe we have sufficient access to capital (including under our management services agreement with Lucid Diagnostics) to maintain our current level of business activity, we intend to raise additional capital, likelydirectly or through each of our subsidiaries, to support any business growth.growth and our long term business operations. Because we have not in the near term generated substantial revenue or cash flow to date, unless we are able to generate substantial revenue in the near-term (which we do not anticipate being able to do), we will require additional funds to:

If we do not have, or are not able to obtain, sufficient funds, we may have to delay product acquisition or development initiatives or license to third parties the rights to commercialize products or technologies we would otherwise seek to market. We also may have to reduce marketing, customer support or other resources devoted to our products.

To grow our business as planned, we must expand our acquisition, research and development sales, marketing and customer support capabilities, which will involve developing and administering our commercial infrastructure and/or collaborative commercial arrangements and partnerships. We must also maintain satisfactory arrangements for the manufacture and distribution of our tests and other products.

Initially, Currently, we willdo not directly manufacture our products and will rely on third parties to do so for us. If our manufacturing and distribution agreements are not satisfactory, we may not be able to develop or commercialize products as planned. In addition, we may not be able to contract with third parties to manufacture our products in an economical manner. Furthermore, third-party manufacturers may not adequately perform their obligations, may delay clinical development or submission of products for regulatory approval or otherwise may impair our competitive position. We may not be able to enter into or maintain relationships with manufacturers that comply with good manufacturing practices. If a product manufacturer fails to comply with good manufacturing practices, we could experience significant time delays or we may be unable to commercialize or continue to market the products. Changes in our manufacturers could require costly new product testing and facility compliance inspections. In the United States, failure to comply with good manufacturing practices or other applicable legal requirements can lead to federal seizure of violative products, injunctive actions brought by the federal government, and potential criminal and civil liability on the part of a company and its officers and employees. Because of these and other factors, we may not be able to replace our manufacturing capacity quickly or efficiently in the event that our manufacturers are unable to manufacture our products at one or more of their facilities. As a result, the sales and marketing of our products could be delayed or we could be forced to develop our own manufacturing capacity, which could require substantial additional funds and personnel and compliance with extensive regulations.

We may expend considerable funds and other resources on the development of new and existing products without any guarantee these products will be successful. For example, we recently hired a Chief Business Officer of Medical Devices and we expect to make meaningful investments in the technologies that comprise the business segment he will oversee (e.g., PortIO, and the technology we license from Duke University that is comprised of a multi-modality probe combining a/LCI with OCT). If we are not successful in bringing one or more of these or any other products to market, whether because we fail to address marketplace demand, fail to develop viable technologies or otherwise, we may not generate any revenues and our results of operations could be seriously harmed.

EsoGuard’s PLA code 0114U has been granted “gapfill” determination through the CMS CLFS process, allowing us to engage directly with Medicare Administrative Contractor (“MAC”) Palmetto GBA, whose Molecular Diagnostics Program (“MolDx”) performs technical assessment of molecular diagnostic tests on behalf of itself and other MACs. Although CMS granted EsoGuard final Medicare payment determination of $1,938.01, effective January 1, 2021, we have not received a final Medicare local coverage determination from MolDx. Most recently, in May 2023, a final Local Coverage Determination (“LCD”) L39256, entitled “Molecular Testing for Detection of Upper Gastrointestinal Metaplasia, Dysplasia, and Neoplasia” became effective on the CMS website by MAC Palmetto GBA. (A substantially identical LCD was published by Noridian Healthcare Solutions, the MAC whose geographic jurisdiction covers our CLIA laboratory in Lake Forest, CA.CA). The LCD outlines criteria for future coverage that MolDX expects upper gastrointestinal precancer and cancer molecular diagnostic tests to meet. These criteria include active GERD with at least two risk factors, as well as evidence of analytic validity, clinical validity, and clinical utility. Although the LCD indicated that it found that no currently existing test has fulfilled all these criteria, it indicated that it will “monitor the evidence and may revise this determination based on the pertinent literature and society recommendations.” In November 2024, we announced that we submitted to MolDx our 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. However, there can be no assurance that MolDx will determine that EsoGuard meets the criteria for coverage as specified in the LCD. If Lucid is not granted coverage, or if a determination is substantially delayed, that could have a material adverse effect on Lucid’s ability to commercialize EsoGuard.

If we are unable to obtain favorable decisions from third-party payors, including CMS and managed care organizations, approving reimbursement at adequate levels for our EsoGuard test and EsoCheck device, and any other product or service we may develop, or if coverage is later revoked or reimbursement levels are reduced, our commercial success will be compromised, our ability to raise capital may be restricted and our revenues would be significantly limited. Healthcare providers may be reluctant to prescribe our products if they believe that reimbursement for the test will not be available for a significant number of their patients.

