Form 8-K

8-K — PAVmed Inc.

Accession: 0001493152-26-023352

Filed: 2026-05-15

Period: 2026-05-15

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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2026-05-15

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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): May 15, 2026

PAVMED

INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-37685

47-1214177

(State

or Other Jurisdiction

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 ☐

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.

May 15, 2026, PAVmed Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter

ended March 31, 2026 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:

May 15, 2026

PAVMED

INC.

By:

/s/

Dennis McGrath

Dennis

McGrath

President

and Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

PAVmed

Provides Business Update and Reports First Quarter 2026 Financial Results

Veris

Health progressed commercial expansion and advanced implantable physiological monitor development toward FDA submission

Lucid

Diagnostics continued building commercial momentum and strengthened its balance sheet ahead of key upcoming reimbursement milestones

PAVmed

advanced its relaunched medical device portfolio; evaluation of additional acquisition opportunities ongoing

Conference

call and webcast to be held today, May 15, at 8:30 AM EST

NEW

YORK, May 15, 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 first quarter ended March 31, 2026.

Conference

Call and Webcast

The

webcast will take place on Friday, May 15, 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

“PAVmed

now has a significantly simplified capital structure and strengthened balance sheet, positioning the Company to focus on execution across

our core businesses and evaluate additional asset acquisition opportunities aligned with our long-term growth strategy,” said Lishan

Aklog, M.D., PAVmed’s Chairman and Chief Executive Officer. “Veris continues to expand its commercial engagement with

OSU-The James while progressing development of its implantable physiological monitor toward FDA submission, and Lucid continues to build

commercial momentum for EsoGuard with a strengthened balance sheet pending Medicare coverage. We are also actively advancing multiple

technologies within our relaunched medical device portfolio under Joseph Virgilio’s leadership, while increasingly leveraging his

experience building and scaling growth-stage businesses.”

Highlights

from the first quarter and recent weeks:

● Relaunched

PAVmed medical device portfolio progressed multiple device opportunities under the leadership

of Joseph Virgilio, including the PortIO implantable intraosseous vascular access device

and endoscopic esophageal imaging technology licensed from Duke University. In addition to

overseeing development and commercialization of the current and future device portfolio,

Mr. Virgilio is also assuming broader responsibilities aligned with his experience building

and scaling growth-stage medtech businesses.

● Veris

continued development of its implantable physiological monitor, with presubmission and testing

activities expected to begin soon in support of a planned FDA 510(k) submission.

● Veris

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

Hospital, with the commercial phase underway, expansion into additional departments in progress,

and continued positive clinical and administrative feedback.

● Lucid

Diagnostics announced first quarter 2026 financial results and key business developments,

including:

◌ Recognized

$1.3 million in EsoGuard® Esophageal DNA Test revenue for 1Q26 and

processed 3,177 EsoGuard tests.

◌ Strengthened

balance sheet with underwritten public offering of common stock, netting approximately

$17 million in proceeds; ended 1Q26 with $45 million in proforma cash, extending

runway into 2027.

◌ Strong

presence at Digestive Disease Week (DDW), which included multiple EsoGuard abstracts,

extensive engagement with the gastroenterology community, and a preview of a major upcoming

clinical practice guideline update recommending EsoGuard and EsoCheck® as

the only non-endoscopic test with high certainty of evidence.

Financial

Results:

● For

the three months ended March 31, 2026, Operating expenses were approximately $8.1 million

which include stock-based compensation expenses of $0.2 million. GAAP net loss attributable

to common stockholders was approximately $7.0 million, or $(4.42) 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 $1.9 million or $(1.17) per common share.

● PAVmed

had cash and cash equivalents of $6.5 million as of March 31, 2026, compared to $1.5 million

as of December 31, 2025.

● The

unaudited financial results for the three months ended March 31, 2026 were filed with the

SEC on Form 10-Q on May 14, 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 ended March 31, 2026 and 2025 are as

follows:

For

the three months ended

March31,

(in thousands

except per-share amounts)

2026

2025

Revenue

$ 22

$ 8

Operating expenses

8,057

5,454

Other

(Income) Expense

(6,971 )

(24,069 )

Net

(Income) Loss

1,064

(18,623 )

Net income (loss) per common

share, diluted

$ (4.42 )

$ 10.10

Net income (loss) attributable

to common stockholders

(6,988 )

17,695

Preferred Stock dividends

and deemed dividends

6,928

1,273

Net

income (loss) as reported

(60 )

18,968

Adjustments:

Depreciation

and amortization expense1

Interest

expense, net2

(16 )

(4 )

NCI

ownership share of Interest and Depreciation adjustments

(251 )

—

EBITDA

(307 )

19,007

Other non-cash or financing

related expenses:

Stock-based

compensation expense3

182

930

Operating

expenses issued in stock1

1,951

Change in FV equity method

investments

(1,878 )

(21,004 )

Change

in FV convertible debt2

(3,260 )

Loss on

debt extinguishment2

3,422

Change in fair value –

warrant liability

(1,831 )

—

Change

in fair value – rights liability

(30 )

—

Non-GAAP

adjusted (loss)

$ (1,851 )

$ (910 )

Non-GAAP shares outstanding,

basic and diluted

1,581

463

Non-GAAP adjusted (loss)

income per share, basic and diluted

$ (1.17 )

$ (1.97 )

Included in general and administrative expenses in the financial statements.

Included in other income and expenses.

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:

For

the three months ended

March 31,

(in thousands

except per-share amounts)

2026

2025

Cost of revenue

$ 97

$ 36

Stock-based

compensation expense3

—

Net

cost of revenue

Sales and marketing

216

247

Stock-based

compensation expense3

(5 )

(45 )

Net

sales and marketing

211

202

General and administrative

6,356

4,384

Depreciation expense

(20 )

(43 )

Operating expenses issued

in stock

(1,951 )

(50 )

Stock-based

compensation expense3

(155 )

(796 )

Net

general and administrative

4,230

3,495

Research and development

1,388

787

Stock-based

compensation expense3

(22 )

(89 )

Net

research and development

1,366

698

Total operating expenses

8,057

5,454

Depreciation and amortization

expense

(20 )

(43 )

Operating expenses issued

in stock

(1,951 )

(50 )

Stock-based

compensation expense3

(182 )

(930 )

Net

operating expenses

$ 5,904

$ 4,431

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

Vice

President

PAVmed

and Lucid Diagnostics

mjr@pavmed.com

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