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Form 8-K

sec.gov

8-K — PAVmed Inc.

Accession: 0001493152-26-013477

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001624326

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): March 30, 2026

PAVMED

INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-37685

47-1214177

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

360

Madison Avenue, 25th Floor, New York, New York

10017

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (917) 813-1828

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, Par Value $0.001 Per Share

PAVM

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On

March 30, 2026, PAVmed Inc. (the “Company”) issued a press release announcing financial results for its fiscal year

ended December 31, 2025 and providing a business update. A copy of the press release is attached to this report as Exhibit 99.1 and is

incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

The

disclosure set forth under Item 2.02 is incorporated herein by reference.

The

information furnished under Items 2.02 and 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of

the Company, except as shall be expressly set forth by specific reference in such document.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

99.1

Press release.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

March 30, 2026

PAVMED

INC.

By:

/s/

Dennis McGrath

Dennis

McGrath

President

and Chief Financial Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

PAVmed

Provides Business Update and Reports Fourth Quarter and Full Year 2025 Financial Results

PAVmed

strengthened its capital structure and relaunched its medical device portfolio under new leadership

Veris

Health advanced strategic partnership with OSU and progressed implantable physiological monitor toward FDA submission

Lucid

Diagnostics expanded EsoGuard healthcare system access and clinical evidence base

Conference

call and webcast to be held today, March 30, at 8:30 AM EST

NEW

YORK, March 30, 2026 - PAVmed Inc. (NASDAQ: PAVM) (“PAVmed” or the “Company”), a diversified commercial-stage

medical technology company, operating in the medical device, diagnostics, and digital health sectors, today provided a business update

for the Company and its subsidiaries, Lucid Diagnostics Inc. (NASDAQ: LUCD) (“Lucid”) and Veris Health Inc. (“Veris”),

and reported financial results for the fourth quarter and year ended December 31, 2025.

Conference

Call and Webcast

The

webcast will take place on Monday, March 30, 2026, at 8:30 AM and is accessible in the investor relations section of the Company’s

website at pavmed.com. Alternatively, to access the conference call by telephone, U.S.-based callers should dial 1-800-836-8184

and international listeners should dial 1-646-357-8785. All listeners should provide the operator with the conference call name “PAVmed

Business Update” to join.

Following

the conclusion of the conference call, a replay will be available for 30 days on the investor relations section of the Company’s

website at pavmed.com.

Business

Update Highlights

“Over

the past two years, we’ve undertaken a series of deliberate, systematic actions to fix PAVmed’s legacy capital structure

and strengthen its balance sheet,” said Lishan Aklog, M.D., PAVmed’s Chairman and Chief Executive Officer. “This

process is now complete and we believe PAVmed is exceptionally well positioned to execute on its founding mission — to operate

as a high-growth diversified commercial life sciences company with multiple independently financed subsidiaries operating under a shared

services model. Veris is now well underway in the commercial phase of its strategic engagement with OSU-The James while progressing its

implantable physiological monitor toward FDA submission. Lucid continues to maintain a strong commercial foundation as it approaches

transformative Medicare coverage for EsoGuard. We have also relaunched PAVmed’s medical device portfolio under experienced leadership

and completed the licensing of our endoscopic esophageal imaging technology from Duke University, adding another potential growth engine

to our pipeline.”

Highlights

from the fourth quarter and recent weeks:

PAVmed strengthened its balance sheet through the completion of a $30 million Series D preferred stock offering and a $15 million senior secured note financing. A portion of the proceeds from these activities was used to eliminate all previously outstanding convertible securities, removing a significant legacy capital structure overhang and extending the Company’s cash runway. In addition, the Company issued $30 million in Series D warrants, which are callable upon the publication of a draft CMS coverage policy for Lucid’s EsoGuard Esophageal DNA Test.

PAVmed relaunched its medical device portfolio and appointed industry veteran Joseph Virgilio as Chief Business Officer of Medical Devices to oversee development and commercialization of its current and future device portfolio, including the PortIO implantable intraosseous vascular access device and endoscopic esophageal imaging technology licensed from Duke University.

● Veris

advanced its strategic engagement with The Ohio State University’s James Cancer Hospital,

with the commercial phase well underway and full integration with the hospital’s electronic

health record (EHR) system now complete.

Veris is engaged with its development and manufacturing partner for its implantable physiological monitor, supporting a planned late 2026 FDA 510(k) submission.

● Lucid

Diagnostics announced fourth quarter and full year 2025 financial results and key

business developments, including:

Recognized $1.5 million in EsoGuard® Esophageal DNA Test revenue for 4Q25 and processed 3,664 EsoGuard tests.

Awarded U.S. Department of Veterans Affairs (VA) contract for EsoGuard, expanding access across the nation’s largest integrated healthcare system serving approximately nine million veterans.

