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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): November 13, 2025

 

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 November 13, 2025, PAVmed Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter ended September 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.

 

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: November 13, 2025 PAVMED INC.
   
  By: /s/ Dennis McGrath
    Dennis McGrath
    President and Chief Financial Officer

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

PAVmed Provides Business Update and Reports Third Quarter 2025 Financial Results

 

Veris Health launched commercial phase of strategic partnership and

relaunched development of implantable physiological monitor

 

PAVmed signed letter of intent (LOI) to license groundbreaking endoscopic esophageal imaging technology

 

Conference call and webcast to be held today, November 13, at 8:30 AM EST

 

NEW YORK, November 13, 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 September 30, 2025.

 

Conference Call and Webcast

 

The webcast will take place on Thursday, November 13, 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.

 

Business Update Highlights

 

“Over the past 18 months, we have taken decisive steps to stabilize PAVmed’s corporate structure and strengthen its balance sheet, and we believe we are entering the final stages of that process,” said Lishan Aklog, M.D., PAVmed’s Chairman and Chief Executive Officer. “As our subsidiaries continue to execute and advance toward major milestones, we expect PAVmed to benefit directly from their success. Veris is progressing toward FDA submission of its implantable physiological monitor, expanding its partnership with OSU-The James, and developing new value-add capabilities beyond remote patient monitoring. Lucid remains firmly on track as it approaches transformative Medicare coverage for EsoGuard, supported by a strengthened balance sheet, continued commercial execution, and a new world-class market access team driving payor engagement. We also signed a letter of intent with Duke University to license a promising endoscopic imaging technology, adding another potential growth engine to our innovation pipeline.”

 

 

 

Highlights from the third quarter and recent weeks:

 

Veris launched commercial phase of strategic partnership with The Ohio State University James Cancer Hospital, advancing deployment of the Veris Cancer Care Platform.
   
Veris fully relaunched implantable physiological monitor development in preparation for a planned 2026 FDA 510(k) submission.
   
Veris completed a long-term strategic partnership with The Ohio State’s James Cancer Hospital. Integration with the hospital’s electronic health record (EHR) system is now in process, with full commercial deployment of the Veris Cancer Care Platform to commence thereafter.
   
Veris continued executing on its expanded vision, focusing on commercial expansion and value-add offerings beyond remote patient monitoring (RPM), including clinical support services and AI-based clinical decision tools such as risk stratification.
   
PAVmed signed a letter of intent to license, through a newly formed subsidiary, groundbreaking endoscopic esophageal imaging technology, as it continues to evaluate new opportunities to leverage its shared services model across diverse sectors.
   
Lucid Diagnostics announced third quarter 2025 financial results and key business developments, including:

 

  Recognized $1.2 million in EsoGuard® Esophageal DNA Test revenue for 3Q25 and processed 2,841 EsoGuard tests.
  Medicare Contractor Advisory Committee (CAC) meeting held where medical experts unanimously supported Medicare coverage for EsoGuard.
  Strengthened balance sheet with underwritten public offering of common stock, netting approximately $27.0 million in proceeds.

 

 

 

  Recruited world-class market access team focused on payor engagement, broad insurance coverage, and patient access.

 

Financial Results:

 

For the three months ended September 30, 2025, Operating expenses were approximately $4.8 million which include stock-based compensation expenses of $0.4 million. GAAP net loss attributable to common stockholders was approximately $6.3 million, or $(0.29) 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 $0.4 million or $(0.02) per common share.
   
PAVmed had cash and cash equivalents of $3.1 million as of September 30, 2025, compared to $1.2 million as of December 31, 2024.
   
The unaudited financial results for the three and nine months ended September 30, 2025 were filed with the SEC on Form 10-Q on November 12, 2025, 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 and nine months ended September 30, 2025 and 2024 are as follows:

 

 

 

Condensed Consolidated Statement of Operations (Unaudited)

 

   

For the three months ended

September 30,

   

For the nine months ended

September 30,

 
    2025     2024     2025     2024  
(in thousands except per-share amounts)                        
Revenue   $ 5     $ 996     $ 19     $ 2,985  
Operating expenses     4,849       12,574       15,022       42,285  
Other (Income) Expense     1,167       (72,289 )     (15,291 )     (66,585 )
Net (Income) Loss     6,011       (60,711 )     (288 )     (27,285 )
Net income (loss) per common share, diluted   $ (0.29 )   $ 1.44     $ (0.11 )   $ 0.79  
Net income (loss) attributable to common stockholders     (6,328 )     64,316       (1,942 )     30,620  
Preferred Stock dividends and deemed dividends     945       83       3,606       7,740  
Net income (loss) as reported     (5,383 )     64,399       1,664       38,360  
Adjustments:                                
Depreciation and amortization expense1     22       238       87       1,129  
Interest expense, net2     (2 )     (58 )     (8 )     (214 )
NCI ownership share of Interest and Depreciation adjustments           (43 )           (229 )
EBITDA     (5,363 )     64,536       1,743       39,046  
                                 
Other non-cash or financing related expenses:                                
Stock-based compensation expense3     383       1,931       1,475       5,716  
Operating expenses issued in stock1     52       285       155       448  
Gain on deconsolidation of subsidiary           (72,287 )           (72,287 )
Change in FV equity method investments     4,382       (407 )     (5,979 )     (407 )
Change in FV convertible debt2     100       (240 )     349       2,488  
Loss on debt extinguishment2           1,403       58       2,535  
Debt modification expense                       2,000  
NCI ownership share of non-GAAP adjustments           (660 )           (1,262 )
Non-GAAP adjusted (loss)   $ (446 )   $ (5,439 )   $ (2,199 )   $ (21,723 )
Non-GAAP shares outstanding, basic and diluted     21,555       10,005       17,867       9,287  
Non-GAAP adjusted (loss) income per share, basic and diluted   $ (0.02 )   $ (0.54 )   $ (0.12 )   $ (2.34 )

 

 

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

 

 

For the three months ended

September 30,

   

For the nine months ended

September 30,

 
    2025     2024     2025     2024  
(in thousands except per-share amounts)                        
Cost of revenue   $ 55     $ 1,381     $ 133     $ 4,792  
Stock-based compensation expense3           (32 )           (112 )
Net cost of revenue     55       1,349       133       4,680  
                                 
Amortization of acquired intangible assets           82             559  
                                 
Sales and marketing     201       2,920       668       11,472  
Stock-based compensation expense3     (13 )     (292 )     (59 )     (1,082 )
Net sales and marketing     188       2,628       609       10,390  
                                 
General and administrative     3,505       6,649       11,557       20,337  
Depreciation expense     (22 )     (156 )     (87 )     (570 )
Operating expenses issued in stock     (52 )     (285 )     (155 )     (448 )
Stock-based compensation expense3     (332 )     (1,426 )     (1,276 )     (3,717 )
Net general and administrative     3,099       4,782       10,039       15,602  
                                 
Research and development     1,088       1,542       2,664       5,125  
Stock-based compensation expense3     (38 )     (181 )     (140 )     (805 )
Net research and development     1,050       1,361       2,524       4,320  
                                 
Total operating expenses     4,849       12,574       15,022       42,285  
Depreciation and amortization expense     (22 )     (238 )     (87 )     (1,129 )
Operating expenses issued in stock     (52 )     (285 )     (155 )     (448 )
Stock-based compensation expense3     (383 )     (1,931 )     (1,475 )     (5,716 )
Net operating expenses   $ 4,392     $ 10,120     $ 13,305     $ 34,992  

 

 

 

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