Once regulatory approval has been obtained, the approved product and its manufacturer are subject to continual review by the FDA or non-U.S. regulatory authorities. Our regulatory approval for any products we may develop may be subject to limitations on the indicated uses for which the product may be marketed. Future approvals may contain requirements for potentially costly post-marketing follow-up studies to monitor the safety and efficacy of the approved product. In addition, we are subject to extensive and ongoing regulatory requirements by the FDA and other regulatory authorities with regard to the labeling, packaging, adverse event reporting, storage, advertising, promotion and recordkeeping for our products. In addition, we are required to comply with cGMP regulations regarding the manufacture of any products we may develop, which include requirements related to quality control and quality assurance as well as the corresponding maintenance of records and documentation. Further, regulatory authorities must approve these manufacturing facilities before they can be used to manufacture drug products, and these facilities are subject to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with cGMP regulations. If we or a third party discover previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory authority may impose restrictions on that product, the manufacturer or us, including requiring withdrawal of the product from the market or suspension of manufacturing.

We may issue shares of our common and /or preferred stock in the future (including shares of our common stock upon exercise of the outstanding Series D warrants) which could reduce the equity interest of our stockholders and might cause a change in control of our ownership.

The holder of our convertible debt and the holder of our Seriesdebt C Preferred Stock havehas certain rights with respect to the shares in Lucid Diagnostics that we own, which may have a material impact on the return on any investment in shares of our common stock.

Under the terms of the September2026 2022 Senior Convertible Note andNote, the Series C Preferred Stock, the holdersholder thereof havehas certain rights that may impact the extent to which our shareholders would participate in any disposition of our shares of Lucid Diagnostics. For example, any change of control of Lucid Diagnostics or any other disposition by us of our shares of Lucid Diagnostics requires the consent of such holders. In addition, so long as any shares of our Series C Preferred Stock remain outstanding, the holder of the September 2022 Senior Convertible Note may elect to exchange any or all of such debt for the shares of Lucid Diagnostics we own at an exchange price of $0.85 per share (and as of March 20, 2025, the closing bid price of a share of Lucid Diagnostics’ common stock was $1.57). Further, upon any change of control of Lucid Diagnostics (so long as our shares of Lucid Diagnostics represent all or anysubstantially other transaction involving the dispositionall of our sharesassets) inrequires the consent of such holder. Further, upon any such change of control of Lucid Diagnostics, we are obligated to use the proceeds thereof to redeem the September 2022 Senior Convertible2026 Note (for a redemption price equal to the outstanding principal balance of the Note plus any interest that would accrue thereon through maturity) at a(not premiumto exceed two years of 132.5%,interest). and,Such moreover,redemption we may elect to use a portion of the proceeds of such transaction to redeem our outstanding Series C Preferred Stock (i.e., in lieu of allowing such holder to exchange the debt for our Lucid shares or to convert the Series C Preferred Stock into shares of our common stock, in each case at a more favorable price), whichpayment in turn would substantially reduce the proceeds available to holders of our common stock as a result of such transaction. Any or all of these events could have a material impact on the return on any investment in shares of our common stock.

As of DecemberMarch 31,27, 2024,2026, there were 11,198,9776,383,089 shares of our common stock issued and outstanding, and, as of such date, we also had issued and outstanding:

(i) stock options to purchase 1,065,31984,315 shares of our common stock at a weighted average exercise price of $25.50$197.02 per share, with such total number inclusive of both stock options granted under the PAVmed Inc. 2014 Long-Term Incentive Equity Plan (“PAVmed 2014 Equity Plan”); 247,109 1,500,879 shares of our common stock reserved for issuance, but not subject to outstanding stock-based equity awards under the PAVmed 2014 Equity Plan; and 139,86315,774 shares of our common stock reserved for issuance under the PAVmed Inc. Employee Stock Purchase Plan (“PAVmed ESPP”) (ii) 11,937,450 Series Z Warrants, representing the right to purchase 795,830 shares of the Company’s common stock at an exercise price of $23.48 per whole share; and (iii) 1,412,865 shares of Series B Convertible Preferred Stock, convertible into 94,191 shares of our common stock.

(ivii) 25,000 1,559,991 shares of Series CB Convertible Preferred Stock, convertible into 23,408,2403,467 shares of our common stock; and (assumingiii) 30,000 Series D Preferred Warrants, representing the right to purchase 4,615,393 shares of Seriesthe CCompany’s Preferredcommon Stock were converted in full on such datestock at thean fixed conversionexercise price of $1.068$6.50 per share).whole share.

On February 15, 2024, the Company distributed by special dividend to the Company stockholders 3,331,747 shares of Lucid Diagnostics common stock held by the Company. On such date, each PAVmed shareholder as of the January 15, 2024 record date received a stock dividend of approximately 38 shares of Lucid common stock for approximately every 1003 shares of PAVmed common stock they held as of such date. However, our Board of Directors has no intention to make any further distributions of shares of Lucid common stock or other assets at this time.

Provisions in our corporate charter and our bylaws may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors. Because our Board of Directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. Among others, these provisions include the following.

EsoGuard Medicare Coverage (Lucid)

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.

Clinical Study Publications (Lucid)

The Company’s subsidiaries include Lucid Diagnostics, which is a commercial-stage cancer prevention medical diagnostics company that markets the EsoGuard® Esophageal DNA Test and EsoCheck® Esophageal Cell Collection Device, and of which the Company is the largest voting stockholder,stockholder at approximately 25%, and Veris Health, which is 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.

