Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 18, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-37685 | |
Entity Registrant Name | PAVmed Inc. | |
Entity Central Index Key | 0001624326 | |
Entity Tax Identification Number | 47-1214177 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | One Grand Central Place | |
Entity Address, Address Line Two | Suite 4600 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10165 | |
City Area Code | (212) | |
Local Phone Number | 949-4319 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 87,930,411 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | PAVM | |
Security Exchange Name | NASDAQ | |
Series Z Warrants [Member] | ||
Title of 12(b) Security | Series Z Warrants, each to purchase one share of Common Stock | |
Trading Symbol | PAVMZ | |
Security Exchange Name | NASDAQ | |
Series W Warrants [Member] | ||
Title of 12(b) Security | Series W Warrants, each to purchase one share of Common Stock | |
Trading Symbol | PAVMW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 37,341 | $ 17,256 |
Accounts receivable | 200 | |
Inventory | 50 | |
Prepaid expenses, deposits, and other current assets | 4,141 | 1,685 |
Total current assets | 41,732 | 18,941 |
Fixed assets, net | 451 | 82 |
Intangible assets, net | 47 | |
Other assets | 755 | 755 |
Total assets | 42,985 | 19,778 |
Current liabilities: | ||
Accounts payable | 6,080 | 2,966 |
Accrued expenses and other current liabilities | 1,671 | 2,325 |
CARES Act Paycheck Protection Program note payable | 300 | |
Senior Secured Convertible Notes - at fair value | 10,060 | |
Senior Convertible Note - at fair value | 4,600 | |
Total liabilities | 7,751 | 20,251 |
Commitments and contingencies (Note 6) | ||
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.001 par value. Authorized, 20,000,000 shares; Series B Convertible Preferred Stock, par value $0.001, issued and outstanding 1,091,448 at September 30, 2021 and 1,228,075 shares at December 31, 2020 | 2,352 | 2,537 |
Common stock, $0.001 par value. Authorized, 150,000,000 shares; 84,400,822 and 63,819,935 shares outstanding as of September 30, 2021 and December 31, 2020, respectively | 84 | 64 |
Additional paid-in capital | 154,059 | 87,570 |
Accumulated deficit | (121,625) | (88,275) |
Total PAVmed Inc. Stockholders’ Equity | 34,870 | 1,896 |
Noncontrolling interests | 364 | (2,369) |
Total Stockholders’ Equity (Deficit) | 35,234 | (473) |
Total Liabilities and Stockholders’ Equity | $ 42,985 | $ 19,778 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Oct. 06, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 100,000,000 | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 150,000,000 | 150,000,000 | |
Common stock, shares issued | 84,400,822 | 63,819,935 | |
Common stock, shares outstanding | 84,400,822 | 63,819,935 | |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 1,091,448 | 1,228,075 | |
Preferred stock, shares outstanding | 1,091,448 | 1,228,075 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 200 | $ 200 | ||
Cost of revenue | 144 | 144 | ||
Gross profit | 56 | 56 | ||
Operating expenses: | ||||
Commercial operations | 2,432 | 687 | 5,792 | 1,532 |
General and administrative | 5,987 | 2,222 | 16,100 | 6,942 |
Research and development | 5,305 | 2,619 | 12,878 | 7,321 |
Total operating expenses | 13,724 | 5,528 | 34,770 | 15,795 |
Loss from operations | (13,668) | (5,528) | (34,714) | (15,795) |
Other income (expense): | ||||
Interest expense | (53) | |||
Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note | 367 | 1,682 | (5,521) | |
Offering costs - Senior Secured Convertible Note and Senior Convertible Note | (50) | (660) | ||
Debt extinguishments loss - Senior Secured Convertible Notes | (663) | (3,715) | (4,600) | |
Debt forgiveness | 300 | |||
Other income (expense), net | (346) | (1,733) | (10,834) | |
Loss before provision for income tax | (13,668) | (5,874) | (36,447) | (26,629) |
Provision for income taxes | ||||
Net loss before noncontrolling interests | (13,668) | (5,874) | (36,447) | (26,629) |
Net loss attributable to the noncontrolling interests | 1,441 | 391 | 3,318 | 1,093 |
Net loss attributable to PAVmed Inc. | (12,227) | (5,483) | (33,129) | (25,536) |
Less: Series B Convertible Preferred Stock dividends earned | (67) | (74) | (216) | (215) |
Net loss attributable to PAVmed Inc. common stockholders | $ (12,294) | $ (5,557) | $ (33,345) | $ (25,751) |
Per share information: | ||||
Net loss per share attributable to PAVmed Inc. - basic and diluted | $ (0.15) | $ (0.11) | $ (0.41) | $ (0.56) |
Net loss per share attributable to PAVmed Inc. common stockholders – basic and diluted | $ (0.15) | $ (0.11) | $ (0.42) | $ (0.57) |
Weighted average common shares outstanding, basic and diluted | 83,307,170 | 48,380,677 | 79,873,583 | 45,563,961 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock [Member]Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance - December 31, 2019 at Dec. 31, 2019 | $ 2,296 | $ 41 | $ 47,554 | $ (53,715) | $ (814) | $ (4,638) |
Beginning balance, shares at Dec. 31, 2019 | 1,158,209 | 40,478,861 | ||||
Dividends declared - Series B Convertible Preferred Stock | $ 210 | (210) | ||||
Dividends declared - Series B Convertible Preferred Stock, shares | 70,279 | |||||
Conversion - Series B Convertible Preferred Stock | $ (43) | 43 | ||||
Issue common stock - conversion Series B Convertible Preferred Stock, shares | (25,000) | 25,000 | ||||
Exercise - Series Z warrants | ||||||
Exercise - Series Z Warrants, shares | 100 | |||||
Purchase - Employee Stock Purchase Plan | 356 | 356 | ||||
Purchase - Employee Stock Purchase Plan, shares | 306,555 | |||||
Stock-based compensation - PAVmed Inc. | 1,409 | 1,409 | ||||
Stock-based compensation - majority-owned subsidiary | 10 | 39 | 49 | |||
Conversions - Senior Secured Convertible Note | $ 8 | 14,667 | 14,675 | |||
Conversions - Senior Secured Convertible Note, shares | 7,412,682 | |||||
Vest - restricted stock awards vests | ||||||
Vest - restricted stock awards vests, shares | 233,334 | |||||
Exercise - Series S warrants | $ 1 | 11 | 12 | |||
Exercise - Series S Warrants, shares | 1,199,383 | |||||
Exercise - stock options - majority-owned subsidiary | 5 | 5 | ||||
Net loss | (25,536) | (1,093) | (26,629) | |||
Ending balance, value at Sep. 30, 2020 | $ 2,463 | $ 50 | 64,050 | (79,461) | (1,863) | (14,761) |
Ending balance, shares at Sep. 30, 2020 | 1,203,488 | 49,655,915 | ||||
Balance - December 31, 2019 at Jun. 30, 2020 | $ 2,393 | $ 48 | 60,147 | (73,908) | (1,485) | (12,805) |
Beginning balance, shares at Jun. 30, 2020 | 1,179,872 | 47,919,386 | ||||
Dividends declared - Series B Convertible Preferred Stock | $ 70 | (70) | ||||
Dividends declared - Series B Convertible Preferred Stock, shares | 23,616 | |||||
Exercise - Series Z warrants | ||||||
Exercise - Series Z Warrants, shares | 100 | |||||
Purchase - Employee Stock Purchase Plan | 230 | 230 | ||||
Purchase - Employee Stock Purchase Plan, shares | 152,289 | |||||
Stock-based compensation - PAVmed Inc. | 570 | 570 | ||||
Stock-based compensation - majority-owned subsidiary | 3 | 13 | 16 | |||
Conversions - Senior Secured Convertible Note | $ 2 | 3,100 | 3,102 | |||
Conversions - Senior Secured Convertible Note, shares | 1,584,140 | |||||
Net loss | (5,483) | (391) | (5,874) | |||
Ending balance, value at Sep. 30, 2020 | $ 2,463 | $ 50 | 64,050 | (79,461) | (1,863) | (14,761) |
Ending balance, shares at Sep. 30, 2020 | 1,203,488 | 49,655,915 | ||||
Balance - December 31, 2019 at Dec. 31, 2020 | $ 2,537 | $ 64 | 87,570 | (88,275) | (2,369) | (473) |
Beginning balance, shares at Dec. 31, 2020 | 1,228,075 | 63,819,935 | ||||
Dividends declared - Series B Convertible Preferred Stock | $ 221 | (221) | ||||
Dividends declared - Series B Convertible Preferred Stock, shares | 73,821 | |||||
Conversion - Series B Convertible Preferred Stock | $ (406) | 406 | ||||
Issue common stock - conversion Series B Convertible Preferred Stock, shares | (210,448) | 210,448 | ||||
Exercise - Series Z warrants | $ 3 | 4,680 | 4,683 | |||
Exercise - Series Z Warrants, shares | 2,927,125 | |||||
Exercise - Series W warrants | 20 | 20 | ||||
Exercise - Series W Warrants, shares | 3,945 | |||||
Exercise - stock options | 953 | 953 | ||||
Exercise - stock options, shares | 604,500 | |||||
Purchase - Employee Stock Purchase Plan | 436 | 436 | ||||
Purchase - Employee Stock Purchase Plan, shares | 234,592 | |||||
Stock-based compensation - PAVmed Inc. | 4,473 | 4,473 | ||||
Stock-based compensation - majority-owned subsidiary | 111 | 6,045 | 6,156 | |||
Conversions - Senior Secured Convertible Note | $ 1 | 1,722 | 1,723 | |||
Conversions - Senior Secured Convertible Note, shares | 667,668 | |||||
Registered offerings, net | $ 16 | 53,688 | 53,704 | |||
Registered offerings, net, shares | 15,782,609 | |||||
Vest - restricted stock awards vests | ||||||
Vest - restricted stock awards vests, shares | 150,000 | |||||
Issue common stock of majority-owned subsidiary | 6 | 6 | ||||
Net loss | (33,129) | (3,318) | (36,447) | |||
Ending balance, value at Sep. 30, 2021 | $ 2,352 | $ 84 | 154,059 | (121,625) | 364 | 35,234 |
Ending balance, shares at Sep. 30, 2021 | 1,091,448 | 84,400,822 | ||||
Balance - December 31, 2019 at Jun. 30, 2021 | $ 2,499 | $ 83 | 149,694 | (109,325) | (911) | 42,040 |
Beginning balance, shares at Jun. 30, 2021 | 1,185,685 | 82,576,816 | ||||
Dividends declared - Series B Convertible Preferred Stock | $ 73 | (73) | ||||
Dividends declared - Series B Convertible Preferred Stock, shares | 24,577 | |||||
Conversion - Series B Convertible Preferred Stock | $ (220) | 220 | ||||
Issue common stock - conversion Series B Convertible Preferred Stock, shares | (118,814) | 118,814 | ||||
Exercise - Series Z warrants | $ 1 | 1,897 | 1,898 | |||
Exercise - Series Z Warrants, shares | 1,186,467 | |||||
Exercise - Series W warrants | 20 | 20 | ||||
Exercise - Series W Warrants, shares | 3,945 | |||||
Exercise - stock options | 823 | 823 | ||||
Exercise - stock options, shares | 483,668 | |||||
Purchase - Employee Stock Purchase Plan | 131 | 131 | ||||
Purchase - Employee Stock Purchase Plan, shares | 31,112 | |||||
Stock-based compensation - PAVmed Inc. | 1,218 | 1,218 | ||||
Stock-based compensation - majority-owned subsidiary | 56 | 2,716 | 2,772 | |||
Net loss | (12,227) | (1,441) | (13,668) | |||
Ending balance, value at Sep. 30, 2021 | $ 2,352 | $ 84 | $ 154,059 | $ (121,625) | $ 364 | $ 35,234 |
Ending balance, shares at Sep. 30, 2021 | 1,091,448 | 84,400,822 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss - before non controlling interest (“NCI”) | $ (36,447) | $ (26,629) |
Adjustments to reconcile net loss - before NCI to net cash used in operating activities | ||
Depreciation and amortization expense | 60 | 17 |
Stock-based compensation | 10,629 | 1,458 |
In-process R&D charge | 133 | |
Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note | (1,682) | 5,521 |
Debt extinguishment loss - Senior Secured Convertible Notes and Senior Convertible Note | 3,715 | 4,600 |
Debt forgiveness | (300) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (200) | |
Prepaid expenses and other current assets | (1,918) | (1,159) |
Accounts payable | 2,911 | 854 |
Accrued expenses and other current liabilities | (715) | 152 |
Net cash flows used in operating activities | (23,814) | (15,186) |
Cash flows from investing activities | ||
Purchase of equipment | (192) | (47) |
Acquisition, net of cash acquired | (147) | |
Net cash flows used in investing activities | (339) | (47) |
Cash flows from financing activities | ||
Proceeds – issue of common stock – registered offerings | 55,016 | |
Payment – offering costs – registered offerings | (1,312) | |
Proceeds – issue of Senior Secured Convertible Notes | 13,300 | |
Proceeds – issue of Senior Convertible Note | 3,700 | |
Proceeds – Cares Act Paycheck Protection Program Loan | 300 | |
Payment – repayment of Senior Convertible Note and Senior Secured Convertible Note | (14,816) | |
Payment – Senior Convertible Note and Senior Secured Convertible Note – non-installment payments | (154) | (366) |
Proceeds – exercise of Series Z warrants | 4,115 | |
Proceeds – exercise of Series S warrants | 12 | |
Proceeds – exercise of stock options | 953 | |
Proceeds – issue common stock – Employee Stock Purchase Plan | 436 | 356 |
Proceeds – exercise of stock options issued under equity incentive plan of majority owned subsidiary | 5 | |
Net cash flows provided by financing activities | 44,238 | 17,307 |
Net increase (decrease) in cash | 20,085 | 2,074 |
Cash, beginning of period | 17,256 | 6,219 |