○ Announced

positive data from the largest reported real-world experience of esophageal precancer

detection, evaluating Lucid’s EsoGuard and EsoCheck® Esophageal Cell

Collection Device in nearly 12,000 at-risk patients.

Financial

Results:

For the three months ended December 31, 2025, Operating expenses were approximately $6.9 million which include stock-based compensation expenses of $0.3 million. GAAP net loss attributable to common stockholders was approximately $1.8 million, or $(2.05) per common share on a diluted basis.

● As

shown below and for the purpose of illustrating the effect of stock-based compensation and

other non-cash income and expenses on the Company’s financial results, the Company’s

non-GAAP adjusted loss was approximately $0.9 million or $(1.05) per common share.

PAVmed had cash and cash equivalents of $1.5 million as of December 31, 2025, compared to $1.2 million as of December 31, 2024.

● The

audited financial results for the year ended December 31, 2025 were filed with the SEC on

Form 10-K on March 27, 2026, and are available at www.pavmed.com or www.sec.gov.

PAVmed

Non-GAAP Measures

To supplement our financial results presented in accordance with U.S. generally accepted accounting principles (GAAP), management provides certain non-GAAP financial measures of the Company’s financial results. These non-GAAP financial measures include net loss before interest, taxes, depreciation, and amortization (EBITDA) and non-GAAP adjusted loss, which further adjusts EBITDA for stock-based compensation expense, loss on the issuance or modification of convertible securities, the periodic change in fair value of convertible securities, and loss on debt extinguishment. The foregoing non-GAAP financial measures of EBITDA and non-GAAP adjusted loss are not recognized terms under U.S. GAAP.

Non-GAAP financial measures are presented with the intent of providing greater transparency to the information used by us in our financial performance analysis and operational decision-making. We believe these non-GAAP financial measures provide meaningful information to assist investors, shareholders, and other readers of our financial statements in making comparisons to our historical financial results and analyzing the underlying performance of our results of operations. These non-GAAP financial measures are not intended to be, and should not be, a substitute for, considered superior to, considered separately from, or as an alternative to, the most directly comparable GAAP financial measures.

● Non-GAAP

financial measures are provided to enhance readers’ overall understanding of our current

financial results and to provide further information for comparative purposes. Management

believes the non-GAAP financial measures provide useful information to management and investors

by isolating certain expenses, gains, and losses that may not be indicative of our core operating

results and business outlook. Specifically, the non-GAAP financial measures include non-GAAP

adjusted loss, and its presentation is intended to help the reader understand the effect

of the loss on the issuance or modification of convertible securities, the periodic change

in fair value of convertible securities, the loss on debt extinguishment and the corresponding

accounting for non-cash charges on financial performance. In addition, management believes

non-GAAP financial measures enhance the comparability of results against prior periods.

● A

reconciliation to the most directly comparable GAAP measure of all non-GAAP financial measures

included in this press release for the three months and year ended December 31, 2025 and

2024 are as follows:

Condensed Consolidated Statement of Operations (Unaudited)

For the three months ended

December 31,

For the year ended

December 31,

2025

2024

2025

2024

(in thousands except per-share amounts)

Revenue

$ 52

$ 10

$ 71

$ 2,995

Operating expenses

6,853

5 198

21,877

47,482

Other (Income) Expense

(4,046 )

(6 330)

(19,337 )

(72,914 )

Net (Income) Loss

2,755

(1,142 )

2,469

(28,427 )

Net income (loss) per common share, diluted

$ (2.05 )

$ 3.60

$ (5.63 )

$ 14.90

Net income (loss) attributable to common stockholders

(1,832 )

1,346

(3,774 )

31,966

Preferred Stock dividends and deemed dividends

569

85

4,175

7,825

Net income (loss) as reported

(1,263 )

1,431

401

39,791

Adjustments:

Depreciation and amortization expense1

18

69

105

1,198

Interest expense, net2

4

(8 )

(209 )

NCI ownership share of Interest and Depreciation

adjustments

(715 )

(715 )

(229 )

EBITDA

(1,960 )

1,504

(217 )

40,551

Other non-cash or financing related expenses:

Stock-based compensation expense3

232

733

1,707

6,449

Operating expenses issued in stock1

350

150

505

598

Gain on deconsolidation of subsidiary

(72,287 )

Change in FV equity method investments

(2,504 )

(125 )

(8,483 )

(532 )

Change in FV convertible debt2

2,940

(2,950 )

3,249

(462 )

Loss on debt extinguishment2

58

2,535

Debt modification expense

2,000

NCI ownership share of non-GAAP adjustments

(1,262 )

Non-GAAP adjusted (loss)

$ (942 )

$ (688 )

$ (3,141 )

$ (22,410 )

Non-GAAP shares outstanding, basic and diluted

893

361

670

322

Non-GAAP adjusted (loss) income per share, basic and diluted

$ (1.05 )

$ (1.91 )

$ (4.69 )

$ (69.51 )

1

Included in general and administrative expenses in the financial statements.