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,determination or (“LCD,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,Gastroenterology or (“ACG,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.

As part of the LCD reconsideration process, MolDx-participating Medicare Administrative Contractors convened a Contractor Advisory Committee,Committee or (“CAC,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, AGAAmerican (asGastroenterological defined belowAssociation)) 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.

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. Subsequent to June 30, 2026, through August 13, 2026, the Company sold 675,679 shares through the ATM equity facility for net proceeds of approximately $2.8 million, after payment of 3% commissions, or approximately $0.1 million. Following these sales, the Company has fully utilized the capacity available under the ATM equity facility, and no additional shares remain available for issuance thereunder.

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 threesix months ended MarchJune 31,30, 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, ofor approximately $0.2 million.

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.occur.

We expect that our gross margin for our services willmay fluctuate based on the commercialization efforts of our subsidiaries.

General and administrative expenses includesinclude 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.company.

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.

The three months ended MarchJune 31,30, 2026 as compared to three months ended MarchJune 31,30, 2025

In the three months ended MarchJune 31,30, 2026, revenue was relatively flat, at less than $0.1 million, as compared to the corresponding period in the prior year.

In the three months ended MarchJune 31,30, 2026, the cost of revenue costs werewas 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.

In the three months ended MarchJune 31,30, 2026, sales and marketing costs remained relatively flat, at approximately $0.2 million, as compared to the corresponding period in the prior year.

In the three months ended MarchJune 31,30, 2026, general and administrative costs were approximately $6.4$4.7 millionmillion, as compared to $4.4$3.7 million for the corresponding period in the prior year. The net increase of $2.0$1.0 million principally related to:

In the three months ended MarchJune 31,30, 2026, research and development costs were approximately $1.4$2.1 millionmillion, as compared to $0.8 million for the corresponding period in the prior year. The net increase of $0.6$1.3 million principally related to the research and development costs incurred at Veris for the implantable physiological monitor.

The three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 - continued

In the three months ended MarchJune 31,30, 2026 and 2025, the change in the fair value of our convertible notes was approximately $3.4$0.6 million of income and $0.1$0.2 million of expense, respectively, related to the April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note,Note and the 2026 Note.Note (as defined in Note 9, Debt, to the Financial Statements). The April 2022 Senior Convertible Note, the September 2022 Senior Convertible Note and the 2026 Note,Note were initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value as of each reporting period date.

In the three months ended MarchJune 31,30, 2026, management fee income remained flat at $3.2 millionmillion, as compared to the corresponding period in the prior year.

In the threesix months ended MarchJune 31,30, 2026, a debt extinguishment loss in the aggregate of approximately $3.4 million was recognized in connection with the redemption of the September 2022 Senior Convertible Note, as discussed below.

In the threesix months ended MarchJune 31,30, 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.

At MarchJune 31,30, 2026, the fair value of the Company’s investment in Lucid was $36.0$33.5 million, with the companyCompany recognizing an unrealized gainloss on its investment in Lucid of $1.9$0.6 million in the accompanying unaudited condensed consolidated statements of operations for the threesix months ended MarchJune 31,30, 2026. The fair value of common shares of Lucid held by the Company was determined using the $1.15$1.07 closing price per share of Lucid’s common stock as of MarchJune 31,30, 2026, as compared to Lucid’s common stock price per share of $1.09 at December 31, 2025.

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$7.7 million and used approximately $2.6$5.3 million of cash in operations for the threesix months ended MarchJune 31,30, 2026. Financing activities provided $7.6 million of cash during the threesix months ended MarchJune 31,30, 2026. We ended the quarter with cash on-hand of $6.5$3.8 million as of MarchJune 31,30, 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.

During the threesix months ended MarchJune 31,30, 2026

On September 8, 20222022, 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 fullrefinanced in connection with the February 2026 Financing (as defined below).

On February 3, 2026, we consummated a series of financing-related transactions (the “February 2026 Financing”), in connection with which we refinanced the September 2022 Senior Secured Convertible Note by issuing to the holder thereof an amended and restated September 2022 Senior Secured Convertible Note with a face value principal of $15.0 million (the “2026 Note”). The 2026 Note has an initial contractual maturity date of February 3, 2029. Effective as of June 30, 2026, the Company and the Holder agreed to amend the Minimum Cash Covenant (as defined above) under the 2026 Note to provide that the amount of the Company’s available cash will equal or exceed $2.5 million as of each Measurement Date (as defined above) (or, for any Measurement Date on or after September 15, 2026, $8.0 million), provided that the amendment will be deemed null and void unless by August 25, 2026, the Company is able to deposit $5 million in a blocked account formed for the benefit of the Holder. Accordingly, the Company was in compliance with all covenants under the 2026 Note as of June 30, 2026.

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. Subsequent to June 30, 2026, through August 13, 2026, the Company sold 675,679 shares through the ATM equity facility for net proceeds of approximately $2.8 million, after payment of 3% commissions, or approximately $0.1 million. Following these sales, the Company has fully utilized the capacity available under the ATM equity facility, and no additional shares remain available for issuance thereunder.