Cash, end of period | $ 37,341 | $ 8,293 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Note 1 — The Company PAVmed Inc. (“PAVmed” or the “Company”) together with its majority owned subsidiaries, Lucid Diagnostics, Inc. (“Lucid Diagnostics” or “LUCID”), Veris Health, Inc. (“Veris Health” or “VERIS”), and Solys Diagnostics, Inc. (“Solys Diagnostics” or “SOLYS”), were organized to advance a broad pipeline of innovative medical technologies from concept to commercialization, employing a business model focused on capital efficiency and speed to market. The Company’s activities have focused on advancing the lead products towards regulatory approval and commercialization, protecting its intellectual property, and building its corporate infrastructure and management team. The Company operates in one The ability of the Company to generate revenue depends upon the Company’s ability to successfully advance the commercialization of EsoGuard and CarpX while also completing the development and the necessary regulatory approvals of its other products and services. In this regard: ● EsoCheck has received 510(k) marketing clearance from the FDA as an esophageal cell collection device in June 2019; ● EsoGuard completed the certification required by the Clinical Laboratory Improvement Amendment (“CLIA”) and accreditation of the College of American Pathologists (“CAP”) making it commercially available as a Laboratory Developed Test (“LDT”) at LUCID’s contract diagnostic laboratory service provider in California in December 2019; and, ● CarpX, developed as a patented, single-use, disposable, minimally invasive device designed as a precision cutting tool to treat carpal tunnel syndrome while reducing recovery times, received 510(k) marketing clearance from the FDA in April 2020 with the first commercial procedure successfully performed in December 2020. Although the Company’s current operational activities are principally focused on the commercialization of EsoGuard and CarpX its development activities are focused on pursuing FDA approval and clearance of other lead products in our product portfolio pipeline, including EsoGuard IVD, PortIO, DisappEAR, NextFlo, EsoCure and digital health technologies acquired by the Company’s majority-owned subsidiary Veris Health Inc. Lucid Diagnostics Inc. Initial Public Offering - October 14, 2021 Subsequent to September 30, 2021, on October 14, 2021, Lucid Diagnostics Inc. completed an initial public offering (“IPO”) of its common stock under an effective registration statement on Form S-1 (SEC File No. 333-259721), wherein a total of 5.0 million IPO shares of common stock of Lucid Diagnostics Inc. were issued, with such total IPO shares inclusive of 571,428 shares issued to PAVmed Inc., at an IPO offering price of $ 14.00 per share, resulting gross proceeds of $70.0 million, before underwriting fees of $ 4.9 million, and approximately $ 0.7 million of offering costs incurred by Lucid Diagnostics Inc. See Note 12, Noncontrolling Interest, |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Standards Updates | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Standards Updates | Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates Significant Accounting Policies The Company’s significant accounting policies are as disclosed in the Company’s annual report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 15, 2021, except as otherwise noted herein below. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority ownership interest and has controlling financial interest in each of: Lucid Diagnostics Inc., Veris Health Inc., and Solys Diagnostics Inc. with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the unaudited condensed consolidated statement of the net loss attributable to the noncontrolling interest based on the respective minority interest equity ownership of each majority-owned subsidiary. See Note 12, Noncontrolling Interest The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of December 31, 2020 has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair presentation of the Company’s unaudited condensed consolidated financial information. The consolidated results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2021 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the PAVmed Inc and Subsidiaries audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 15, 2021. Subsequent to September 30, 2021, effective October 6, 2021, the Lucid Diagnostics Inc. board of directors: increased the authorized shares of common stock of Lucid Diagnostics Inc. to 100.0 million shares; and declared a 1.411-to-1.0 common stock-split with respect to Lucid Diagnostics Inc. common stock (with no adjustment to the par value per share). All shares of Lucid Diagnostics Inc. common stock, stock options, and restricted stock awards, and per share amounts, have been adjusted for the common stock-split and are presented for all periods on a retrospective basis. All amounts in the accompanying unaudited notes to the unaudited condensed consolidated financial statements are presented in thousands, if not otherwise noted as being presented in millions, except for the number of shares and per share amounts. Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates Significant Accounting Policies Use of Estimates In preparing unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include the estimated fair value of stock-based equity awards, and the estimated fair value of financial instruments recognized as liabilities. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. Revenue Recognition The Company recognizes revenue under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Statement of Cash Flows - Supplemental Information The unaudited condensed consolidated statement of cash flows supplemental information as of September 30, 2021 is as follows: cash flows used in investing activities with respect to the purchase of fixed assets of $ 192 153 60 4,115 568 354,996 20 3,945 Financial Condition The Company has financed its operations principally through the public and private issuances of its common stock, preferred stock, common stock purchase warrants, and debt. The Company is 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 product and services and ongoing R&D and clinical trials. The Company expects to continue to experience recurring losses from operations and will continue to fund its operations with debt and equity financing transactions. Notwithstanding, however, with the cash on-hand as of the date hereof, the Company expects to be able to fund its future operations for one year from the date of the issue of the Company’s unaudited condensed consolidated financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended September 30, 2021. Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates Recent Accounting Standards Updates Accounting Standards Updates Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company’s adoption of the ASU 2020-06 guidance as of January 1, 2021 did not have an effect on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes”, Accounting Standards Updates Not Yet Adopted FASB ASC Topic 842, Leases Leases ) |
Patent License Agreement
Patent License Agreement | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patent License Agreement | Note 3 — Patent License Agreement Overview The Company, through its majority-owned subsidiary Lucid Diagnostics Inc., entered into a patent license agreement with Case Western Reserve University (“CWRU”), captioned the Amended and Restated License Agreement and dated August 23, 2021 (“Amended CWRU License Agreement”). The Amended CWRU License Agreement is a successor to and replaced in its entirety the previous CWRU License Agreement, dated May 12, 2018, between Lucid Diagnostics Inc. and CWRU. The Amended CWRU License Agreement terminates upon the expiration of certain related patents, or on May 12, 2038 in countries where no such patents exist, or upon expiration of any exclusive marketing rights granted by the FDA or other U.S. government agency, whichever comes later. The Amended CWRU License Agreement (as did the predecessor CWRU License Agreement) provides for the exclusive worldwide license of the intellectual property rights for the proprietary technologies of two distinct technology components - the “EsoCheck Cell Collection Device” referred to as “EsoCheck®”; and a panel of proprietary methylated DNA biomarkers, a laboratory developed test (“LDT”), referred to as “EsoGuard®”; and together are collectively referred to as the “EsoGuard Technology”. The CWRU License Agreement Fee was $ 273 , of which $ 50 was previously paid in 2018. On the August 23, 2021 effective date of the Amended CWRU License Agreement, the remaining balance of $ 223 became payable, and such amount was paid in September 2021. Additionally, also in September 2021, the Company paid a $ 10 amendment fee in connection with the Amended CWRU License Agreement. Additionally, the Amended CWRU License Agreement provides for each of patent fees reimbursement payments; milestone payments; and royalty payments - each as discussed below. Patent Fees Reimbursement Lucid Diagnostics Inc. is responsible for reimbursement of certain CWRU billed patent fees. See Note 4, Related Party Transactions Milestones The (predecessor) CWRU License Agreement contained milestones, including regulatory milestones with respect to the FDA 501(k) submission of EsoCheck and the FDA clearance of EsoCheck, respectively regulatory submissions and clearances; which were achieved in accordance with the requisite contractual due dates, for which a $ 75 100 200 Note 3 — Patent License Agreement – Case Western Reserve University Royalty Fee Under the Amended CWRU License Agreement. the Company is required to pay a royalty fee to CWRU with respect to the “Licensed Products” (as defined in the CWRU License Agreement) of a percentage of “Net Sales”, as defined in the Amended CWRU License Agreement, as follows: 5.0 100.0 8.0 100.0 The base minimum annual royalty fee is $ 50 commencing January 1 following the first anniversary of the “First Commercial Sale” of a “Licensed Product” (as such terms are defined in the Amended CWRU License Agreement). The minimum annual royalty fee increases to each of: $ 150 if the annual “Net Sales” (as defined in the Amended CWRU License Agreement) exceed $ 25.0 million up to $ 50.0 million; $ 300 if annual Net Sales exceed $ 50.0 million up to $ 100.0 million; and $ 600 if annual Net Sales exceed $ 100.0 million. 5.0 Additionally, the Company is required to pay a royalty fee on (sub-license) “Other Proceeds” (as defined in the Amended CWRU License Agreement) of: 30 15 Consulting Agreements with Physician Inventors - Intellectual Property - CWRU License Agreement Lucid Diagnostics Inc. entered into consulting agreements with each of the three physician inventors of the intellectual property licensed under the Amended CWRU License Agreement (“Physician Inventors”), with each such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided, and an expiration date of May 12, 2024, upon each of the respective the agreements’ renewal effective May 12, 2021. Additionally, each of the Physician Inventors have been granted stock options and restricted stock awards under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan; and stock options under the PAVmed Inc. 2014 Long-Term Incentive Equity Plan. See Note 4, Related Party Transactions Stock-Based Compensation |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Case Western Reserve University and Physician Inventors - CWRU License Agreement Case Western Reserve University (“CWRU”) and each of the three physician inventors of the intellectual property licensed under the CWRU License Agreement (“Physician Inventors”) each hold equity ownership minority interests in Lucid Diagnostics Inc. The expenses incurred with respect to the CWRU License Agreement and the three Physician Inventors, as classified in the accompanying unaudited condensed consolidated statement of operations for the periods indicated are summarized as follows: Schedule of Incurred Expenses of Minority Shareholders 2021 2020 2021 2020 For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Cost of Revenue CWRU – Royalty Fee $ 10 $ — $ 10 $ — General and Administrative Expense CWRU – License Agreement - Amendment Fee - 10 — 10 — Stock-based compensation expense – Physician Inventors’ restricted stock awards 273 — 637 — Research and Development Expense CWRU License Agreement - reimbursement of patent legal fees 82 80 195 138 EsoCheck devices provided to CWRU — — — 15 Fees - Physician Inventors’ consulting agreements 8 20 22 74 Stock-based compensation expense – Physician Inventors’ stock options 56 6 114 17 Total Related Party Expenses $ 439 $ 106 $ 988 $ 244 Lucid Diagnostics Inc. entered into consulting agreements with each of the three Physician Inventors, with each such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided, and an expiration date of May 12, 2024, upon the agreements’ renewal effective May 12, 2021. Additionally, as discussed below, each of the Physician Inventors have been granted stock options under the PAVmed Inc. 2014 Long-Term Incentive Equity Plan, and stock options and restricted stock awards under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan. Under each of their respective (initial) consulting agreements with Lucid Diagnostics Inc., the three Physician Inventors were each granted 25,000 1.59 50,000 6.41 ten years On March 1, 2021, restricted stock awards were granted under the Lucid Diagnostics Inc. 2018 Equity Plan to each of the three Physician Inventors, with such restricted stock awards having a single vesting date of March 1, 2023, with the fair value of such restricted stock awards recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. See Note 9, Stock-Based Compensation Noncontrolling Interest Note 4 —Related Party Transactions - continued Other Related Party Transactions Lucid Diagnostics Inc. previously entered into a consulting agreement with Stanley N. Lapidus, effective June 2020 with such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided. In July 2021, Mr. Lapidus was appointed as Vice Chairman of the Board of Directors of Lucid Diagnostics Inc. Lucid Diagnostics Inc. recognized as general and administrative expense $ 8 and $ 21 in the three and nine months ended September 30, 2021, respectively, and $ 3 4 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 5 — Acquisitions Oncodisc Inc. On May 28, 2021, Veris Health Inc., a majority-owned subsidiary of PAVmed Inc., acquired all of the outstanding common stock of Oncodisc Inc. (“Oncodisc”) for total (gross) purchase consideration of approximately $ 261 1,564,514 6 255 155 108 50 Schedule of Assets Acquired and Liabilities Assumed Cash acquired $ 108 Intangible asset - in-process research and development 133 Intangible asset - assembled workforce 70 Liabilities assumed (50 ) Total net assets acquired $ 261 The intangible asset recognized for the in-process research and development (“IPRD”) of $ 133 was determined to have no alternative future use and was recognized as a current period research and development expense. The intangible asset recognized for the assembled workforce of approximately $ 70 , which is included in “Other assets” on the accompanying unaudited condensed consolidated balance sheet, has an expected useful life of one year, and is being recognized as a research and development expense on a ratable basis over such period, commencing in June 2021. See Note 12, Noncontrolling Interest CapNostics, LLC. On October 5, 2021, PAVmed Subsidiary Corporation, a majority-owned subsidiary of PAVmed Inc., acquired all of the outstanding common stock of CapNostics, LLC (“CapNostics”) for total (gross) purchase consideration of approximately $ 2,000 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 6 — Commitment and Contingencies Legal Proceedings On November 2, 2020, a stockholder of the Company, on behalf of himself and other similarly situated stockholders, filed a complaint in the Delaware Court of Chancery alleging broker non-votes were not properly counted in accordance with the Company’s bylaws at the Company’s Annual Meeting of Stockholders on July 24, 2020, and, as a result, asserted certain matters deemed to have been approved were not so approved (including matters relating to the increase in the size of the 2014 Equity Plan and the ESPP). The relief sought under the complaint includes certain corrective actions by the Company, but does not seek any specific monetary damages. The Company does not believe it is clear the prior approval of these matters is invalid or otherwise ineffective. However, to avoid any uncertainty and the expense of further litigation, on January 5, 2021, the Company’s Board of Directors determined it would be advisable and in the best interests of the Company and its stockholders to re-submit these proposals to the Company’s stockholders for ratification and/or approval. In this regard, the Company held a special meeting of stockholders on March 4, 2021, at which such matters were ratified and approved. The parties have reached agreement on a proposed Settlement Term Sheet Agreement, dated January 28, 2021, to settle the complaint, the terms of which do not contemplate payment of monetary damages to the putative class in the proceeding. The settlement of the complaint is pending and is subject to court approval. On December 23, 2020, Benchmark Investments, Inc. filed a complaint against the Company in the U.S. District Court of the Southern District of New York alleging the registered direct offerings of shares of common stock of the Company completed in December 2020 were in violation of provisions set forth in an engagement letter between the Company and the plaintiff. The plaintiff is seeking monetary damages of up to $ 1.3 In the ordinary course of our business, particularly as it begins commercialization of its products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. Except as otherwise noted herein, the Company does not believe it is currently a party to any other pending legal proceedings. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 7 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the reporting dates noted is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level-1 Level-2 Level-3 Inputs Inputs Inputs Total December 31, 2020 Senior Secured Convertible Note - November 2019 $ — $ — $ 1,270 $ 1,270 Senior Convertible Note - April 2020 $ — $ — $ 4,600 $ 4,600 Senior Secured Convertible Note – August 2020 $ — $ — $ 8,790 $ 8,790 Totals $ — $ — $ 14,660 $ 14,660 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. The Senior Secured Convertible Note dated August 6, 2020, the Senior Convertible Note dated April 30, 2020, the Senior Secured Convertible Note (Series-A and Series-B), dated November 19, 2019, and the Senior Secured Convertible Note dated December 27, 2018, were each accounted for under the fair value option (“FVO”) election, wherein, each of the convertible notes were initially measured at their respective issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with the resulting fair value adjustment recognized as other income (expense) in the unaudited condensed consolidated statement of operations. There were no fair value measurements as of September 30, 2021 as each of the convertible notes were previously repaid-in-full in the three months ended March 31, 2021, as discussed herein below in Note 8, Debt The estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs, as discussed above, in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models /analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price. Changes in these assumptions can materially affect the estimated fair values. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 8 — Debt Convertible Notes All of the convertible notes, as such convertible notes are discussed below, were repaid-in-full during the three months ended March 31, 2021. The fair value and face value principal of outstanding convertible notes at December 31, 2020 were as follows: Summary of Outstanding Debt Contractual Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value November 2019 Senior Secured Convertible Note September 30, 2021 7.875 % $ 1.60 $ 956 $ 1,270 April 2020 Senior Convertible Note April 30, 7.875 % $ 5.00 $ 4,111 $ 4,600 August 2020 Senior Secured August 6, 7.875 % $ 5.00 $ 7,750 $ 8,790 Balance - December 31, 2020 $ 12,817 $ 14,660 Senior Secured Convertible Note issued November 4, 2019 - Series A and Series B - (“November 2019 Senior Convertible Notes”) The “November 2019 Senior Convertible Notes” remaining unpaid outstanding face value principal of approximately $ 956 7 667,668 1,723 Senior Convertible Note issued April 30, 2020 - (“April 2020 Senior Convertible Note”) The “April 2020 Senior Convertible Note” unpaid outstanding face value principal of approximately $ 4,111 81 52 135 Senior Secured Convertible Note issued August 6, 2020 - (“August 2020 Senior Convertible Note”) The “August Senior Convertible Note” unpaid outstanding face value principal of approximately $ 7,750 102 93 Principal Repayments - April 2020 Senior Convertible Note and August 2020 Senior Convertible Note On January 30, 2021, the Company paid in cash a $ 350 14,466 2,955 Note 8 — Debt Convertible Notes continued A reconciliation in the fair value of debt during the nine months ended September 30, 2021 is as follows: Schedule of Senior Convertible Note Estimated Fair Value November 2019 Senior Secured Convertible Notes April 2020 Senior Convertible Note August 2020 Senior Secured Convertible Note Sum of Balance Sheet Fair Value Components Other Income (Expense) Fair Value - December 31, 2020 $ 1,270 $ 4,600 $ 8,790 $ 14,660 - Installment repayments – common stock (956 ) — — (956 ) - Non-installment payments – common stock (7 ) — — (7 ) - Non-installment payments – cash — (52 ) (102 ) (154 ) - Change in fair value (307 ) (437 ) (938 ) (1,682 ) 1,682 Principal repayments – cash — (4,111 ) (7,750 ) (11,861 ) Fair Value at September 30, 2021 (1) $ — — $ — $ — - Other Income (Expense) - Change in fair value - nine months ended September 30, 2021 (1) $ 1,682 (1) As discussed above, all remaining convertible notes were previously repaid during the three months ended March 31, 2021. Note 8 — Debt A reconciliation in the fair value of debt during the three and nine months ended September 30, 2020 is as follows: December 2018 Senior Secured Convertible Note November 2019 Senior Secured Convertible Notes April 2020 Senior Convertible Note August 2020 Senior Secured Convertible Note Sum of Balance Sheet Fair Value Components Other Income (Expense) Fair Value - December 31, 2019 $ 1,700 $ 6,439 $ — $ — $ 8,139 - Face value principal – issue date — 7,000 — — 7,000 Fair value adjustment – issue date — 2,600 — — 2,600 $ (2,600 ) Installment repayments – common stock (1,642 ) — — — (1,642 ) Non-installment payments – common stock (4 ) — — — (4 ) Non-installment payments – cash — (138 ) — — (138 ) Change in fair value 9 4,699 — — 4,708 (4,708 ) Lender Fee - November 2019 Senior Secured Convertible Notes — — — — — (700 ) Fair Value at March 31, 2020 $ 63 $ 20,600 — $ — $ 20,663 - Other Income (Expense) - Change in fair value - three months ended March 31, 2020 $ (8,008 ) Face value principal – issue date — — 4,111 — 4,111 Fair value adjustment – issue date — — (411 ) — (411 ) 411 Installment repayments – common stock (50 ) (5,695 ) — — (5,745 ) Non-installment payments – common stock (2 ) (242 ) — — (244 ) Non-installment payments – cash — — (54 ) — (54 ) Change in fair value (11 ) (2,363 ) 254 — (2,120 ) 2,120 Lender Fee - April 2020 Senior Convertible Note — — — — — (411 ) Fair Value at June 30, 2020 $ — $ 12,300 3,900 $ — $ 16,200 - Other Income (Expense) - Change in fair value - three months ended June 30, 2020 $ 2,120 Other Income (Expense) - Change in fair value - six months ended June 30, 2020 $ (5,888 ) Face value principal – issue date — — — 7,750 7,750 Fair value adjustment – issue date — — — (750 ) (750 ) 750 Installment repayments – common stock — (2,298 ) — — (2,298 ) Non-installment payments – common stock — (141 ) — — (141 ) Non-installment payments – cash — — (81 ) (93 ) (174 ) Change in fair value — (2,961 ) 781 1,813 (367 ) 367 Lender Fee - August 2020 Senior Secured Convertible Note — — — — — (750 ) Fair Value at September 30, 2020 $ — $ 6,900 $ 4,600 $ 8,720 $ 20,220 - Other Income (Expense) - Change in fair value - three months ended September 30, 2020 $ 367 Other Income (Expense) - Change in fair value - nine months ended September 30, 2020 $ (5,521 ) The Senior Convertible Notes presented above were each accounted for under the ASC 825-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with the resulting fair value adjustment recognized as other income (expense) in the consolidated statement of operations. In this regard, as provided for by ASC 825-10-50-30(b), the estimated fair value adjustment is presented as a single line item within other income (expense) in the accompanying consolidated statement of operations. See Note 7, Financial Instruments Fair Value Measurements Note 8 — Debt Cares Act Paycheck Protection Program Loan On April 8, 2020 the Company entered into a loan agreement with JP Morgan Chase, N.A., and received approximately $ 300 300 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Stock-Based Compensation | Note 9 — Stock-Based Compensation PAVmed Inc. 2014 Long-Term Incentive Equity Plan The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed Inc. 2014 Equity Plan”), provides for the granting, subject to approval by the compensation committee of the PAVmed Inc. board of directors, of stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. As of September 30, 2021, the PAVmed Inc. 2014 Equity Plan has 1,249,653 500,854 PAVmed Inc. 2014 Long-Term Incentive Equity Plan - Stock Options Stock options issued and outstanding under the PAVmed Inc. 2014 Equity Plan is as follows: Schedule of Summarizes Information About Stock Options Number Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options - December 31, 2020 6,798,529 $ 2.55 7.3 Granted (1) 2,615,000 $ 4.86 Exercised (604,500 ) $ 1.58 Forfeited (161,247 ) $ 2.73 Outstanding stock options - September 30, 2021 8,647,782 $ 3.32 6.9 $ 45,267 Vested and exercisable stock options - September 30, 2021 5,919,023 $ 2.84 5.7 $ 33,031 (1) Stock options granted under the PAVmed Inc. 2014 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of September 30, 2021 and December 31, 2020 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. Note 9 — Stock-Based Compensation PAVmed Inc. 2014 Long-Term Incentive Equity Plan - Restricted Stock Awards On April 1, 2021, a total of 300,000 2014 Equity Plan, with such restricted stock awards having a single vesting date of April 1, 2024. 1,491 A total of 1,650,000 2,680 The vesting of the previously granted restricted stock awards is as follows: 233,334 vested on March 15, 2020; 466,666 vesting on March 15, 2022; 450,000 vesting ratably on an annual basis over a three year period with the initial annual vesting date on May 1, 2021; and 500,000 restricted stock awards having a single vesting date of May 1, 2023. Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (the “Lucid Diagnostics Inc. 2018 Equity Plan”), provides for the granting, subject to approval by the Lucid Diagnostics Inc. board of directors, of stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. As of September 30, 2021, the Lucid Diagnostics Inc. 2018 Equity Plan has 2,850,220 shares of common stock of Lucid Diagnostics Inc. available-for-grant of stock-based awards. Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan - Stock Options Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan is as follows: Schedule of Summarizes Information About Stock Options Number Weighted Remaining Outstanding stock options at December 31, 2020 1,399,242 $ 0.61 8.0 Granted (1) — $ — Exercised — $ — Forfeited — $ — Outstanding stock options at September 30, 2021 1,399,242 $ 0.61 7.2 Vested and exercisable stock options at September 30, 2021 1,286,361 $ 0.59 7.2 (1) Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant. Note 9 — Stock-Based Compensation Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan – Restricted Stock Awards As of September 30, 2021, a total of 1,813,135 A total of 1,467,440 vesting date of March 1, 2023 18.9 Related Party Transactions A total of 91,715 vesting date in April 2023 1.2 1.1 0.1 7,055 completed A total of 253,980 169,320 restricted stock awards having annual vesting dates on the grant date anniversary in each of September 2022 and 2023; and 84,660 restricted stock awards having a single vesting date in July 2023. 3.4 Subsequent to September 30, 2021, as of October 14, 2021, an additional 84,660 The estimated fair value of the restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan, as discussed above, was determined using a probability-weighted average expected return methodology (“PWERM”), which involves the determination of equity value under various exit scenarios and an estimation of the return to the common stockholders under each scenario. In this regard, the Lucid Diagnostics Inc. common stock grant-date estimated fair value was based upon an analysis of future values, assuming various outcomes, based upon the probability-weighted present value of expected future investment returns, considering each of the possible future outcomes available to Lucid Diagnostics Inc. The PWERM principally involved (i) the identification of scenarios and related probabilities; (ii) determine the equity value under each scenario; and (iii) determine the common stock shareholders’ return in each scenario. The two scenarios identified were an initial public offering (“IPO”) of Lucid Diagnostics Inc. common stock (“IPO scenario”); and, to continue on as a private company (“stay private scenario”). With respect to the IPO scenario, the valuation of the Lucid Diagnostics Inc. common stock was computed using assumptions, including dates of the IPO, to calculate an estimated pre-money valuation; and, with respect to the stay private scenario, an income approach was used, wherein a risk-adjusted discount rate is applied to projected future cash flows. For the awards during 2021, a relative weighting ranged from 75%-97.5% for to the IPO scenario and the relative weighting ranged from 25% - 2.5% for the stay private scenario. Note 9 — Stock-Based Compensation Consolidated Stock-Based Compensation Expense The consolidated stock-based compensation expense recognized by each of PAVmed Inc. and Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Awards Granted Three Months Ended Nine Months Ended 2021 2020 2021 2020 Commercial operations expenses $ 341 $ 85 $ 840 $ 183 General and administrative expenses 3,339 363 9,062 948 Research and development expenses 310 138 727 327 Total stock-based compensation expenses $ 3,990 $ 586 $ 10,629 $ 1,458 Stock-Based Compensation Expense Recognized by Lucid Diagnostics Inc. As noted, the consolidated stock-based compensation expense presented above is inclusive of stock-based compensation expense recognized by Lucid Diagnostics Inc., inclusive of each of: stock options granted under the PAVmed Inc. 2014 Equity Plan to the three physician inventors of the intellectual property underlying the CWRU License Agreement (“Physician Inventors”) (as discussed above in Note 4, Related Party Transactions The stock-based compensation expense recognized by Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses Three Months Ended Nine Months Ended 2021 2020 2021 2020 Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expense $ 2,695 $ — $ 5,988 $ — Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses 21 13 57 39 PAVmed Inc 2014 Equity Plan - research and development expenses 56 3 111 10 Total stock-based compensation expense – $ 2,772 $ 16 $ 6,156 $ 49 Note 9 — Stock-Based Compensation Consolidated Stock-Based Compensation Expense - continued The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense Unrecognized Weighted Average Remaining Service Period PAVmed Inc. 2014 Equity Plan Stock Options $ 7,641 1.4 Restricted Stock Awards $ 2,368 1.4 Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 15 0.3 Restricted Stock Awards $ 17,491 1.5 Stock-based compensation expense recognized with respect to stock options granted under the PAVmed Inc. 2014 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 3.47 1.28 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Nine Months Ended September 30, 2021 2020 Expected term of stock options (in years) 5.6 5.8 Expected stock price volatility 76 % 73 % Risk free interest rate 0.9 % 0.5 % Expected dividend yield 0 % 0 % PAVmed Inc. Employee Stock Purchase Plan (“ESPP”) The PAVmed Inc. Employee Stock Purchase Plan (“PAVmed Inc. ESPP”), adopted by the Company’s board of directors effective April 1, 2019, provides eligible employees the opportunity to purchase shares of PAVmed Inc. common stock through payroll deductions during six month periods, wherein the purchase price per share of common stock is the lower of 85% of the quoted closing price per share of PAVmed Inc. common stock at the beginning or end of each six month share purchase period. The PAVmed Inc. ESPP share purchase dates are March 31 and September 30. A total of 203,480 154,266 304 126 31,112 152,289 131 231 1,250,000 626,081 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Preferred Stock | Note 10 — Preferred Stock The Company is authorized to issue 20 0.001 1,091,448 1,228,075 In the nine months ended September 30, 2021, at each of the respective holders’ election, a total of 210,448 As of September 30, 2021, the Company’s board-of-directors declared an aggregate of approximately $ 221 73 75 74 73,821 211 70 70 71 70,279 Subsequent to September 30, 2021, in October 2021, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend earned as of September 30, 2021 and payable as of October 1, 2021, of approximately $ 67 22,471 |
Common Stock and Common Stock P
Common Stock and Common Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock and Common Stock Purchase Warrants | Note 11 — Common Stock and Common Stock Purchase Warrants The Company is authorized to issue up to 150 0.001 84,400,822 63,819,935 ● On January 5, 2021, a total of 6,000,000 shares of common stock of the Company were issued for gross proceeds of approximately $ 13,434 , before a placement agent fee and expenses of approximately $ 951 , and offering costs incurred by the Company of approximately $ 71 . The shares of common stock were issued in a registered direct offering pursuant to a Prospectus Supplement dated January 5, 2021 with respect to the Company’s effective shelf registration statement on Form S-3 (File No. 333-248709). ● On February 23, 2021, a total of 9,782,609 shares of common stock of the Company were issued for proceeds of approximately $ 41,566 , before offering costs incurred by the Company of approximately $ 290 . The shares of common stock were issued in an underwritten registered offering pursuant to a final Prospectus Supplement dated February 23, 2021, with respect to the Company’s effective shelf registration statement on Form S-3 (File No. 333-248709 and File No. 333-253384). ● In January 2021, 667,668 shares of the Company’s common stock were issued upon conversion, at the election of the holder, of the November 2019 Senior Convertible Note remaining face value principal of approximately $ 956 along with approximately $ 7 of interest thereon, as discussed in Note 8, Debt ● During the nine months ended September 30, 2021, 210,448 shares of common stock of the Company were issued upon conversion of the same number of shares of Series B Convertible Preferred Stock. See Note 10, Preferred Stock ● During the nine months ended September 30, 2021, an aggregate of 2,931,070 2,927,125 3,945 1,946,259 ● During the nine months ended September 30, 2021, 604,500 shares of common stock of the Company were issued upon exercise of stock options for cash of approximately $ 953 . Subsequent to September 30, 2021, as of November 18, 2021, 16,664 26 . See Note 9, Stock-Based Compensation ● On March 31, 2021 and September 30, 2021, the PAVmed Inc. Employee Stock Purchase Plan purchased 203,480 shares and 31,112 shares, respectively, of common stock of the Company. See in the Note 9, Stock-Based Compensation Note 11 Common Stock and Common Stock Purchase Warrants Common Stock Purchase Warrants The common stock purchase warrants (classified in permanent equity) outstanding as of the dates indicated are as follows: Schedule of Outstanding Warrants to Purchase Common Stock Common Stock Purchase Warrants Issued and Outstanding at Weighted Weighted September 30, Average December 31, Average Expiration 2021 Price /Share 2020 Price/Share Date Series Z Warrants 13,887,814 $ 1.60 16,814,939 $ 1.60 April 2024 UPO - Series Z Warrants — $ — 53,000 $ 1.60 January 2021 Series W Warrants 377,873 $ 5.00 381,818 $ 5.00 January 2022 Total 14,265,687 $ 1.68 17,249,757 $ 1.57 During the three and nine months ended September 30, 2021, a total of 1,186,467 and 2,927,125 shares of common stock of the Company were issued, respectively, resulting from the exercise cash of $ 1.60 per share of the same number of Series Z Warrants. Subsequent to September 30, 2021, as of November 18, 2021, a total of 1,946,259 1.60 per share, resulting in the issue of the same number of shares of common stock of the Company. During the three and nine months ended September 30, 2021, a total of 3,945 5.00 The Unit Purchase Options (UPO) expired unexercised as of January 29, 2021. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Note 12 — Noncontrolling Interest The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows: Schedule of Noncontrolling Interest of Stockholders' Equity Nine Months Ended Year Ended NCI – equity (deficit) – beginning of period $ (2,369 ) $ (814 ) Investment in Veris Health Inc. 6 — Net loss attributable to NCI – Lucid Diagnostics Inc. (3,044 ) (1,503 ) Net loss attributable to NCI – Solys Diagnostics Inc. (29 ) (109 ) Net loss attributable to NCI – Veris Health Inc. (245 ) — Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise — 5 Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 6,045 52 NCI – equity (deficit) – end of period $ 364 $ (2,369 ) The consolidated NCI presented above is with respect to the Company’s consolidated majority-owned subsidiaries, inclusive of: Lucid Diagnostics Inc. and Solys Diagnostics Inc., as a component of consolidated total stockholders’ equity as of September 30, 2021 and December 31, 2020, and the recognition of a net loss attributable to the NCI in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2021 and 2020; and Veris Health Inc. as a component of consolidated total stockholders’ equity as of September 30, 2021, and the recognition of a net loss attributable to the NCI in the unaudited condensed consolidated statement of operations for the three months ended September 30, 2021 and for the period May 28, 2021 (inception date) to September 30, 2021. Lucid Diagnostics Inc. As of September 30, 2021 and December 31, 2020, PAVmed Inc. holds a 81.85% 18.15% Subsequent to September 30, 2021, on October 13, 2021, Lucid Diagnostics Inc. issued 15,803,200 shares of its common stock to PAVmed Inc. upon the election by PAVmed Inc. to convert the $ 22.4 million face value principal under the terms of a Senior Unsecured Promissory Note, dated June 1, 2021. The Senior Unsecured Promissory Note was issued by Lucid Diagnostics Inc. to PAVmed Inc. with a face value principal of $ 22.4 7.875 %, a contractual maturity date of May 18, 2028 1.42 Subsequent to September 30, 2021, on October 14, 2021, Lucid Diagnostics Inc. completed an initial public offering (“IPO”) of its common stock under an effective registration statement on Form S-1 (SEC File No. 333-259721), wherein a total of 5.0 million IPO shares of common stock of Lucid Diagnostics Inc. were issued, with such total IPO shares inclusive of 571,428 shares issued to PAVmed Inc., at an IPO offering price of $ 14.00 per share, resulting gross proceeds of $ 70.0 million, before underwriting fees of $ 4.9 million, and approximately $ 0.7 million of offering costs incurred by Lucid Diagnostics Inc. Note 12 — Noncontrolling Interest Veris Health Inc. As of September 30, 2021, PAVmed Inc. holds an 80.44 % majority-interest ownership and has a controlling financial interest in Veris Health Inc., with the remaining 19.56 % minority-interest ownership held by an unrelated third-party. Solys Diagnostics Inc. As of each of September 30, 2021 and December 31, 2020, PAVmed Inc. holds a 90.3235 % majority-interest ownership and has a controlling financial interest in Solys Diagnostics Inc., with the remaining 9.6765 % minority-interest ownership held by unrelated third parties. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13 — Net Loss Per Share The respective “Net loss per share - attributable to PAVmed Inc. - basic and diluted” and “Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted” - for the periods indicated - is as follows: Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share 2021 2020 2021 2020 Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator Net loss - before noncontrolling interest $ (13,668 ) $ (5,874 ) $ (36,447 ) $ (26,629 ) Net loss attributable to noncontrolling interest 1,441 391 3,318 1,093 Net loss - as reported, attributable to PAVmed Inc. $ (12,227 ) $ (5,483 ) $ (33,129 ) $ (25,536 ) Series B Convertible Preferred Stock dividends: $ (67 ) $ (74 ) $ (216 ) $ (215 ) Net loss attributable to PAVmed Inc. common stockholders $ (12,294 ) $ (5,557 ) $ (33,345 ) $ (25,751 ) Denominator Weighted average common shares outstanding, basic and diluted 83,307,170 48,380,677 79,873,583 45,563,961 Net Loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (0.15 ) $ (0.11 ) $ (0.41 ) $ (0.56 ) Net loss attributable to PAVmed Inc. common stockholders $ (0.15 ) $ (0.11 ) $ (0.42 ) $ (0.57 ) The Series B Convertible Preferred Stock dividends earned as of the each of the respective periods noted, are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period presented. Notwithstanding, the Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by the Company’s board of directors. Basic weighted-average number of shares of common stock outstanding for the three and six months ended September 30, 2021 and 2020 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows: Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share 2021 2020 September 30, 2021 2020 PAVmed Inc. 2014 Equity Plan stock options and 10,213,615 8,090,195 Unit purchase options - as to shares of common stock — 53,000 Unit purchase options - as to shares underlying Series Z Warrants — 53,000 Series Z Warrants 13,887,814 16,814,939 Series W Warrants 377,873 381,818 Series B Convertible Preferred Stock 1,091,448 1,203,488 Total 25,570,750 26,596,440 Antidilutive securities excluded from computation of diluted weighted shares outstanding 25,570,750 26,596,440 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Standards Updates (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority ownership interest and has controlling financial interest in each of: Lucid Diagnostics Inc., Veris Health Inc., and Solys Diagnostics Inc. with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the unaudited condensed consolidated statement of the net loss attributable to the noncontrolling interest based on the respective minority interest equity ownership of each majority-owned subsidiary. See Note 12, Noncontrolling Interest The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of December 31, 2020 has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair presentation of the Company’s unaudited condensed consolidated financial information. The consolidated results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2021 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the PAVmed Inc and Subsidiaries audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 15, 2021. Subsequent to September 30, 2021, effective October 6, 2021, the Lucid Diagnostics Inc. board of directors: increased the authorized shares of common stock of Lucid Diagnostics Inc. to 100.0 million shares; and declared a 1.411-to-1.0 common stock-split with respect to Lucid Diagnostics Inc. common stock (with no adjustment to the par value per share). All shares of Lucid Diagnostics Inc. common stock, stock options, and restricted stock awards, and per share amounts, have been adjusted for the common stock-split and are presented for all periods on a retrospective basis. All amounts in the accompanying unaudited notes to the unaudited condensed consolidated financial statements are presented in thousands, if not otherwise noted as being presented in millions, except for the number of shares and per share amounts. |
Use of Estimates | Use of Estimates In preparing unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include the estimated fair value of stock-based equity awards, and the estimated fair value of financial instruments recognized as liabilities. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers |
Statement of Cash Flows - Supplemental Information | Statement of Cash Flows - Supplemental Information The unaudited condensed consolidated statement of cash flows supplemental information as of September 30, 2021 is as follows: cash flows used in investing activities with respect to the purchase of fixed assets of $ 192 153 60 4,115 568 354,996 20 3,945 Financial Condition The Company has financed its operations principally through the public and private issuances of its common stock, preferred stock, common stock purchase warrants, and debt. The Company is 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 product and services and ongoing R&D and clinical trials. The Company expects to continue to experience recurring losses from operations and will continue to fund its operations with debt and equity financing transactions. Notwithstanding, however, with the cash on-hand as of the date hereof, the Company expects to be able to fund its future operations for one year from the date of the issue of the Company’s unaudited condensed consolidated financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended September 30, 2021. |
Recent Accounting Standards Updates | Recent Accounting Standards Updates Accounting Standards Updates Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company’s adoption of the ASU 2020-06 guidance as of January 1, 2021 did not have an effect on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes”, Accounting Standards Updates Not Yet Adopted FASB ASC Topic 842, Leases Leases ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Incurred Expenses of Minority Shareholders | Schedule of Incurred Expenses of Minority Shareholders 2021 2020 2021 2020 For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Cost of Revenue CWRU – Royalty Fee $ 10 $ — $ 10 $ — General and Administrative Expense CWRU – License Agreement - Amendment Fee - 10 — 10 — Stock-based compensation expense – Physician Inventors’ restricted stock awards 273 — 637 — Research and Development Expense CWRU License Agreement - reimbursement of patent legal fees 82 80 195 138 EsoCheck devices provided to CWRU — — — 15 Fees - Physician Inventors’ consulting agreements 8 20 22 74 Stock-based compensation expense – Physician Inventors’ stock options 56 6 114 17 Total Related Party Expenses $ 439 $ 106 $ 988 $ 244 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | Schedule of Assets Acquired and Liabilities Assumed Cash acquired $ 108 Intangible asset - in-process research and development 133 Intangible asset - assembled workforce 70 Liabilities assumed (50 ) Total net assets acquired $ 261 |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The fair value hierarchy table for the reporting dates noted is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level-1 Level-2 Level-3 Inputs Inputs Inputs Total December 31, 2020 Senior Secured Convertible Note - November 2019 $ — $ — $ 1,270 $ 1,270 Senior Convertible Note - April 2020 $ — $ — $ 4,600 $ 4,600 Senior Secured Convertible Note – August 2020 $ — $ — $ 8,790 $ 8,790 Totals $ — $ — $ 14,660 $ 14,660 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | All of the convertible notes, as such convertible notes are discussed below, were repaid-in-full during the three months ended March 31, 2021. The fair value and face value principal of outstanding convertible notes at December 31, 2020 were as follows: Summary of Outstanding Debt Contractual Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value November 2019 Senior Secured Convertible Note September 30, 2021 7.875 % $ 1.60 $ 956 $ 1,270 April 2020 Senior Convertible Note April 30, 7.875 % $ 5.00 $ 4,111 $ 4,600 August 2020 Senior Secured August 6, 7.875 % $ 5.00 $ 7,750 $ 8,790 Balance - December 31, 2020 $ 12,817 $ 14,660 |
Schedule of Senior Convertible Note Estimated Fair Value | A reconciliation in the fair value of debt during the nine months ended September 30, 2021 is as follows: Schedule of Senior Convertible Note Estimated Fair Value November 2019 Senior Secured Convertible Notes April 2020 Senior Convertible Note August 2020 Senior Secured Convertible Note Sum of Balance Sheet Fair Value Components Other Income (Expense) Fair Value - December 31, 2020 $ 1,270 $ 4,600 $ 8,790 $ 14,660 - Installment repayments – common stock (956 ) — — (956 ) - Non-installment payments – common stock (7 ) — — (7 ) - Non-installment payments – cash — (52 ) (102 ) (154 ) - Change in fair value (307 ) (437 ) (938 ) (1,682 ) 1,682 Principal repayments – cash — (4,111 ) (7,750 ) (11,861 ) Fair Value at September 30, 2021 (1) $ — — $ — $ — - Other Income (Expense) - Change in fair value - nine months ended September 30, 2021 (1) $ 1,682 (1) As discussed above, all remaining convertible notes were previously repaid during the three months ended March 31, 2021. Note 8 — Debt A reconciliation in the fair value of debt during the three and nine months ended September 30, 2020 is as follows: December 2018 Senior Secured Convertible Note November 2019 Senior Secured Convertible Notes April 2020 Senior Convertible Note August 2020 Senior Secured Convertible Note Sum of Balance Sheet Fair Value Components Other Income (Expense) Fair Value - December 31, 2019 $ 1,700 $ 6,439 $ — $ — $ 8,139 - Face value principal – issue date — 7,000 — — 7,000 Fair value adjustment – issue date — 2,600 — — 2,600 $ (2,600 ) Installment repayments – common stock (1,642 ) — — — (1,642 ) Non-installment payments – common stock (4 ) — — — (4 ) Non-installment payments – cash — (138 ) — — (138 ) Change in fair value 9 4,699 — — 4,708 (4,708 ) Lender Fee - November 2019 Senior Secured Convertible Notes — — — — — (700 ) Fair Value at March 31, 2020 $ 63 $ 20,600 — $ — $ 20,663 - Other Income (Expense) - Change in fair value - three months ended March 31, 2020 $ (8,008 ) Face value principal – issue date — — 4,111 — 4,111 Fair value adjustment – issue date — — (411 ) — (411 ) 411 Installment repayments – common stock (50 ) (5,695 ) — — (5,745 ) Non-installment payments – common stock (2 ) (242 ) — — (244 ) Non-installment payments – cash — — (54 ) — (54 ) Change in fair value (11 ) (2,363 ) 254 — (2,120 ) 2,120 Lender Fee - April 2020 Senior Convertible Note — — — — — (411 ) Fair Value at June 30, 2020 $ — $ 12,300 3,900 $ — $ 16,200 - Other Income (Expense) - Change in fair value - three months ended June 30, 2020 $ 2,120 Other Income (Expense) - Change in fair value - six months ended June 30, 2020 $ (5,888 ) Face value principal – issue date — — — 7,750 7,750 Fair value adjustment – issue date — — — (750 ) (750 ) 750 Installment repayments – common stock — (2,298 ) — — (2,298 ) Non-installment payments – common stock — (141 ) — — (141 ) Non-installment payments – cash — — (81 ) (93 ) (174 ) Change in fair value — (2,961 ) 781 1,813 (367 ) 367 Lender Fee - August 2020 Senior Secured Convertible Note — — — — — (750 ) Fair Value at September 30, 2020 $ — $ 6,900 $ 4,600 $ 8,720 $ 20,220 - Other Income (Expense) - Change in fair value - three months ended September 30, 2020 $ 367 Other Income (Expense) - Change in fair value - nine months ended September 30, 2020 $ (5,521 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock-Based Compensation Awards Granted | The consolidated stock-based compensation expense recognized by each of PAVmed Inc. and Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Awards Granted Three Months Ended Nine Months Ended 2021 2020 2021 2020 Commercial operations expenses $ 341 $ 85 $ 840 $ 183 General and administrative expenses 3,339 363 9,062 948 Research and development expenses 310 138 727 327 Total stock-based compensation expenses $ 3,990 $ 586 $ 10,629 $ 1,458 |
Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses | The stock-based compensation expense recognized by Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses Three Months Ended Nine Months Ended 2021 2020 2021 2020 Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expense $ 2,695 $ — $ 5,988 $ — Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses 21 13 57 39 PAVmed Inc 2014 Equity Plan - research and development expenses 56 3 111 10 Total stock-based compensation expense – $ 2,772 $ 16 $ 6,156 $ 49 |
Schedule of Unrecognized Compensation Expense | The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense Unrecognized Weighted Average Remaining Service Period PAVmed Inc. 2014 Equity Plan Stock Options $ 7,641 1.4 Restricted Stock Awards $ 2,368 1.4 Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 15 0.3 Restricted Stock Awards $ 17,491 1.5 |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Nine Months Ended September 30, 2021 2020 Expected term of stock options (in years) 5.6 5.8 Expected stock price volatility 76 % 73 % Risk free interest rate 0.9 % 0.5 % Expected dividend yield 0 % 0 % |
2014 Equity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | Stock options issued and outstanding under the PAVmed Inc. 2014 Equity Plan is as follows: Schedule of Summarizes Information About Stock Options Number Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options - December 31, 2020 6,798,529 $ 2.55 7.3 Granted (1) 2,615,000 $ 4.86 Exercised (604,500 ) $ 1.58 Forfeited (161,247 ) $ 2.73 Outstanding stock options - September 30, 2021 8,647,782 $ 3.32 6.9 $ 45,267 Vested and exercisable stock options - September 30, 2021 5,919,023 $ 2.84 5.7 $ 33,031 (1) Stock options granted under the PAVmed Inc. 2014 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of September 30, 2021 and December 31, 2020 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. |
2018 Equity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan is as follows: Schedule of Summarizes Information About Stock Options Number Weighted Remaining Outstanding stock options at December 31, 2020 1,399,242 $ 0.61 8.0 Granted (1) — $ — Exercised — $ — Forfeited — $ — Outstanding stock options at September 30, 2021 1,399,242 $ 0.61 7.2 Vested and exercisable stock options at September 30, 2021 1,286,361 $ 0.59 7.2 (1) Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant. |
Common Stock and Common Stock_2
Common Stock and Common Stock Purchase Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Outstanding Warrants to Purchase Common Stock | The common stock purchase warrants (classified in permanent equity) outstanding as of the dates indicated are as follows: Schedule of Outstanding Warrants to Purchase Common Stock Common Stock Purchase Warrants Issued and Outstanding at Weighted Weighted September 30, Average December 31, Average Expiration 2021 Price /Share 2020 Price/Share Date Series Z Warrants 13,887,814 $ 1.60 16,814,939 $ 1.60 April 2024 UPO - Series Z Warrants — $ — 53,000 $ 1.60 January 2021 Series W Warrants 377,873 $ 5.00 381,818 $ 5.00 January 2022 Total 14,265,687 $ 1.68 17,249,757 $ 1.57 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Interest of Stockholders' Equity | The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows: Schedule of Noncontrolling Interest of Stockholders' Equity Nine Months Ended Year Ended NCI – equity (deficit) – beginning of period $ (2,369 ) $ (814 ) Investment in Veris Health Inc. 6 — Net loss attributable to NCI – Lucid Diagnostics Inc. (3,044 ) (1,503 ) Net loss attributable to NCI – Solys Diagnostics Inc. (29 ) (109 ) Net loss attributable to NCI – Veris Health Inc. (245 ) — Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise — 5 Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 6,045 52 NCI – equity (deficit) – end of period $ 364 $ (2,369 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share | The respective “Net loss per share - attributable to PAVmed Inc. - basic and diluted” and “Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted” - for the periods indicated - is as follows: Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share 2021 2020 2021 2020 Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator Net loss - before noncontrolling interest $ (13,668 ) $ (5,874 ) $ (36,447 ) $ (26,629 ) Net loss attributable to noncontrolling interest 1,441 391 3,318 1,093 Net loss - as reported, attributable to PAVmed Inc. $ (12,227 ) $ (5,483 ) $ (33,129 ) $ (25,536 ) Series B Convertible Preferred Stock dividends: $ (67 ) $ (74 ) $ (216 ) $ (215 ) Net loss attributable to PAVmed Inc. common stockholders $ (12,294 ) $ (5,557 ) $ (33,345 ) $ (25,751 ) Denominator Weighted average common shares outstanding, basic and diluted 83,307,170 48,380,677 79,873,583 45,563,961 Net Loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (0.15 ) $ (0.11 ) $ (0.41 ) $ (0.56 ) Net loss attributable to PAVmed Inc. common stockholders $ (0.15 ) $ (0.11 ) $ (0.42 ) $ (0.57 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share 2021 2020 September 30, 2021 2020 PAVmed Inc. 2014 Equity Plan stock options and 10,213,615 8,090,195 Unit purchase options - as to shares of common stock — 53,000 Unit purchase options - as to shares underlying Series Z Warrants — 53,000 Series Z Warrants 13,887,814 16,814,939 Series W Warrants 377,873 381,818 Series B Convertible Preferred Stock 1,091,448 1,203,488 Total 25,570,750 26,596,440 Antidilutive securities excluded from computation of diluted weighted shares outstanding 25,570,750 26,596,440 |
The Company (Details Narrative)
The Company (Details Narrative) $ / shares in Units, $ in Millions | Oct. 14, 2021USD ($)$ / sharesshares | Sep. 30, 2021Segment$ / sharesshares | Oct. 06, 2021shares | Dec. 31, 2020$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of operating segments | Segment | 1 | |||
Preferred Stock, Shares Authorized | 20,000,000 | 100,000,000 | 20,000,000 | |
Common Stock, Shares, Issued | 84,400,822 | 63,819,935 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||
[custom:OfferringCosts-0] | $ | $ 0.7 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | 5 | |||
Common Stock, Shares, Issued | 571,428 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 14 | |||
Other Underwriting Expense | $ | $ 4.9 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Standards Updates (Details Narrative) - USD ($) $ in Thousands | 2 Months Ended | 9 Months Ended | |||
Nov. 18, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 06, 2021 | Dec. 31, 2020 | |
Preferred Stock, Shares Authorized | 20,000,000 | 100,000,000 | 20,000,000 | ||
Payments to purchase fixed assets | $ 192 | $ 47 | |||
Purchase of fixed assets included in accounts payable | 153 | ||||
Purchase of fixed assets included in accrued expenses and other current liabilities | 60 | ||||
Proceeds from warrants exercise | 4,115 | ||||
Series Z Warrants [Member] | |||||
Proceeds from warrants exercise | $ 568 | ||||
Number of warrants exercised | 1,946,259 | 354,996 | |||
Series W Warrants [Member] | |||||
Proceeds from warrants exercise | $ 20 | ||||
Number of warrants exercised | 3,945 |
Patent License Agreement (Detai
Patent License Agreement (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2018 | Oct. 23, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
[custom:LicenseFee] | $ 273 | $ 50 | ||||
[custom:LicenseAgreementRemainingBalance-0] | $ 223 | |||||
[custom:AmendmentFee-0] | $ 10 | 10 | ||||
Research and development expense | $ 5,305 | $ 2,619 | 12,878 | $ 7,321 | ||
Commercialization milestone payment amount | 100 | |||||
Royalty Expense | 50 | |||||
Increase (Decrease) in Royalties Payable | 150 | |||||
Deferred Revenue, Period Increase (Decrease) | 300 | |||||
Deferred Revenue, Additions | 100,000 | |||||
Deferred Revenue, Revenue Recognized | $ 600 | |||||
[custom:RoyaltyFeePaymentLiabilityPercentage] | 5.00% | |||||
Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Deferred Revenue, Period Increase (Decrease) | $ 50,000 | |||||
Deferred Revenue, Revenue Recognized | $ 100,000 | |||||
Royalty [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Revenue percentage | 5.00% | 5.00% | ||||
Revenue | $ 1,000 | |||||
Royalty [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Revenue percentage | 8.00% | 8.00% | ||||
Revenue | $ 500 | |||||
Royalty [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Revenue | $ 1,000 | |||||
License [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
[custom:RoyaltyFeePaymentLiabilityPercentage] | 30.00% | |||||
License and Service [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
[custom:RoyaltyFeePaymentLiabilityPercentage] | 15.00% | |||||
C W R U License Agreement Terms [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Research and development expense | $ 75 | |||||
Milestone payment | 200 | |||||
License Agreement Terms [Member] | Royalty [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Revenue | $ 25,000 |
Schedule of Incurred Expenses o
Schedule of Incurred Expenses of Minority Shareholders (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||||
CWRU – Royalty Fee | $ 10 | $ 10 | ||
CWRU – License Agreement - Amendment Fee - Milestone III | 10 | 10 | ||
Stock-based compensation expense – Physician Inventors’ restricted stock awards | 273 | 637 | ||
CWRU License Agreement - reimbursement of patent legal fees | 82 | 80 | 195 | 138 |
EsoCheck devices provided to CWRU | 15 | |||
Fees - Physician Inventors’ consulting agreements | 8 | 20 | 22 | 74 |
Stock-based compensation expense – Physician Inventors’ stock options | 56 | 6 | 114 | 17 |
Total Related Party Expenses | $ 439 | $ 106 | $ 988 | $ 244 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 12, 2018 | Jun. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
General and Administrative Expense | $ 5,987 | $ 2,222 | $ 16,100 | $ 6,942 | ||
Consulting Agreement [Member] | Board Of Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
General and Administrative Expense | $ 8 | $ 3 | $ 21 | $ 4 | ||
2014 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted | 25,000 | 50,000 | ||||
Options exercise price | $ 1.59 | $ 6.41 | ||||
Options term | 10 years |
Schedule of Assets Acquired and
Schedule of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | May 18, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash acquired | $ 108 |
Intangible asset - in-process research and development | 133 |
Intangible asset - assembled workforce | 70 |
Liabilities assumed | (50) |
Total net assets acquired | $ 261 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) $ in Thousands | Oct. 05, 2021 | May 28, 2021 | May 18, 2021 |
Business Acquisition [Line Items] | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents | $ 108 | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | 50 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 133 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 70 | ||
Oncodisc [Member] | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 261 | ||
Business acquisition, equity interest issued or issuable, number of shares | 1,564,514 | ||
Business acquisition, equity interest issued or issuable, value assigned | $ 6 | ||
Business combination, consideration transferred | 255 | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents | 108 | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | 50 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 133 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 70 | ||
Oncodisc [Member] | At The Time Of Transaction Closing [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 155 | ||
Capnostics LLC [Member] | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 2,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) $ in Millions | Dec. 23, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Plaintiff - monetary damages | $ 1.3 |
Schedule of Financial Liabiliti
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Thousands | Dec. 31, 2020USD ($) | [1] |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 14,660 | |
November Nineteen Senior Secured Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 1,270 | |
April 2020 Senior Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 4,600 | |
August 2020 Senior Secured Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 8,790 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 1 [Member] | November Nineteen Senior Secured Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 1 [Member] | April 2020 Senior Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 1 [Member] | August 2020 Senior Secured Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 2 [Member] | November Nineteen Senior Secured Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 2 [Member] | April 2020 Senior Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 2 [Member] | August 2020 Senior Secured Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 14,660 | |
Fair Value, Inputs, Level 3 [Member] | November Nineteen Senior Secured Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 1,270 | |
Fair Value, Inputs, Level 3 [Member] | April 2020 Senior Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 4,600 | |
Fair Value, Inputs, Level 3 [Member] | August 2020 Senior Secured Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 8,790 | |
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. |
Summary of Outstanding Debt (De
Summary of Outstanding Debt (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Short-term Debt [Line Items] | |
Face Value | $ 12,817 |
Fair Value | $ 14,660 |
November 4, 2019 Senior Secured Convertible Notes [Member] | |
Short-term Debt [Line Items] | |
Maturity Date | Sep. 30, 2021 |
Stated Interest Rate | 7.875% |
Conversion Price | $ / shares | $ 1.60 |
Face Value | $ 956 |
Fair Value | $ 1,270 |
April 2020 Senior Convertible Notes [Member] | |
Short-term Debt [Line Items] | |
Maturity Date | Apr. 30, 2022 |
Stated Interest Rate | 7.875% |
Conversion Price | $ / shares | $ 5 |
Face Value | $ 4,111 |
Fair Value | $ 4,600 |
August 2020 Senior Secured Convertible Notes [Member] | |
Short-term Debt [Line Items] | |
Maturity Date | Aug. 6, 2022 |
Stated Interest Rate | 7.875% |
Conversion Price | $ / shares | $ 5 |
Face Value | $ 7,750 |
Fair Value | $ 8,790 |
Schedule of Senior Convertible
Schedule of Senior Convertible Note Estimated Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Short-term Debt [Line Items] | |||||||
Fair Value at June 30, 2020 | $ 16,200 | $ 20,663 | $ 8,139 | $ 8,139 | $ 14,660 | $ 8,139 | |
Installment repayments – common stock | (2,298) | (5,745) | (1,642) | (956) | |||
Non-installment payments – common stock | (141) | (244) | (4) | (7) | |||
Non-installment payments – cash | (174) | (54) | (138) | (154) | |||
Change in fair value | (367) | (2,120) | 4,708 | (1,682) | |||
Principal repayments – cash | (11,861) | ||||||
Fair Value at September 30, 2020 | 20,220 | 16,200 | 20,663 | 16,200 | [1] | 20,220 | |
Face value principal – issue date | 7,750 | 4,111 | 7,000 | ||||
Fair value adjustment – issue date | (750) | (411) | 2,600 | ||||
Lender Fee - August 2020 Senior Secured Convertible Note | |||||||
Other Income (Expense) [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Other Income (Expense) - Change in fair value | 367 | 2,120 | (8,008) | (5,888) | 1,682 | (5,521) | |
November Senior Secured Convertible Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Fair Value at June 30, 2020 | 12,300 | 20,600 | 6,439 | 6,439 | 1,270 | 6,439 | |
Installment repayments – common stock | (2,298) | (5,695) | (956) | ||||
Non-installment payments – common stock | (141) | (242) | (7) | ||||
Non-installment payments – cash | (138) | ||||||
Change in fair value | (2,961) | (2,363) | 4,699 | (307) | |||
Principal repayments – cash | |||||||
Fair Value at September 30, 2020 | 6,900 | 12,300 | 20,600 | 12,300 | [1] | 6,900 | |
Face value principal – issue date | 7,000 | ||||||
Fair value adjustment – issue date | 2,600 | ||||||
Lender Fee - August 2020 Senior Secured Convertible Note | |||||||
April 2020 Senior Convertible Notes [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Fair Value at June 30, 2020 | 3,900 | 4,600 | |||||
Installment repayments – common stock | |||||||
Non-installment payments – common stock | |||||||
Non-installment payments – cash | (81) | (54) | (52) | ||||
Change in fair value | 781 | 254 | (437) | ||||
Principal repayments – cash | (4,111) | ||||||
Fair Value at September 30, 2020 | 4,600 | 3,900 | 3,900 | [1] | 4,600 | ||
Face value principal – issue date | 4,111 | ||||||
Fair value adjustment – issue date | (411) | ||||||
Lender Fee - August 2020 Senior Secured Convertible Note | |||||||
August 2020 Senior Secured Convertible Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Fair Value at June 30, 2020 | 8,790 | ||||||
Installment repayments – common stock | |||||||
Non-installment payments – common stock | |||||||
Non-installment payments – cash | (93) | (102) | |||||
Change in fair value | 1,813 | (938) | |||||
Principal repayments – cash | (7,750) | ||||||
Fair Value at September 30, 2020 | 8,720 | [1] | 8,720 | ||||
Face value principal – issue date | 7,750 | ||||||
Fair value adjustment – issue date | (750) | ||||||
Lender Fee - August 2020 Senior Secured Convertible Note | |||||||
Other Income (Expense) [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Fair Value at June 30, 2020 | |||||||
Installment repayments – common stock | |||||||
Non-installment payments – common stock | |||||||
Non-installment payments – cash | |||||||
Change in fair value | 367 | 2,120 | (4,708) | 1,682 | |||
Fair Value at September 30, 2020 | [1] | ||||||
Fair value adjustment – issue date | 750 | 411 | (2,600) | ||||
Lender Fee - August 2020 Senior Secured Convertible Note | (750) | (411) | (700) | ||||
December 2018 Senior Convertible Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Fair Value at June 30, 2020 | 63 | 1,700 | 1,700 | 1,700 | |||
Installment repayments – common stock | (50) | (1,642) | |||||
Non-installment payments – common stock | (2) | (4) | |||||
Non-installment payments – cash | |||||||
Change in fair value | (11) | 9 | |||||
Fair Value at September 30, 2020 | 63 | ||||||
Face value principal – issue date | |||||||
Fair value adjustment – issue date | |||||||
Lender Fee - August 2020 Senior Secured Convertible Note | |||||||
[1] | As discussed above, all remaining convertible notes were previously repaid during the three months ended March 31, 2021. |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Mar. 02, 2021 | Jan. 30, 2021 | Jan. 05, 2021 | Apr. 08, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 06, 2020 | Apr. 30, 2020 |
Short-term Debt [Line Items] | |||||||||||
Repayment of convertible debt | $ 14,816 | ||||||||||
Face value principal amount | $ 12,817 | ||||||||||
Debt instrument forgiveness | 300 | ||||||||||
April 2020 Senior Convertible Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Repayment of convertible debt | $ 14,466 | $ 350 | |||||||||
Face value principal amount | $ 4,111 | ||||||||||
Debt extinguishment loss | 2,955 | ||||||||||
August 2020 Senior Secured Convertible Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Non-installment payments | $ 81 | 52 | 135 | ||||||||
August 06, 2020 Senior Secured Convertible Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Face value principal amount | $ 7,750 | ||||||||||
Non-installment payments | $ 102 | $ 93 | |||||||||
Securities Purchase Agreement [Member] | November 2019 Senior Convertible Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Repayment of convertible debt | $ 956 | ||||||||||
Periodic payment interest | $ 7 | ||||||||||
Debt conversion share issued | 667,668 | ||||||||||
Number of shares issued of common stock, amount | $ 1,723 | ||||||||||
Paycheck Protection Program [Member] | JP Morgan Chase, N.A [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from loan | $ 300 |
Schedule of Summarizes Informat
Schedule of Summarizes Information About Stock Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | ||
2014 Long Term Incentive Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Stock Options Outstanding, Beginning Balance | 6,798,529 | ||
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 2.55 | ||
Remaining Contractual Term (Years) stock options, Ending Balance | 6 years 10 months 24 days | 7 years 3 months 18 days | |
Number of Stock Options, Granted | 2,615,000 | [1] | |
Weighted Average Exercise Price, Granted | $ / shares | $ 4.86 | [1] | |
Number of Stock Option, Exercised | (604,500) | ||
Weighted Average Exercise Price, Exercised | $ / shares | $ 1.58 | ||
Number of Stock Option, Forfeited | (161,247) | ||
Weighted Average Exercise Price, Forfeited | $ / shares | $ 2.73 | ||
Number of Stock Options Outstanding, Ending Balance | 8,647,782 | 6,798,529 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 3.32 | $ 2.55 | |
Intrinsic Value of Outstanding Stock Option, Ending Balance | $ | $ 45,267 | [2] | |
Number of Stock Options Vested and exercisable stock options | 5,919,023 | ||
Weighted Average Exercise Price, Vested and exercisable stock options | $ / shares | $ 2.84 | ||
Remaining Contractual Term (Years), Vested and exercisable stock options | 5 years 8 months 12 days | ||
Intrinsic Value of Vested and Exercisable Stock Option, Ending Balance | $ | $ 33,031 | [2] | |
Number of Stock Options Outstanding, Ending Balance | 8,647,782 | 6,798,529 | |
2018 Long Term Incentive Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Stock Options Outstanding, Beginning Balance | 1,399,242 | ||
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.61 | ||
Remaining Contractual Term (Years) stock options, Ending Balance | 7 years 2 months 12 days | ||
Number of Stock Options, Granted | [3] | ||
Weighted Average Exercise Price, Granted | $ / shares | [3] | ||
Number of Stock Option, Exercised | |||
Weighted Average Exercise Price, Exercised | $ / shares | |||
Number of Stock Option, Forfeited | |||
Weighted Average Exercise Price, Forfeited | $ / shares | |||
Number of Stock Options Outstanding, Ending Balance | 1,399,242 | 1,399,242 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.61 | $ 0.61 | |
Number of Stock Options Vested and exercisable stock options | 1,286,361 | ||
Weighted Average Exercise Price, Vested and exercisable stock options | $ / shares | $ 0.59 | ||
Remaining Contractual Term (Years), Vested and exercisable stock options | 7 years 2 months 12 days | ||
Number of Stock Options Outstanding, Ending Balance | 1,399,242 | 1,399,242 | |
Remaining Contractual Term (Years) stock options, Beginning Balance | 8 years | ||
[1] | Stock options granted under the PAVmed Inc. 2014 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant. | ||
[2] | The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of September 30, 2021 and December 31, 2020 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. | ||
[3] | Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant. |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Awards Granted (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total stock-based compensation | $ 3,990 | $ 586 | $ 10,629 | $ 1,458 |
Commercial and Operations Expenses [Member] | ||||
Total stock-based compensation | 341 | 85 | 840 | 183 |
General and Administrative Expense [Member] | ||||
Total stock-based compensation | 3,339 | 363 | 9,062 | 948 |
Research and Development Expense [Member] | ||||
Total stock-based compensation | $ 310 | $ 138 | $ 727 | $ 327 |
Schedule of Stock-Based Compe_2
Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-based compensation expense | $ 3,990 | $ 586 | $ 10,629 | $ 1,458 |
General and Administrative Expense [Member] | ||||
Stock-based compensation expense | 3,339 | 363 | 9,062 | 948 |
Research and Development Expense [Member] | ||||
Stock-based compensation expense | 310 | 138 | 727 | 327 |
Research and Development Expense [Member] | Lucid Diagnostics Inc [Member] | ||||
Stock-based compensation expense | 2,772 | 16 | 6,156 | 49 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | General and Administrative Expense [Member] | ||||
Stock-based compensation expense | 2,695 | 5,988 | ||
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Research and Development Expense [Member] | ||||
Stock-based compensation expense | 21 | 13 | 57 | 39 |
PAVmed Inc 2014 Equity Plan [Member] | Research and Development Expense [Member] | ||||
Stock-based compensation expense | $ 56 | $ 3 | $ 111 | $ 10 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
PAVmed Inc 2014 Equity Plan [Member] | Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Expense | $ 7,641 |
Weighted Average Remaining Service Period | 1 year 4 months 24 days |
PAVmed Inc 2014 Equity Plan [Member] | Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Expense | $ 2,368 |
Weighted Average Remaining Service Period | 1 year 4 months 24 days |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Expense | $ 15 |
Weighted Average Remaining Service Period | 3 months 18 days |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Expense | $ 17,491 |
Weighted Average Remaining Service Period | 1 year 6 months |
Schedule of Fair Values of Stoc
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||
Expected term of stock options (in years) | 5 years 7 months 6 days | 5 years 9 months 18 days |
Expected stock price volatility | 76.00% | 73.00% |
Risk free interest rate | 0.90% | 0.50% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 02, 2021 | Mar. 01, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||||||||
General and Administrative Expense | $ 5,987 | $ 2,222 | $ 16,100 | $ 6,942 | |||||
Research and Development Expense | $ 5,305 | $ 2,619 | 12,878 | 7,321 | |||||
Proceeds from issuance of common stock | $ 55,016 | ||||||||
Employee Stock Purchase Plan [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Number of stock purchase of common stock | 203,480 | 154,266 | 31,112 | 152,289 | |||||
Proceeds from issuance of common stock | $ 304 | $ 126 | $ 131 | $ 231 | |||||
Number of common stock reserved | 1,250,000 | 1,250,000 | |||||||
Employee Stock Purchase Plan [Member] | Board Of Directors [Member] | Maximum [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Increase in stock options available-for-grant | 626,081 | ||||||||
2014 Equity Plan [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Stock options available-for-grant | 1,249,653 | 1,249,653 | |||||||
Increase in stock options available-for-grant | 500,854 | ||||||||
Weighted average fair value of stock options | $ 3.47 | $ 1.28 | |||||||
2014 Equity Plan [Member] | Restricted Stock [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Number of restricted stock award granted | 300,000 | 1,650,000 | |||||||
Vesting portion of stock | 2014 Equity Plan, with such restricted stock awards having a single vesting date of April 1, 2024. | The vesting of the previously granted restricted stock awards is as follows: 233,334 vested on March 15, 2020; 466,666 vesting on March 15, 2022; 450,000 vesting ratably on an annual basis over a three year period with the initial annual vesting date on May 1, 2021; and 500,000 restricted stock awards having a single vesting date of May 1, 2023. | |||||||
Stock-based compensation expense | $ 1,491 | $ 2,680 | |||||||
2018 Stock Plan [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Stock options available-for-grant | 2,850,220 | 2,850,220 | |||||||
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Vesting portion of stock | vesting date in April 2023 | vesting date of March 1, 2023 | |||||||
Restricted stock awards vested | 91,715 | 1,467,440 | 1,813,135 | ||||||
Grant date fair value | $ 1,200 | $ 18,900 | |||||||
General and Administrative Expense | 1,100 | ||||||||
Research and Development Expense | $ 100 | ||||||||
Offering scenario, description | a relative weighting ranged from 75%-97.5% for to the IPO scenario and the relative weighting ranged from 25% - 2.5% for the stay private scenario. | ||||||||
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | Board Of Directors [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Vesting portion of stock | 169,320 restricted stock awards having annual vesting dates on the grant date anniversary in each of September 2022 and 2023; and 84,660 restricted stock awards having a single vesting date in July 2023. | ||||||||
Restricted stock awards vested | 253,980 | ||||||||
Grant date fair value | $ 3,400 | ||||||||
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | Subsequent Event [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Restricted stock awards vested | 7,055 | ||||||||
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | Subsequent Event [Member] | Board Of Directors [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Restricted stock awards vested | 84,660 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 06, 2021 | |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 100,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares issued | 1,091,448 | 1,228,075 | |||||||
Preferred stock, shares outstanding | 1,091,448 | 1,228,075 | |||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Additional shares of dividend | 210,448 | ||||||||
Convertible preferred stock, shares issued in settlement | 211 | ||||||||
Series B Convertible Preferred Stock [Member] | Board Of Directors [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Convertible preferred stock, shares issued in settlement | 73,821 | 70,279 | 221 | ||||||
Preferred stock divendeds | $ 75 | $ 70 | $ 74 | $ 71 | $ 73 | $ 70 | |||
Series B Convertible Preferred Stock [Member] | Board Of Directors [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Additional shares of dividend | 22,471 | ||||||||
Preferred stock divendeds | $ 67 |
Schedule of Outstanding Warrant
Schedule of Outstanding Warrants to Purchase Common Stock (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Common stock purchase warrants issued and outstanding | 14,265,687 | 17,249,757 |
Weighted average exercise price /share | $ 1.68 | $ 1.57 |
Series Z Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Common stock purchase warrants issued and outstanding | 13,887,814 | 16,814,939 |
Weighted average exercise price /share | $ 1.60 | $ 1.60 |
Warrants expiration date | Apr. 30, 2024 | Apr. 30, 2024 |
UPO - Series Z Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Common stock purchase warrants issued and outstanding | 53,000 | |
Weighted average exercise price /share | $ 1.60 | |
Warrants expiration date | Jan. 31, 2021 | Jan. 31, 2021 |
Series W Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Common stock purchase warrants issued and outstanding | 377,873 | 381,818 |
Weighted average exercise price /share | $ 5 | $ 5 |
Warrants expiration date | Jan. 31, 2022 | Jan. 31, 2022 |
Common Stock and Common Stock_3
Common Stock and Common Stock Purchase Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 18, 2021 | Jan. 05, 2021 | Feb. 23, 2021 | Jan. 31, 2021 | Nov. 18, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | |||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares issued | 84,400,822 | 84,400,822 | 63,819,935 | |||||||
Common stock, shares outstanding | 84,400,822 | 84,400,822 | 63,819,935 | |||||||
Proceeds from Issuance of Common Stock | $ 55,016 | |||||||||
Repayments of Convertible Debt | $ 14,816 | |||||||||
Number of shares issued for exercise of warrants | 2,931,070 | |||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 823 | $ 953 | ||||||||
Warrants were exercised price per share | $ 1.68 | $ 1.68 | $ 1.57 | |||||||
2014 Equity Plan [Member] | Equity Option [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 16,664 | 604,500 | ||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 953 | |||||||||
PAVmed Inc. Employee Stock Purchase Plan [Member] | Employees [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 203,480 | 31,112 | ||||||||
Subsequent Event [Member] | 2014 Equity Plan [Member] | Equity Option [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 26 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 210,448 | |||||||||
Series Z Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants were exercised price per share | $ 1.60 | $ 1.60 | ||||||||
Series Z Warrants [Member] | Subsequent Event [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants were exercised price per share | $ 1.60 | $ 1.60 | ||||||||
Series W Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of common stock shares issued | 3,945 | 3,945 | ||||||||
Warrants were exercised price per share | $ 5 | $ 5 | ||||||||
November 2019 Senior Convertible Notes [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 667,668 | |||||||||
Repayments of Convertible Debt | $ 956 | |||||||||
Debt Instrument, Periodic Payment, Interest | $ 7 | |||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of common stock shares issued | 6,000,000 | 9,782,609 | 1,186,467 | 2,927,125 | ||||||
Proceeds from Issuance of Common Stock | $ 13,434 | $ 41,566 | ||||||||
Placement agent fees and legal fees | 951 | |||||||||
Debt Issuance Costs, Net | $ 71 | $ 290 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 483,668 | 604,500 | ||||||||
Stock Issued During Period, Value, Stock Options Exercised | ||||||||||
Series Z Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issued for exercise of warrants | 2,927,125 | |||||||||
Number of warrants exercised | 1,946,259 | 354,996 | ||||||||
Series Z Warrants [Member] | Subsequent Event [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issued for exercise of warrants | 1,946,259 | |||||||||
Series W Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issued for exercise of warrants | 3,945 | |||||||||
Number of warrants exercised | 3,945 |
Schedule of Noncontrolling Inte
Schedule of Noncontrolling Interest of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
NCI – equity (deficit) – beginning of period | $ (2,369) | ||||
Net loss attributable to NCI – Veris Health Inc. | $ (1,441) | $ (391) | (3,318) | $ (1,093) | |
NCI – equity (deficit) – end of period | 364 | 364 | $ (2,369) | ||
Noncontrolling Interest [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
NCI – equity (deficit) – beginning of period | (2,369) | $ (814) | (814) | ||
Investment in Veris Health Inc. | 6 | ||||
Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise | 5 | ||||
Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan | 6,045 | 52 | |||
NCI – equity (deficit) – end of period | $ 364 | 364 | (2,369) | ||
Noncontrolling Interest [Member] | Lucid Diagnostics Inc [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Net loss attributable to NCI – Veris Health Inc. | (3,044) | (1,503) | |||
Noncontrolling Interest [Member] | Solys Diagnostics Inc. [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Net loss attributable to NCI – Veris Health Inc. | (29) | (109) | |||
Noncontrolling Interest [Member] | Veris Health Inc [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Net loss attributable to NCI – Veris Health Inc. | $ (245) |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 14, 2021 | Oct. 13, 2021 | Jun. 01, 2021 | Jan. 05, 2021 | Feb. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 12,817 | |||||||
Common Stock [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 6,000,000 | 9,782,609 | 1,186,467 | 2,927,125 | ||||
Debt Issuance Costs, Net | $ 71 | $ 290 | ||||||
Lucid Diagnostics Inc [Member] | Parent Company [Member] | Senior Unsecured Promissory Note [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Due to Officers or Stockholders | $ 22,400 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.875% | |||||||
Debt Instrument, Maturity Date | May 18, 2028 | |||||||
Lucid Diagnostics Inc [Member] | Subsequent Event [Member] | IPO [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | |||||||
Lucid Diagnostics Inc [Member] | Subsequent Event [Member] | Senior Unsecured Promissory Note [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 22,400 | |||||||
Lucid Diagnostics Inc [Member] | Subsequent Event [Member] | Parent Company [Member] | IPO [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 571,428 | |||||||
Sale of Stock, Price Per Share | $ 14 | |||||||
Proceeds from Issuance Initial Public Offering | $ 70,000 | |||||||
[custom:UnderwritingFees] | 4,900 | |||||||
Debt Issuance Costs, Net | $ 700 | |||||||
Lucid Diagnostics Inc [Member] | Subsequent Event [Member] | Parent Company [Member] | Senior Unsecured Promissory Note [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0142 | |||||||
Lucid Diagnostics Inc [Member] | Subsequent Event [Member] | Common Stock [Member] | Parent Company [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,803,200 | |||||||
Veris Health Inc [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 80.44% | |||||||
Veris Health Inc [Member] | Noncontrolling Interest [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 19.56% | |||||||
Solys Diagnostics Inc. [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 90.3235% | |||||||
Solys Diagnostics Inc. [Member] | Noncontrolling Interest [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 9.6765% | |||||||
Lucid Diagnostics Inc [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 81.85% | 81.85% | 81.85% | |||||
Lucid Diagnostics Inc [Member] | Case Western Reserve University [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 18.15% | 18.15% |
Schedule of Comparison of Basic
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss - before noncontrolling interest | $ (13,668) | $ (5,874) | $ (36,447) | $ (26,629) |
Net loss attributable to noncontrolling interest | 1,441 | 391 | 3,318 | 1,093 |
Net loss - as reported, attributable to PAVmed Inc. | (12,227) | (5,483) | (33,129) | (25,536) |
Series B Convertible Preferred Stock dividends: | (67) | (74) | (216) | (215) |
Net loss attributable to PAVmed Inc. common stockholders | $ (12,294) | $ (5,557) | $ (33,345) | $ (25,751) |
Weighted average common shares outstanding, basic and diluted | 83,307,170 | 48,380,677 | 79,873,583 | 45,563,961 |
Net loss - as reported, attributable to PAVmed Inc. | $ (0.15) | $ (0.11) | $ (0.41) | $ (0.56) |
Net loss attributable to PAVmed Inc. common stockholders | $ (0.15) | $ (0.11) | $ (0.42) | $ (0.57) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 25,570,750 | 26,596,440 |
PAVmed Inc. 2014 Equity Plan Stock Options and Restricted Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 10,213,615 | 8,090,195 |
Unit Purchase Options As To Shares Of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 53,000 | |
Unit Purchase Options as to Shares Underlying Series Z Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 53,000 | |
Series Z Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 13,887,814 | 16,814,939 |
Series W Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 377,873 | 381,818 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 1,091,448 | 1,203,488 |