2

Included in other income and expenses.

3

Stock-based compensation (“SBC”) expense is included in operating expenses and is detailed as follows in the table

below by category within operating expenses for the non-GAAP Net operating expenses:

Reconciliation

of GAAP Operating Expenses to Non-GAAP Net Operating Expenses

(in thousands except per-share amounts)

For the three months ended

December 31,

For the year ended

December 31,

2025

2024

2025

2024

Cost of revenue

$ 86

$ 48

$ 218

$ 4,840

Stock-based compensation expense3

(112 )

Net cost of revenue

86

48

218

4,728

Amortization of acquired intangible assets

559

Sales and marketing

249

155

917

11,627

Stock-based compensation expense3

(2 )

(18 )

(61 )

(1,100 )

Net sales and marketing

247

137

856

10,527

General and administrative

4,691

4,188

16,250

24,524

Depreciation expense

(18 )

(69 )

(105 )

(639 )

Operating expenses issued in stock

(350 )

(150 )

(505 )

(598 )

Stock-based compensation expense3

(207 )

(653 )

(1,483 )

(4,370 )

Net general and administrative

4,116

3,316

14,157

18,917

Research and development

1,827

807

4,492

5,932

Stock-based compensation expense3

(23 )

(62 )

(163 )

(867 )

Net research and development

1,804

745

4,329

5,065

Total operating expenses

6,853

5,198

21,877

47,482

Depreciation and amortization expense

(18 )

(69 )

(105 )

(1,198 )

Operating expenses issued in stock

(350 )

(150 )

(505 )

(598 )

Stock-based compensation expense3

(232 )

(733 )

(1,707 )

(6,449 )

Net operating expenses

$ 6,253

$ 4,246

$ 19,560

$ 39,237

About

PAVmed and its Subsidiaries

PAVmed

Inc. is a diversified commercial-stage medical technology company operating in the medical device, diagnostics, and digital health sectors.

Its subsidiary, Lucid Diagnostics Inc. (NASDAQ: LUCD), is a commercial-stage cancer prevention medical diagnostics company that markets

the EsoGuard® Esophageal DNA Test and EsoCheck® Esophageal Cell Collection Device—the first and only

commercial tools for widespread early detection of esophageal precancer to mitigate the risks of esophageal cancer deaths. Its other

subsidiary, Veris Health Inc., is a digital health company focused on enhanced personalized cancer care through remote patient monitoring

using implantable biologic sensors with wireless communication along with a custom suite of connected external devices. Veris is concurrently

developing an implantable physiological monitor, designed to be implanted alongside a chemotherapy port, which will interface with the

Veris Cancer Care Platform.

For

more and for more information about PAVmed, please visit pavmed.com.

For

more information about Lucid Diagnostics, please visit luciddx.com.

For

more information about Veris Health, please visit verishealth.com.

Forward-Looking

Statements

This

press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are any statements

that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of PAVmed’s

and Lucid’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking

statements. Risks and uncertainties that may cause such differences include, among other things, volatility in the price of PAVmed’s

and Lucid’s common stock; general economic and market conditions; the uncertainties inherent in research and development, including

the cost and time required to advance PAVmed’s and Lucid’s products to regulatory submission; whether regulatory authorities

will be satisfied with the design of and results from PAVmed’s and Lucid’s clinical and preclinical studies; whether and

when PAVmed’s and Lucid’s products are cleared by regulatory authorities; market acceptance of PAVmed’s and Lucid’s

products once cleared and commercialized; PAVmed’s and Lucid’s ability to raise additional funding as needed; and other competitive

developments. In addition, new risks and uncertainties may arise from time to time and are difficult to predict. For a further list and

description of these and other important risks and uncertainties that may affect PAVmed’s and Lucid’s future operations,

see Part I, Item 1A, “Risk Factors,” in PAVmed’s and Lucid’s most recent Annual Report on Form 10-K filed with

the Securities and Exchange Commission, as the same may be updated in Part II, Item 1A, “Risk Factors” in any Quarterly Report

on Form 10-Q filed by PAVmed or Lucid after its most recent Annual Report. PAVmed and Lucid disclaim any intention or obligation to publicly

update or revise any forward-looking statement to reflect any change in its expectations or in events, conditions, or circumstances on

which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the

forward-looking statements.

Investor

and Media Contact

Matt

Riley

PAVmed

and Lucid Diagnostics

mjr@pavmed.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration