8-K
PAVmed Inc. (PAVM)
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): August 14, 2025
| PAVMED INC. | ||
|---|---|---|
| (Exact<br> Name of Registrant as Specified in Charter) | ||
| Delaware | 001-37685 | 47-1214177 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 360 Madison Avenue, 25th Floor, New York, New York | 10017 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (917) 813-1828
| N/A |
|---|
| (Former<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement<br> 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<br> Stock, Par Value $0.001 Per Share | PAVM | The<br> 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. ☐
Item2.02. Results of Operations and Financial Condition.
On August 14, 2025, PAVmed Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter ended June 30, 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.
Item7.01. 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.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press release. |
| 104 | Cover<br> 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:<br> August 14, 2025 | PAVMED<br> INC. | |
|---|---|---|
| By: | /s/ Dennis McGrath | |
| Dennis<br> McGrath | ||
| President<br> and Chief Financial Officer |
Exhibit 99.1
PAVmedProvides Business Update and Reports Second Quarter 2025 Financial Results
Lucidprocessed 2,756 EsoGuard^®^ 2Q25 tests, recognized revenue of $1.2 million, and secured CAC meeting on Medicare LCD forEsoGuard to be held on September 4
VerisHealth completed 2Q25 financing, relaunched development of implantable physiological monitor, and initiated integration steps to launchcommercial phase with OSU-The James
Conferencecall and webcast to be held today, August 14, at 8:30 AM EDT
NEWYORK, August 14, 2025 - 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 quarter ended June 30, 2025.
ConferenceCall and Webcast
The webcast will take place on Thursday, August 14, 2025, 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.
BusinessUpdate Highlights
“PAVmed has stabilized its corporate structure, strengthened its balance sheet, and is positioned to advance its vision as a diversified commercial life sciences company with multiple independently-financed subsidiaries operating under a shared services model,” said Lishan Aklog, M.D., PAVmed’s Chairman and Chief Executive Officer. “The successful second quarter financings of both Lucid and Veris reflect investor confidence in their commercial potential and provide each company with capital needed to achieve important near-term milestones. Veris is now aggressively advancing towards final development and regulatory clearance of its implantable monitor, as well as completion the final steps toward full commercial engagement with our strategic partner, OSU-The James. We remain actively engaged in evaluating new opportunities to leverage PAVmed’s platform and further diversify our portfolio.”
Highlightsfrom the second quarter and recent weeks:
| ● | Lucid<br> Diagnostics announced second quarter 2025 financial results and key business developments,<br> including: |
|---|---|
| ○ | Recognized<br> $1.2 million in EsoGuard^®^ Esophageal DNA Test revenue for 2Q25 and<br> processed 2,756 EsoGuard tests. |
| --- | --- |
| ○ | MolDX-participating<br> Medicare Administrative Contractors (MACs) to convene medical experts at a Contractor<br> Advisory Committee (CAC) meeting of on September 4, 2025. |
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| ○ | Strengthened<br> balance sheet with underwritten public offering of common stock, netting approximately<br> $16.1 million in proceeds, extending runway into 2026. |
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| ○ | Initiated<br> patient testing and billing under first positive commercial insurance coverage policy for<br> EsoGuard from Highmark Blue Cross Blue Shield, which became effective May 26, 2025. |
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| ○ | Partnered<br> with Hoag, a nationally-recognized regional healthcare delivery network, to launch<br> a comprehensive EsoGuard esophageal precancer testing program. |
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| ● | Veris<br> completed a $2.5 million direct equity financing, supplementing a previous $2.4 million<br> financing at a $35 million pre-money valuation and is now sufficiently capitalized to fund<br> development of its implantable physiological monitor through FDA clearance. |
| --- | --- |
| ● | Veris<br> completed a long-term strategic partnership with The Ohio State’s James Cancer Hospital.<br> Integration with the hospital’s electronic health record (EHR) system is now in process,<br> with full commercial deployment of the Veris Cancer Care Platform to commence thereafter. |
| --- | --- |
| ● | Veris<br> advancing long-term strategic plan, which includes refining its commercial strategy and model<br> for its implantable physiological monitor, expanding commercial operations following FDA<br> clearance, and broadening its scope of its offering beyond remote patient monitoring to include<br> AI-enabled clinical decision support. |
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| ● | PAVmed<br> remains engaged in evaluating new opportunities to leverage its shared services model across<br> diverse sectors, including active discussions with academic medical centers with innovative<br> technologies that would leverage PAVmed and Lucid expertise in esophageal disease. |
| --- | --- |
FinancialResults:
| ● | For<br> the three months ended June 30, 2025, Operating expenses were approximately $4.7 million<br> which include stock-based compensation expenses of $0.2 million. GAAP net loss attributable<br> to common stockholders was approximately $13.3 million, or $(0.74) per common share on a<br> diluted basis. |
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| ● | As<br> shown below and for the purpose of illustrating the effect of stock-based compensation and<br> other non-cash income and expenses on the Company’s financial results, the Company’s<br> non-GAAP adjusted loss was approximately $1.8 million or $(0.11) per common share. |
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| ● | PAVmed<br> had cash and cash equivalents of $4.0 million as of June 30, 2025, compared to $1.2 million<br> as of December 31, 2024. |
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| ● | The<br> unaudited financial results for the three and six months ended June 30, 2025 were filed with<br> the SEC on Form 10-Q on August 14, 2025, and are available at www.pavmed.com or www.sec.gov. |
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PAVmedNon-GAAP Measures
| ● | To<br> supplement our financial results presented in accordance with U.S. generally accepted accounting<br> principles (GAAP), management provides certain non-GAAP financial measures of the Company’s<br> financial results. These non-GAAP financial measures include net loss before interest, taxes,<br> depreciation, and amortization (EBITDA) and non-GAAP adjusted loss, which further adjusts<br> EBITDA for stock-based compensation expense, loss on the issuance or modification of convertible<br> securities, the periodic change in fair value of convertible securities, and loss on debt<br> extinguishment. The foregoing non-GAAP financial measures of EBITDA and non-GAAP adjusted<br> loss are not recognized terms under U.S. GAAP. |
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| ● | Non-GAAP<br> financial measures are presented with the intent of providing greater transparency to the<br> information used by us in our financial performance analysis and operational decision-making.<br> We believe these non-GAAP financial measures provide meaningful information to assist investors,<br> shareholders, and other readers of our financial statements in making comparisons to our<br> historical financial results and analyzing the underlying performance of our results of operations.<br> These non-GAAP financial measures are not intended to be, and should not be, a substitute<br> for, considered superior to, considered separately from, or as an alternative to, the most<br> directly comparable GAAP financial measures. |
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| ● | Non-GAAP<br> financial measures are provided to enhance readers’ overall understanding of our current<br> financial results and to provide further information for comparative purposes. Management<br> believes the non-GAAP financial measures provide useful information to management and investors<br> by isolating certain expenses, gains, and losses that may not be indicative of our core operating<br> results and business outlook. Specifically, the non-GAAP financial measures include non-GAAP<br> adjusted loss, and its presentation is intended to help the reader understand the effect<br> of the loss on the issuance or modification of convertible securities, the periodic change<br> in fair value of convertible securities, the loss on debt extinguishment and the corresponding<br> accounting for non-cash charges on financial performance. In addition, management believes<br> non-GAAP financial measures enhance the comparability of results against prior periods. |
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| ● | A<br> reconciliation to the most directly comparable GAAP measure of all non-GAAP financial measures<br> included in this press release for the three and six months ended June 30, 2025 and 2024<br> are as follows: |
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Condensed Consolidated Statement of Operations (Unaudited)
| For the three months ended <br>June 30, | For the six months ended <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in thousands except per-share amounts) | ||||||||||||
| Revenue | $ | 6 | $ | 979 | $ | 14 | $ | 1,989 | ||||
| Operating expenses | 4,721 | 14,663 | 10,174 | 29,711 | ||||||||
| Other (Income) Expense | 7,609 | 1,230 | (16,460 | ) | 5,704 | |||||||
| Net (Income) Loss | 12,324 | 14,914 | (6,300 | ) | 33,426 | |||||||
| Net income (loss) per common share, diluted | $ | (0.74 | ) | $ | (1.19 | ) | $ | 0.13 | $ | (3.78 | ) | |
| Net income (loss) attributable to common stockholders | (13,308 | ) | (10,908 | ) | 4,386 | (33,696 | ) | |||||
| Preferred Stock dividends and deemed dividends | 1,387 | 81 | 2,661 | 7,657 | ||||||||
| Net income (loss) as reported | (11,921 | ) | (10,827 | ) | 7,047 | (26,039 | ) | |||||
| Adjustments: | ||||||||||||
| Depreciation and amortization expense^1^ | 22 | 305 | 65 | 891 | ||||||||
| Interest expense, net^2^ | (4 | ) | (99 | ) | (7 | ) | (156 | ) | ||||
| NCI ownership share of Interest and Depreciation adjustments | — | (40 | ) | — | (180 | ) | ||||||
| EBITDA | (11,903 | ) | (10,661 | ) | 7,105 | (25,484 | ) | |||||
| Other non-cash or financing related expenses: | ||||||||||||
| Stock-based compensation expense^3^ | 162 | 1,904 | 1,092 | 3,786 | ||||||||
| Operating expenses issued in stock^1^ | 53 | 140 | 103 | 163 | ||||||||
| Change in FV equity method investments | 10,643 | — | (10,361 | ) | — | |||||||
| Change in FV convertible debt^2^ | 200 | 566 | 249 | 2,728 | ||||||||
| Loss on debt extinguishment^2^ | — | 763 | 58 | 1,132 | ||||||||
| Debt modification expense | — | — | — | 2,000 | ||||||||
| NCI ownership share of non-GAAP adjustments | — | (363 | ) | — | (602 | ) | ||||||
| Non-GAAP adjusted (loss) | $ | (845 | ) | $ | (7,651 | ) | $ | (1,754 | ) | $ | (16,277 | ) |
| Non-GAAP shares outstanding, basic and diluted | 18,085 | 9,153 | 15,992 | 8,924 | ||||||||
| Non-GAAP adjusted (loss) income per share, basic and diluted | $ | (0.05 | ) | $ | (0.84 | ) | $ | (0.11 | ) | $ | (1.82 | ) |
**^1^**Included in general and administrative expenses in the financial statements.
^2^Included in other income and expenses.
^3^Stock-based compensation (“SBC”) expense included in operating expenses 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 <br>June 30, | For the six months ended <br>June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Cost of revenue | $ | 41 | $ | 1,666 | $ | 78 | $ | 3,411 | ||||
| Stock-based compensation expense^3^ | — | (44 | ) | — | (80 | ) | ||||||
| Net cost of revenue | 41 | 1,622 | 78 | 3,331 | ||||||||
| Amortization of acquired intangible assets | — | 105 | — | 477 | ||||||||
| Sales and marketing | 220 | 4,242 | 467 | 8,552 | ||||||||
| Stock-based compensation expense^3^ | (1 | ) | (387 | ) | (46 | ) | (790 | ) | ||||
| Net sales and marketing | 219 | 3,855 | 421 | 7,762 | ||||||||
| General and administrative | 3,670 | 7,009 | 8,053 | 13,688 | ||||||||
| Depreciation expense | (22 | ) | (200 | ) | (65 | ) | (414 | ) | ||||
| Operating expenses issued in stock | (53 | ) | (140 | ) | (103 | ) | (163 | ) | ||||
| Stock-based compensation expense^3^ | (148 | ) | (1,214 | ) | (944 | ) | (2,292 | ) | ||||
| Net general and administrative | 3,447 | 5,455 | 6,941 | 10,819 | ||||||||
| Research and development | 790 | 1,641 | 1,576 | 3,583 | ||||||||
| Stock-based compensation expense^3^ | (13 | ) | (259 | ) | (102 | ) | (624 | ) | ||||
| Net research and development | 777 | 1,382 | 1,474 | 2,959 | ||||||||
| Total operating expenses | 4,721 | 14,663 | 10,174 | 29,711 | ||||||||
| Depreciation and amortization expense | (22 | ) | (305 | ) | (65 | ) | (891 | ) | ||||
| Operating expenses issued in stock | (53 | ) | (140 | ) | (103 | ) | (163 | ) | ||||
| Stock-based compensation expense^3^ | (162 | ) | (1,904 | ) | (1,092 | ) | (3,786 | ) | ||||
| Net operating expenses | $ | 4,484 | $ | 12,314 | $ | 8,914 | $ | 24,871 |
AboutPAVmed 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-LookingStatements
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.
Investorand Media Contact
Matt Riley
PAVmed and Lucid Diagnostics
mjr@pavmed.com