Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | 60 E. 42nd Street | |
Entity Address, Address Line Three | 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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 87,974,146 | |
Common Stock, $0.001 par value per share [Member] | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | PAVM | |
Security Exchange Name | NASDAQ | |
Series Z Warrants, each to purchase one share of Common Stock | ||
Title of 12(b) Security | Series Z Warrants, each to purchase one share of Common Stock | |
Trading Symbol | PAVMZ | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 64,737 | $ 77,258 |
Accounts receivable | 89 | 200 |
Prepaid expenses, deposits, and other current assets | 6,176 | 5,179 |
Total current assets | 71,002 | 82,637 |
Fixed assets, net | 2,066 | 1,585 |
Operating lease right-of-use assets | 2,951 | |
Intangible assets, net | 7,620 | 2,029 |
Other assets | 695 | 725 |
Total assets | 84,334 | 86,976 |
Current liabilities: | ||
Accounts payable | 8,235 | 3,299 |
Accrued expenses and other current liabilities | 3,498 | 4,259 |
Operating lease liabilities, current portion | 873 | |
Contingent purchase consideration payable | 4,887 | |
Total current liabilities | 17,493 | 7,558 |
Long-term liabilities | ||
Operating lease liabilities, less current portion | 2,108 | |
Total long-term liabilities | 2,108 | |
Total liabilities | 19,601 | 7,558 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.001 par value. Authorized, 20,000,000 shares; Series B Convertible Preferred Stock, par value $0.001, issued and outstanding 1,136,210 at March 31, 2022 and 1,113,919 shares at December 31, 2021 | 2,486 | 2,419 |
Common stock, $0.001 par value. Authorized, 150,000,000 shares; 86,911,646 and 86,367,845 shares outstanding as of March 31, 2022 and December 31, 2021, respectively | 87 | 86 |
Additional paid-in capital | 199,719 | 198,071 |
Accumulated deficit | (155,849) | (138,910) |
Treasury stock | (512) | |
Total PAVmed Inc. Stockholders’ Equity | 45,931 | 61,666 |
Noncontrolling interests | 18,802 | 17,752 |
Total Stockholders’ Equity | 64,733 | 79,418 |
Total Liabilities and Stockholders’ Equity | $ 84,334 | $ 86,976 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 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 | 86,911,646 | 86,367,845 |
Common stock, shares outstanding | 86,911,646 | 86,367,845 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,136,210 | 1,113,919 |
Preferred stock, shares outstanding | 1,136,210 | 1,113,919 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 189 | |
Cost of revenue | 369 | |
Gross profit (loss) | (180) | |
Operating expenses: | ||
Sales and marketing | 3,925 | 1,387 |
General and administrative | 9,423 | 3,375 |
Research and development | 5,932 | 3,315 |
Total operating expenses | 19,280 | 8,077 |
Loss from operations | (19,460) | (8,077) |
Other income (expense): | ||
Change in fair value - contingent consideration payable | (173) | |
Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note | 1,682 | |
Debt extinguishments loss - Senior Secured Convertible Notes | (3,715) | |
Other income (expense), net | (173) | (2,033) |
Loss before provision for income tax | (19,633) | (10,110) |
Provision for income taxes | ||
Net loss before noncontrolling interests | (19,633) | (10,110) |
Net loss attributable to the noncontrolling interests | 2,761 | 679 |
Net loss attributable to PAVmed Inc. | (16,872) | (9,431) |
Less: Series B Convertible Preferred Stock dividends earned | (68) | (75) |
Net loss attributable to PAVmed Inc. common stockholders | $ (16,940) | $ (9,506) |
Per share information: | ||
Net loss per share attributable to PAVmed Inc. - basic and diluted | $ (0.20) | $ (0.13) |
Net loss per share attributable to PAVmed Inc. common stockholders – basic and diluted | $ (0.20) | $ (0.13) |
Weighted average common shares outstanding, basic and diluted | 86,336,427 | 73,954,126 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member]Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Balance - December 31, 2020 at Dec. 31, 2020 | $ 2,537 | $ 64 | $ 87,570 | $ (88,275) | $ (2,369) | $ (473) | |
Balance, shares at Dec. 31, 2020 | 1,228,075 | 63,819,935 | |||||
Series B Convertible Preferred Stock dividends declared | $ 72 | (72) | |||||
Dividends declared - Series B Convertible Preferred Stock, shares | 24,198 | ||||||
Issue common stock – exercise Series Z warrants | $ 1 | 1,375 | 1,376 | ||||
Issue common stock - exercise Series Z warrants, shares | 860,217 | ||||||
Exercise - stock options | 80 | 80 | |||||
Exercise - stock options, shares | 80,000 | ||||||
Issue common stock - Employee Stock Purchase Plan | 304 | 304 | |||||
Purchase - Employee Stock Purchase Plan, shares | 203,480 | ||||||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 631 | 631 | |||||
Stock-based compensation - majority-owned subsidiary | 3 | 802 | 805 | ||||
Net Loss | (9,431) | (679) | (10,110) | ||||
Issue common stock – registered offerings, net | $ 16 | 53,688 | 53,704 | ||||
Issue common stock - registered offerings, net, shares | 15,782,609 | ||||||
Issue common stock upon partial conversions of Senior Secured Convertible Note | 1,723 | 1,723 | |||||
Issue common stock upon partial conversions of Senior Secured Convertible Note, shares | 667,668 | ||||||
Issue common stock – conversion Series B Convertible Preferred Stock | $ (22) | 22 | |||||
Conversions - Series B Convertible Preferred Stock, shares | (10,835) | 10,835 | |||||
Balance - March 31, 2021 at Mar. 31, 2021 | $ 2,587 | $ 81 | 145,396 | (97,778) | (2,246) | 48,040 | |
Balance, shares at Mar. 31, 2021 | 1,241,438 | 81,424,744 | |||||
Balance - December 31, 2020 at Dec. 31, 2021 | $ 2,419 | $ 86 | 198,071 | (138,910) | 17,752 | 79,418 | |
Balance, shares at Dec. 31, 2021 | 1,113,919 | 86,367,845 | |||||
Series B Convertible Preferred Stock dividends declared | $ 67 | (67) | |||||
Dividends declared - Series B Convertible Preferred Stock, shares | 22,291 | ||||||
Restricted stock awards vestings | |||||||
Vest - restricted stock awards vests, shares | 466,666 | ||||||
Issue common stock – exercise Series Z warrants | |||||||
Issue common stock - exercise Series Z warrants, shares | 5 | ||||||
Exercise - stock options | $ 1 | 241 | 242 | ||||
Exercise - stock options, shares | 237,499 | ||||||
Exercise - stock options of majority-owned subsidiary | 187 | 187 | |||||
Issue common stock - Employee Stock Purchase Plan | 217 | 217 | |||||
Purchase - Employee Stock Purchase Plan, shares | 194,240 | ||||||
Impact of subsidiary equity transactions | (87) | 87 | |||||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 1,277 | 1,277 | |||||
Stock-based compensation - majority-owned subsidiary | 3,537 | 3,537 | |||||
Treasury stock | (512) | (512) | |||||
Treasury stock, shares | (354,609) | ||||||
Net Loss | (16,872) | (2,761) | (19,633) | ||||
Balance - March 31, 2021 at Mar. 31, 2022 | $ 2,486 | $ 87 | $ 199,719 | $ (155,849) | $ (512) | $ 18,802 | $ 64,733 |
Balance, shares at Mar. 31, 2022 | 1,136,210 | 86,911,646 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss - before noncontrolling interest (“NCI”) | $ (19,633) | $ (10,110) |
Adjustments to reconcile net loss - before NCI to net cash used in operating activities | ||
Depreciation expense | 93 | 12 |
Amortization expense | 123 | |
Stock-based compensation | 4,814 | 1,436 |
Fair value adjustment to contingent consideration payable | 173 | |
Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note | (1,682) | |
Debt extinguishment loss - Senior Secured Convertible Notes and Senior Convertible Note | 3,715 | |
Non-cash lease expense | 29 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 111 | |
Prepaid expenses and other current assets | (134) | (277) |
Accounts payable | 3,922 | (1,070) |
Accrued expenses and other current liabilities | (1,761) | (1,192) |
Net cash flows used in operating activities | (12,263) | (9,168) |
Cash flows from investing activities | ||
Purchase of equipment | (574) | (36) |
Acquisitions, net of cash acquired | ||
Net cash flows used in investing activities | (574) | (36) |
Cash flows from financing activities | ||
Proceeds – issue of common stock – registered offerings | 55,016 | |
Payment – offering costs – registered offerings | (1,312) | |
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) | |
Proceeds – exercise of Series Z warrants | 1,376 | |
Proceeds – exercise of stock options | 241 | 80 |
Proceeds – issue common stock – Employee Stock Purchase Plan | 217 | 304 |
Proceeds – exercise of stock options issued under equity plan of majority owned subsidiary | 187 | |
Purchase Treasury Stock – payment of employee payroll tax obligation in connection with stock-based compensation | (329) | |
Net cash flows provided by financing activities | 316 | 40,494 |
Net increase (decrease) in cash | (12,521) | 31,290 |
Cash, beginning of period | 77,258 | 17,256 |
Cash, end of period | $ 64,737 | $ 48,546 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Note 1 — The Company Description of the Business PAVmed Inc and Subsidiaries, referred to herein as “PAVmed” or the “Company” is comprised of PAVmed Inc. and its wholly-owned subsidiary and its majority-owned subsidiaries, inclusive of Lucid Diagnostics Inc. (“Lucid Diagnostics” or “LUCID”), Veris Health Inc. (“Veris Health” or “VERIS”), and Solys Diagnostics Inc. (“Solys Diagnostics” or “SOLYS”). The Company is 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 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. 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, NextFlo, EsoCure and digital health technologies acquired by the Company’s majority-owned subsidiary Veris Health Inc. The Company has financed its operations principally through 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 companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting 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 and other debt and equity committed sources of financing, the Company expects to be able to fund its 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 March 31, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Standards Updates | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021 as filed with the SEC on April 6, 2022, except as otherwise noted herein below. Basis of Presentation 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”), and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant 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 operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest equity ownership of each majority-owned subsidiary. See Note 16, Noncontrolling Interest All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. Contingent Consideration Contingent Consideration relates to the potential payment for an acquisition that is contingent upon the achievement of the acquired business meeting certain milestones. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred. For potential payments related to milestone achievements, the Company estimated the fair value based on the probability of achievement of such milestones. The assumptions utilized in the calculation of the acquisition date fair value include probability of success and the discount rates. Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Contingent consideration is remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within other income (expense), net in the Company’s unaudited condensed consolidated statements of operations. Use of Estimates In preparing the 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, inclusive of acquired intangible assets and the determination of corresponding carrying value reserve, if any, and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards, contingent consideration and common stock purchase warrants. Other significant estimates include the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, 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. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. Recent Accounting Standards Updates Adopted Effective December 31, 2021, the Company adopted FASB ASC Topic 842, Leases, (“ASC 842”). ASC 842 established a right-of-use (“ROU”) model requiring a lessee to recognize a ROU asset and a lease liability for all leases with terms greater-than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company’s adoption of ASC 842 did not have an effect on the Company’s consolidated financial statements. See Note 8, Leases |
Patent License Agreement - Case
Patent License Agreement - Case Western Reserve University | 3 Months Ended |
Mar. 31, 2022 | |
Patent License Agreement - Case Western Reserve University | |
Patent License Agreement - Case Western Reserve University | Note 3 — Patent License Agreement - Case Western Reserve University The Company has a patent license agreement with Case Western Reserve University (“CWRU”) which provides for each of patent fees reimbursement payments, milestone payments and royalty payments - each as discussed below. For further details of this agreement, see Note 3 of the Company’s Consolidated Financial Statements in the Company’s Form 10-K for the year ended December 31, 2021. Lucid Diagnostics Inc. is responsible for reimbursement of certain CWRU billed patent fees. See Note 5, Related Party Transactions The CWRU License Agreement contained milestones for which a $ 75 200 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 million per year; and 8.0 % of Net Sales of $ 100.0 million or greater per year, with such amounts subject-to a minimum annual royalty fee. The Company recorded a royalty expense of $ 10 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 4 — Revenue from Contracts with Customers Revenue is recognized when the satisfaction of the performance obligation occurs, which is when the delivery of product and /or the provision of service is rendered, and is measured as the amount of estimated consideration expected to be realized. In the period ended March 31, 2022, the Company recognized revenue under the EsoGuard Commercialization Agreement, dated August 1, 2021, as discussed below. EsoGuard Commercialization Agreement The Company, through its majority-owned subsidiary, Lucid Diagnostics Inc., entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its Commercial Laboratory Improvements Act (“CLIA”) certified commercial laboratory service provider, ResearchDx Inc. (“RDx”), an unrelated third-party. The EsoGuard Commercialization Agreement is on a month-to-month basis, and may be terminated by either party thereto, with or without cause, upon forty-five (45) days prior written notice. On February 25, 2022, the EsoGuard Commercialization Agreement was terminated in conjunction with the execution of an Asset Purchase Agreement between LucidDx Labs Inc., a wholly-owned subsidiary of Lucid Diagnostics Inc. and RDx, as such agreement is further discussed in Note 6 , Acquisitions Revenue Recognized In the period ended March 31, 2022, the Company recognized total revenue of $ 189 100 Cost of Revenue The cost of revenue recognized with respect to the revenue recognized under the EsoGuard Commercialization Agreement for the period ended March 31, 2022 totaled $ 369 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — 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 consolidated statement of operations for the periods indicated are summarized as follows: Schedule of Incurred Expenses of Minority Shareholders 2022 2021 Three Months Ended March 31, 2022 2021 Cost of Revenue CWRU – Royalty Fee $ 9 $ — General and Administrative Expense Stock-based compensation expense – Physician Inventors’ restricted stock awards 272 91 Research and Development Expense CWRU License Agreement - reimbursement of patent legal fees — — Fees - Physician Inventors’ consulting agreements 8 13 Sponsored research agreement 3 — Stock-based compensation expense – Physician Inventors’ stock options 46 6 Total Related Party Expenses $ 338 $ 110 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 13, Stock-Based Compensation Noncontrolling Interest Note 5 — Related Party Transactions 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 general and administrative expense of $ 6 in the period ended March 31, 2021 in connection with the consulting agreement. Veris Health Inc. entered into a consulting agreement with Andrew Thoreson, M.D. effective June 2021 with such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided. Veris Health Inc. recognized general and administrative expense of $ 25 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 6 — Acquisitions Asset Purchase Agreement - ResearchDx Inc. On February 25, 2022, LucidDx Labs, Inc., entered into an asset purchase agreement (“APA”) with ResearchDx, Inc. (“RDx”), an unrelated third-party - “RDx APA”. Under the RDx APA, LucidDx Labs Inc. acquired certain assets from RDx to be combined with LucidDx Labs Inc. purchased and leased property and equipment to establish a Company-owned CLIA certified, CAP accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. Prior to consummation of the RDx APA, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited laboratory. As of March 31, 2022, the Company’s preliminary analysis is that the RDx APA transaction is a business combination, resulting in the recognition and measurement of a preliminary purchase consideration in accordance with the valuation methodology described in Note 2, Summary of Significant Accounting Policies and Recent Accounting Standards Updates Under the terms of the RDx APA, LucidDx Labs Inc. will pay RDx an aggregate purchase price of up to $ 6.2 million for the acquired assets. The total of $ 6.2 million is comprised of non-contingent purchase consideration of $ 1.0 million (included in “Accrued expenses and other liabilities” on the accompanying unaudited condensed consolidated balance sheets, as of March 31, 2022), and contingent purchase consideration of a total of $ 5.2 million face value, with such contingent purchase consideration having a preliminary $ 4,714 initial estimated fair value as of the transaction date. The preliminary $ 5,714 Concurrent with the RDx APA, LucidDx Labs Inc. and RDx also entered into a management services agreement (“RDx MSA”), with a term of three years 1.8 Pro Forma Information The RDx acquisition impact for purposes of pro forma financial disclosures would have primarily impacted the Company’s EsoGuard Commercialization Agreement with RDx. The impact is reflected in the table below: Schedule Of Business Acquisition Pro Forma Information Three Months Ended March 31, 2022 2021 Revenue As reported $ 189 $ — Pro forma $ — $ — Net Loss As reported $ (16,940 ) $ (9,506 ) Pro forma $ (17,129 ) $ (9,506 ) Basic and diluted net loss per share As reported $ (0.20 ) $ (0.13 ) Pro forma $ (0.20 ) $ (0.13 ) |
Prepaid Expenses, Deposits, and
Prepaid Expenses, Deposits, and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses Deposits And Other Current Assets | |
Prepaid Expenses, Deposits, and Other Current Assets | Note 7 — Prepaid Expenses, Deposits, and Other Current Assets Current Assets Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets March 31, 2022 December 31, 2021 Advanced payments to service providers and suppliers $ 651 $ 808 Prepaid insurance 1,174 1,856 Deposits 2,973 1,989 Deferred financing charges 1,014 — EsoCheck cell collection supplies 266 434 EsoGuard mailer supplies 65 59 CarpX devices 33 33 Total prepaid expenses, deposits and other current assets $ 6,176 $ 5,179 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | Note 8 — Leases Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases 2022 2021 Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 224 $ — Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities 3,151 $ — Weighted-average remaining lease term - operating leases (in years) 3.32 — Weighted-average discount rate - operating leases 7.875 % — % As of March 31, 2022, the Company’s right-of-use assets from operating leases are $ 2,951 2,981 873 2,108 The Company executed lease agreements for: office space in Horsham, Pennsylvania, which commenced May 1, 2022; and a new light manufacturing facility in Riverton, Utah, with expected commencement of October 2022. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 9 — Intangible Assets Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Estimated Useful Life March 31, 2022 December 31, 2021 Defensive asset 5 $ 2,105 $ 2,105 Other 1 70 70 Identified finite intangible assets 2,175 2,175 Unallocated purchase consideration 1 5,714 — Total Intangible asset 7,889 2,175 Less Accumulated Amortization (269 ) (146 ) Total Intangible Assets, net $ 7,620 $ 2,029 (1) See Note 6, Acquisitions - Asset Purchase Agreement - Research Dx Inc. Amortization expense of the acquired intangible assets discussed above was $ 123 for the period ended March 31, 2022 (there was no such amortization expense for the prior period ended March 31, 2021), and is included in general and administrative expenses in the accompanying consolidated statements of operations. As of March 31, 2022, the estimated future amortization expense associated with the Company’s identified finite-lived intangible assets (except for the unallocated purchase consideration included in total intangible asset presented above) for each of the five succeeding fiscal years is as follows: Schedule of Estimated Amortization Expense for Intangible Assets 2022 (remainder of year) $ 327 2023 421 2024 421 2025 421 2026 316 Thereafter — Total $ 1,906 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 10 — 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 did not seek any specific monetary damages. The Company did not believe it was clear the prior approval of these matters was 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 approval by the Court. The settlement hearing before the Court is scheduled for November 3, 2022. 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 Kingswood Capital Markets, a “division” of Benchmark Investments, Inc. On December 16, 2021, the court granted PAVmed’s motion to dismiss the case for lack of subject matter jurisdiction. On February 7, 2022, Benchmark Investments LLC, which claimed to be affiliated with Benchmark Investments, Inc., filed a new complaint in the Supreme Court of the State of New York, New York County, asserting claims similar to those in the federal action, and adding to its allegations that financings conducted by the Company in January 2021 and February 2021 also violated the Company’s engagement letter with Kingswood Capital Markets. The Company disagrees with the allegations set forth in the complaint and intends to vigorously contest the complaint. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 11 — 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 Inputs Level-2 Inputs Level-3 Inputs Total March 31, 2022 Contingent consideration payable $ — $ — $ 4,887 $ 4,887 Totals $ — $ — $ 4,887 $ 4,887 (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. There were no transfers between the respective Levels during the period ended March 31, 2022. Fair value measurements of contingent consideration The Company recorded $ 4.9 million, which is the fair value, of contingent consideration related to the RDx acquisition. The Company is required to make contingent consideration payments of up to $ 5.2 million related to the RDx APA agreement. The contingent agreement is based on achieving milestones to obtain certain certifications and licensing rights. The Company estimated the fair value on a probability based model that assessed achievement of such milestones. The model used present value factors, that applied probability ranges of 94-99%, a discount rate of 7.875% and achievement times ranging from one month to six months to achieve the respective milestones. The final settlement of contingent consideration liabilities for the acquisition could vary from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in other income (expense), net. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Schedule of Reconciliation of Liability Measured at Fair Value on a Recurring Basis March 31, 2022 Fair value of contingent consideration at the date of acquisition $ 4,714 Payments — Change in fair value of contingent consideration 173 Contingent consideration payable $ 4,887 As of December 31, 2021 there were no fair value measurements. See Note 12, Debt |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 12 — Debt Subsequent to March 31, 2022, on April 4, 2022, the Company entered into a Senior Secured Convertible Note in the amount of $ 27.5 million, pursuant to a Securities Purchase Agreement (“SPA”) with an accredited institutional investor. Under the SPA, the Company agreed to sell, and the investor agreed to purchase, up to an additional $ 22.5 50.0 The purchase price of the Secured Promissory Notes is $1,000 for each $1,100 in principal amount of the notes, representing an original issue discount of $100 per $1,100 in principal amount of the notes Pursuant to the SPA we completed an initial closing for the sale of $ 27.5 million in principal amount of March 2022 Notes, of which the investor funded and the Company received cash proceeds of $ 24.9 million on April 5, 2022, after deduction of lender fees. Subject to certain conditions being met or waived, from time to time after such time that stockholder approval for an increase in our authorized shares from 150 million to 250 million is obtained, but before March 31, 2024, one or more additional closings for up to the remaining principal amount of March 2022 Notes may occur, upon five trading days’ notice by us to the investor. The aggregate principal amount of March 2022 Notes that may be offered in the additional closings may not be more than $22.5 million . The investor’s obligation to purchase the notes at each additional closing is subject to certain conditions set forth in the March 2022 SPA (including minimum price and volume thresholds, maximum ratio of debt to market capitalization, and minimum market capitalization), which may be waived by the Required Holders (as defined in the March 2022 SPA). Under the March 2022 SPA, the investor will be required to purchase March 2022 Notes in the additional closings if such conditions are met or waived. In addition, from and after March 31, 2023, the investor may by written notice to us elect to require us to issue up to $ 22.5 million in initial principal amount of March 2022 Notes, so long as in doing so it would not cause the ratio of (a) the outstanding principal amount of the March 2022 Notes (including the additional March 2022 Notes), accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior ten trading days, to exceed 25%. If we fail to complete the sale of the additional March 2022 Notes contemplated by any such written notice, or if the investor is unable to deliver any such notice prior to March 31, 2024 as a result of the limitation described in the preceding sentence, then we will be obligated to pay a break-up fee to the investor at such time in an aggregate amount equal to $ 1.35 million. The March 2022 Notes have a voluntary fixed conversion price of $ 5.00 per share, a stated interest rate of 7.875 % per annum, and a maturity of 24 months (subject to extension in certain circumstances). The March 2022 Notes will be secured by all our existing and future assets (including those of our significant subsidiaries, other than Lucid and its subsidiaries), but including only 9.99 % of Lucid’s outstanding common stock held by us, pursuant to a security agreement by and between the Company and the investor. We will be subject to certain customary affirmative and negative covenants regarding the rank of the March 2022 Notes, the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. We also will be subject to financial covenants requiring that (i) the amount of our available cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the March 2022 Notes, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior ten trading days, not exceed 30%, and (iii) that our market capitalization shall at no time be less than $75 million. The March 2022 Notes include certain customary events of default. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Stock-Based Compensation | Note 13 — 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”) is designed to enable PAVmed Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of PAVmed Inc. The types of awards that may be granted under the PAVmed Inc. 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the PAVmed Inc. board of directors. A total of 16,352,807 2,776,706 600,854 PAVmed Inc. 2014 Equity Plan - Stock Options Stock options issued and outstanding under the PAVmed Inc. 2014 Equity Plan and including PAVmed stock options granted outside the plan is as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 8,720,198 $ 3.39 6.8 $ 3,516 Granted (1) 3,109,350 $ 1.67 Exercised (237,499 ) $ 1.02 Forfeited (273,757 ) $ 2.94 Outstanding stock options at March 31, 2022 11,318,292 $ 2.98 7.1 $ 439 Vested and exercisable stock options at March 31, 2022 6,519,615 $ 3.08 5.4 $ 428 (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 March 31, 2022 and December 31, 2021 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. PAVmed Inc. 2014 Equity Plan - Restricted Stock Awards A summary of PAVmed Inc. 2014 Equity Plan restricted stock award activity is as follows: Schedule of Restricted Stock Award Activity Number of Stock Options Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,566,666 $ 2.31 Granted — — Vested (466,666 ) 1.06 Forfeited (150,000 ) 2.04 Unvested restricted stock awards as of March 31, 2022 950,000 $ 2.97 Note 13 — Stock-Based Compensation Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc. 2018 Equity Plan”) is separate and apart from the PAVmed Inc. 2014 Equity Plan discussed above. The Lucid Diagnostics Inc. 2018 Equity Plan is designed to enable Lucid Diagnostics Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid Diagnostics Inc. The types of awards that may be granted under the Lucid Diagnostics Inc. 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics Inc. board of directors. A total of 5,644,000 733,541 473,300 Lucid Diagnostics Inc. 2018 Equity Plan - Stock Options Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan and including Lucid Diagnostics options granted outside the plan is as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 Granted (1) 1,760,000 $ 4.16 Exercised (253,889 ) $ 0.74 Forfeited (60,926 ) $ 4.61 Outstanding stock options at March 31, 2022 2,864,427 $ 2.75 6.9 Vested and exercisable stock options at March 31, 2022 1,277,026 $ 0.99 3.3 (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. Lucid Diagnostics Inc. 2018 Equity Plan – Restricted Stock Awards A summary of Lucid Diagnostics Inc. 2018 Equity Plan restricted stock award activity is as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,890,740 $ 12.94 Granted 320,000 4.53 Vested — — Forfeited — — Unvested restricted stock awards as of March 31, 2022 2,210,740 $ 11.07 On January 7, 2022, 320,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted stock awards having a single vesting date on January 7, 2025, and an aggregate grant date fair value of approximately $ 1.4 million, measured as the grant date closing price of Lucid Diagnostics Inc. common stock, with such aggregate estimated fair value 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. Note 13 — 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 March 31, 2022 2021 Sales and marketing expenses $ 625 $ 202 General and administrative expenses 4,002 1,124 Research and development expenses 187 110 Total stock-based compensation expense $ 4,814 $ 1,436 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 5, 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 March 31, 2022 2021 Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses $ 265 $ — Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses 3,201 789 Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses 71 13 PAVmed Inc 2014 Equity Plan - sales and marketing expenses 175 — PAVmed Inc 2014 Equity Plan - general and administrative expenses 68 — PAVmed Inc 2014 Equity Plan - research and development expenses 55 3 Total stock-based compensation expense – recognized by Lucid Diagnostics Inc $ 3,835 $ 805 Note 13 — Stock-Based Compensation 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 Expense Weighted Average Remaining Service Period (Years) PAVmed Inc. 2014 Equity Plan Stock Options $ 9,667 2.4 Restricted Stock Awards $ 1,796 1.4 Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 4,660 2.7 Restricted Stock Awards $ 14,080 1.3 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 $ 1.22 2.79 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Three Months Ended March 31, 2022 2021 Expected term of stock options (in years) 5.8 5.7 Expected stock price volatility 87.7 % 75.0 % Risk free interest rate 1.8 % 1.0 % Expected dividend yield — % — % Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 2.95 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Three Months Ended March 31, 2022 Expected term of stock options (in years) 5.6 Expected stock price volatility 85.7 % Risk free interest rate 1.7 % Expected dividend yield — % Note 13 — Stock-Based Compensation PAVmed Inc. Employee Stock Purchase Plan (“ESPP”) A total of 194,240 shares and 203,480 shares of common stock of the Company were purchased for proceeds of approximately $ 217 and $ 304 , on March 31, 2022 and 2021, respectively under the PAVmed Inc Employee Stock Purchase Plan (“PAVmed Inc ESPP”). The PAVmed Inc. ESPP has a total reservation of 3,010,690 shares of common stock of PAVmed Inc. of which 2,192,531 shares are available-for-issue as of March 31, 2022. Lucid Diagnostics, Inc Employee Stock Purchase Plan (“ESPP”) The Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid Diagnostics Inc ESPP”), initial six-month stock purchase period is April 1, 2022 to September 30, 2022. The Lucid Diagnostics Inc. ESPP share purchase dates are March 31 and September 30. The Lucid Diagnostics Inc. ESPP has a total reservation of 500,000 shares of common stock of Lucid Diagnostics Inc. for which all shares are available-for-issue as of March 31, 2022. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | Note 14 — Preferred Stock As of March 31, 2022 and 2021, there were 1,136,210 1,241,438 The Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each of the corresponding periods 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. Subsequent to March 31, 2022, in April 2022, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend earned as of March 31, 2022 and payable as of April 1, 2022, of approximately $ 68 , which will be settled by the issue of an additional 22,740 shares of Series B Convertible Preferred Stock (with such dividend not recognized as a dividend payable as of March 31, 2022, as the Company’s board of directors had not declared such dividends payable as of such date). |
Common Stock and Common Stock P
Common Stock and Common Stock Purchase Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock and Common Stock Purchase Warrants | Note 15 — Common Stock and Common Stock Purchase Warrants Common Stock During the period ended March 31, 2022, 237,499 shares of common stock of the Company were issued upon exercise of stock options for cash of approximately $ 241 . See Note 13, Stock-Based Compensation 194,240 shares of common stock of the Company. See Note 13, Stock-Based Compensation 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 March 31, 2022 Weighted Average Exercise Price / Share December 31, 2021 Weighted Average Exercise Price / Share Expiration Date Series Z Warrants 11,937,450 $ 1.60 11,937,455 $ 1.60 April 2024 Series W Warrants — $ — 377,873 $ 5.00 January 2022 Total 11,937,450 $ 1.60 12,315,328 $ 1.68 During the period ended March 31, 2022, a total of 5 1.60 The remaining 377,873 Series W Warrants expired unexercised as of January 29, 2022. |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Note 16 — 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 March 31, 2022 December 31, 2021 NCI – equity (deficit) – beginning of period $ 17,752 $ (2,369 ) Investment in Veris Health Inc. — 6 Net loss attributable to NCI (2,761 ) (5,779 ) Impact of subsidiary equity transactions 87 16,760 Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise 187 — Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 3,537 9,134 NCI – equity (deficit) – end of period $ 18,802 $ 17,752 Note 16 — Noncontrolling Interest The consolidated NCI presented above is with respect to the Company’s consolidated majority-owned subsidiaries, inclusive of: Lucid Diagnostics Inc., Veris Health Inc. and Solys Diagnostics Inc., as a component of consolidated total stockholders’ equity as of March 31, 2022 and December 31, 2021; and the recognition of a net loss attributable to the NCI in the unaudited condensed consolidated statement of operations with respect to Lucid Diagnostics Inc. and Solys Diagnostics Inc. for the three months ended March 31, 2022 and 2021; and with respect to Veris Health Inc. for the three months ended March 31, 2022 (as the Veris Health Inc inception date was May 28, 2021). Lucid Diagnostics Inc. As of March 31, 2022, there were 35,171,796 shares of common stock of Lucid Diagnostics Inc. issued and outstanding, of which, PAVmed Inc. holds 27,927,190 shares, representing a majority ownership equity interest and a controlling financial interest in Lucid Diagnostics Inc., and accordingly, Lucid Diagnostics Inc. is a consolidated majority-owned subsidiary of PAVmed Inc. On March 28, 2022, Lucid Diagnostics Inc. entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”). Under the terms of the committed equity facility, Cantor has committed to purchase up to $ 50 In connection with the execution of the agreement for the committed equity facility, Lucid Diagnostics Inc. agreed to pay Cantor $ 1.0 Veris Health Inc. As of March 31, 2022, there were 8,000,000 shares of common stock of Veris Health Inc. issued and outstanding, of which PAVmed Inc. holds an 80.44 % majority-interest ownership and has a controlling financial interest, with the remaining 19.56 % minority-interest ownership held by an unrelated third-party. Accordingly, Veris Health Inc. is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity in the unaudited condensed consolidated balance sheet as of March 31, 2022 along with the recognition of a net loss attributable to the NCI in the unaudited condensed consolidated statement of operations for the period of May 28, 2021 to December 31, 2021, upon its formation and contemporaneous acquisition of Oncodisc Inc. Solys Diagnostics Inc. As of each of March 31, 2022 and December 31, 2021, there were 9,189,190 90.3235 9.6765 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 17 — 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 2022 2021 Three Months Ended March 31, 2022 2021 Numerator Net loss - before noncontrolling interest $ (19,633 ) $ (10,110 ) Net loss attributable to noncontrolling interest 2,761 679 Net loss - as reported, attributable to PAVmed Inc. $ (16,872 ) $ (9,431 ) Series B Convertible Preferred Stock dividends – earned $ (68 ) $ (75 ) Net loss attributable to PAVmed Inc. common stockholders $ (16,940 ) $ (9,506 ) Denominator Weighted average common shares outstanding, basic and diluted 86,336,427 73,954,126 Loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (0.20 ) $ (0.13 ) Net loss attributable to PAVmed Inc. common stockholders $ (0.20 ) $ (0.13 ) The common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive, are as follows: 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 periods ended March 31, 2022 and 2021 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 2022 2021 March 31, 2022 2021 Stock options and restricted stock awards 12,368,292 8,539,362 Series Z Warrants 11,937,450 15,954,722 Series W Warrants — 381,818 Series B Convertible Preferred Stock 1,136,210 1,241,438 Total 25,441,952 26,117,340 The total stock options and restricted stock awards are inclusive of 500,854 100,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Standards Updates (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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”), and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant 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 operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest equity ownership of each majority-owned subsidiary. See Note 16, Noncontrolling Interest All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. |
Contingent Consideration | Contingent Consideration Contingent Consideration relates to the potential payment for an acquisition that is contingent upon the achievement of the acquired business meeting certain milestones. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred. For potential payments related to milestone achievements, the Company estimated the fair value based on the probability of achievement of such milestones. The assumptions utilized in the calculation of the acquisition date fair value include probability of success and the discount rates. Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Contingent consideration is remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within other income (expense), net in the Company’s unaudited condensed consolidated statements of operations. |
Use of Estimates | Use of Estimates In preparing the 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, inclusive of acquired intangible assets and the determination of corresponding carrying value reserve, if any, and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards, contingent consideration and common stock purchase warrants. Other significant estimates include the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, 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. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. |
Recent Accounting Standards Updates Adopted | Recent Accounting Standards Updates Adopted Effective December 31, 2021, the Company adopted FASB ASC Topic 842, Leases, (“ASC 842”). ASC 842 established a right-of-use (“ROU”) model requiring a lessee to recognize a ROU asset and a lease liability for all leases with terms greater-than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company’s adoption of ASC 842 did not have an effect on the Company’s consolidated financial statements. See Note 8, Leases |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Incurred Expenses of Minority Shareholders | 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 consolidated statement of operations for the periods indicated are summarized as follows: Schedule of Incurred Expenses of Minority Shareholders 2022 2021 Three Months Ended March 31, 2022 2021 Cost of Revenue CWRU – Royalty Fee $ 9 $ — General and Administrative Expense Stock-based compensation expense – Physician Inventors’ restricted stock awards 272 91 Research and Development Expense CWRU License Agreement - reimbursement of patent legal fees — — Fees - Physician Inventors’ consulting agreements 8 13 Sponsored research agreement 3 — Stock-based compensation expense – Physician Inventors’ stock options 46 6 Total Related Party Expenses $ 338 $ 110 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Business Acquisition Pro Forma Information | The RDx acquisition impact for purposes of pro forma financial disclosures would have primarily impacted the Company’s EsoGuard Commercialization Agreement with RDx. The impact is reflected in the table below: Schedule Of Business Acquisition Pro Forma Information Three Months Ended March 31, 2022 2021 Revenue As reported $ 189 $ — Pro forma $ — $ — Net Loss As reported $ (16,940 ) $ (9,506 ) Pro forma $ (17,129 ) $ (9,506 ) Basic and diluted net loss per share As reported $ (0.20 ) $ (0.13 ) Pro forma $ (0.20 ) $ (0.13 ) |
Prepaid Expenses, Deposits, a_2
Prepaid Expenses, Deposits, and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses Deposits And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets March 31, 2022 December 31, 2021 Advanced payments to service providers and suppliers $ 651 $ 808 Prepaid insurance 1,174 1,856 Deposits 2,973 1,989 Deferred financing charges 1,014 — EsoCheck cell collection supplies 266 434 EsoGuard mailer supplies 65 59 CarpX devices 33 33 Total prepaid expenses, deposits and other current assets $ 6,176 $ 5,179 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases | Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases 2022 2021 Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 224 $ — Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities 3,151 $ — Weighted-average remaining lease term - operating leases (in years) 3.32 — Weighted-average discount rate - operating leases 7.875 % — % |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Estimated Useful Life March 31, 2022 December 31, 2021 Defensive asset 5 $ 2,105 $ 2,105 Other 1 70 70 Identified finite intangible assets 2,175 2,175 Unallocated purchase consideration 1 5,714 — Total Intangible asset 7,889 2,175 Less Accumulated Amortization (269 ) (146 ) Total Intangible Assets, net $ 7,620 $ 2,029 (1) See Note 6, Acquisitions - Asset Purchase Agreement - Research Dx Inc. |
Schedule of Estimated Amortization Expense for Intangible Assets | Schedule of Estimated Amortization Expense for Intangible Assets 2022 (remainder of year) $ 327 2023 421 2024 421 2025 421 2026 316 Thereafter — Total $ 1,906 |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 Inputs Level-2 Inputs Level-3 Inputs Total March 31, 2022 Contingent consideration payable $ — $ — $ 4,887 $ 4,887 Totals $ — $ — $ 4,887 $ 4,887 (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. There were no transfers between the respective Levels during the period ended March 31, 2022. |
Schedule of Reconciliation of Liability Measured at Fair Value on a Recurring Basis | The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Schedule of Reconciliation of Liability Measured at Fair Value on a Recurring Basis March 31, 2022 Fair value of contingent consideration at the date of acquisition $ 4,714 Payments — Change in fair value of contingent consideration 173 Contingent consideration payable $ 4,887 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Sales and marketing expenses $ 625 $ 202 General and administrative expenses 4,002 1,124 Research and development expenses 187 110 Total stock-based compensation expense $ 4,814 $ 1,436 |
Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses | Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses Three Months Ended March 31, 2022 2021 Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses $ 265 $ — Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses 3,201 789 Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses 71 13 PAVmed Inc 2014 Equity Plan - sales and marketing expenses 175 — PAVmed Inc 2014 Equity Plan - general and administrative expenses 68 — PAVmed Inc 2014 Equity Plan - research and development expenses 55 3 Total stock-based compensation expense – recognized by Lucid Diagnostics Inc $ 3,835 $ 805 |
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 Expense Weighted Average Remaining Service Period (Years) PAVmed Inc. 2014 Equity Plan Stock Options $ 9,667 2.4 Restricted Stock Awards $ 1,796 1.4 Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 4,660 2.7 Restricted Stock Awards $ 14,080 1.3 |
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 Three Months Ended March 31, 2022 2021 Expected term of stock options (in years) 5.8 5.7 Expected stock price volatility 87.7 % 75.0 % Risk free interest rate 1.8 % 1.0 % Expected dividend yield — % — % |
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 and including PAVmed stock options granted outside the plan is as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 8,720,198 $ 3.39 6.8 $ 3,516 Granted (1) 3,109,350 $ 1.67 Exercised (237,499 ) $ 1.02 Forfeited (273,757 ) $ 2.94 Outstanding stock options at March 31, 2022 11,318,292 $ 2.98 7.1 $ 439 Vested and exercisable stock options at March 31, 2022 6,519,615 $ 3.08 5.4 $ 428 (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 March 31, 2022 and December 31, 2021 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. |
Schedule of Restricted Stock Award Activity | A summary of PAVmed Inc. 2014 Equity Plan restricted stock award activity is as follows: Schedule of Restricted Stock Award Activity Number of Stock Options Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,566,666 $ 2.31 Granted — — Vested (466,666 ) 1.06 Forfeited (150,000 ) 2.04 Unvested restricted stock awards as of March 31, 2022 950,000 $ 2.97 |
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 and including Lucid Diagnostics options granted outside the plan is as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 Granted (1) 1,760,000 $ 4.16 Exercised (253,889 ) $ 0.74 Forfeited (60,926 ) $ 4.61 Outstanding stock options at March 31, 2022 2,864,427 $ 2.75 6.9 Vested and exercisable stock options at March 31, 2022 1,277,026 $ 0.99 3.3 (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. |
Schedule of Restricted Stock Award Activity | A summary of Lucid Diagnostics Inc. 2018 Equity Plan restricted stock award activity is as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,890,740 $ 12.94 Granted 320,000 4.53 Vested — — Forfeited — — Unvested restricted stock awards as of March 31, 2022 2,210,740 $ 11.07 |
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 Three Months Ended March 31, 2022 Expected term of stock options (in years) 5.6 Expected stock price volatility 85.7 % Risk free interest rate 1.7 % Expected dividend yield — % |
Common Stock and Common Stock_2
Common Stock and Common Stock Purchase Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Weighted Average Exercise Price / Share December 31, 2021 Weighted Average Exercise Price / Share Expiration Date Series Z Warrants 11,937,450 $ 1.60 11,937,455 $ 1.60 April 2024 Series W Warrants — $ — 377,873 $ 5.00 January 2022 Total 11,937,450 $ 1.60 12,315,328 $ 1.68 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 December 31, 2021 NCI – equity (deficit) – beginning of period $ 17,752 $ (2,369 ) Investment in Veris Health Inc. — 6 Net loss attributable to NCI (2,761 ) (5,779 ) Impact of subsidiary equity transactions 87 16,760 Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise 187 — Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 3,537 9,134 NCI – equity (deficit) – end of period $ 18,802 $ 17,752 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 Three Months Ended March 31, 2022 2021 Numerator Net loss - before noncontrolling interest $ (19,633 ) $ (10,110 ) Net loss attributable to noncontrolling interest 2,761 679 Net loss - as reported, attributable to PAVmed Inc. $ (16,872 ) $ (9,431 ) Series B Convertible Preferred Stock dividends – earned $ (68 ) $ (75 ) Net loss attributable to PAVmed Inc. common stockholders $ (16,940 ) $ (9,506 ) Denominator Weighted average common shares outstanding, basic and diluted 86,336,427 73,954,126 Loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (0.20 ) $ (0.13 ) Net loss attributable to PAVmed Inc. common stockholders $ (0.20 ) $ (0.13 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share 2022 2021 March 31, 2022 2021 Stock options and restricted stock awards 12,368,292 8,539,362 Series Z Warrants 11,937,450 15,954,722 Series W Warrants — 381,818 Series B Convertible Preferred Stock 1,136,210 1,241,438 Total 25,441,952 26,117,340 |
Patent License Agreement - Ca_2
Patent License Agreement - Case Western Reserve University (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and development expense | $ 5,932 | $ 3,315 |
Net sales | $ 189 | |
Royalty [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Revenue, percentage | 5.00% | |
Net sales | $ 100,000 | |
Royalty expense | $ 10 | |
Minimum Annual Royalty Fee [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Revenue, percentage | 8.00% | |
Net sales | $ 100,000 | |
CWRU License Agreement Terms [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and development expense | 75 | |
Milestone payment | $ 200 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | $ 189 | |
Minimum fixed monthly fee | 100 | |
Cost of revenue | $ 369 |
Schedule of Incurred Expenses o
Schedule of Incurred Expenses of Minority Shareholders (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cost of Revenue | ||
CWRU – Royalty Fee | $ 369 | |
Research and Development Expense | ||
Total Related Party Expenses | 338 | 110 |
General and Administrative Expense [Member] | ||
General and Administrative Expense | ||
Stock-based compensation expense – Physician Inventors’ stock options | 272 | 91 |
Research and Development Expense [Member] | ||
General and Administrative Expense | ||
Stock-based compensation expense – Physician Inventors’ stock options | 46 | 6 |
Research and Development Expense | ||
CWRU License Agreement - reimbursement of patent legal fees | ||
Fees - Physician Inventors’ consulting agreements | 8 | 13 |
Sponsored research agreement | 3 | |
Royalty [Member] | ||
Cost of Revenue | ||
CWRU – Royalty Fee | $ 9 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 21, 2021 | May 12, 2018 | Mar. 31, 2022 | Mar. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
General and administrative expense | $ 9,423 | $ 3,375 | ||
Consulting Agreement [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
General and administrative expense | $ 25 | |||
Consulting Agreement [Member] | Board of Directors [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
General and administrative expense | $ 6 | |||
2014 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options granted | 50,000 | 25,000 | ||
Options exercise price | $ 6.41 | $ 1.59 | ||
Options term | 10 years |
Schedule Of Business Acquisitio
Schedule Of Business Acquisition Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
As reported | $ 189 | |
Pro forma | ||
As reported | (16,940) | (9,506) |
Pro forma | $ (17,129) | $ (9,506) |
As reported | $ (0.20) | $ (0.13) |
Pro forma | $ (0.20) | $ (0.13) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - Research Dx Inc [Member] $ in Thousands | Feb. 25, 2022USD ($) |
Asset Purchase Agreement [Member] | |
Asset Acquisition [Line Items] | |
Payments to acquire productive assets | $ 6,200 |
Asset acquisition consideration transferred | 6,200 |
Asset acquisition consideration transferred cash consideration | 1,000 |
Asset acquisition consideration transferred contingent consideration | 5,200 |
Contingent consideration classified as equity fair value disclosure | 4,714 |
Asset Purchase Agreement [Member] | Other Intangible Assets [Member] | |
Asset Acquisition [Line Items] | |
Business combination preliminary fair values of assets acquired | $ 5,714,000 |
Management Services Agreement [Member] | |
Asset Acquisition [Line Items] | |
Agreement term | 3 years |
Payments for services rendered | $ 1,800 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses Deposits And Other Current Assets | ||
Advanced payments to service providers and suppliers | $ 651 | $ 808 |
Prepaid insurance | 1,174 | 1,856 |
Deposits | 2,973 | 1,989 |
Deferred financing charges | 1,014 | |
EsoCheck cell collection supplies | 266 | 434 |
EsoGuard mailer supplies | 65 | 59 |
CarpX devices | 33 | 33 |
Total prepaid expenses, deposits and other current assets | $ 6,176 | $ 5,179 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ 224 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,151 | |
Weighted-average remaining lease term - operating leases (in years) | 3 years 3 months 25 days | |
Weighted-average discount rate - operating leases | 7.875% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating Lease, Right-of-Use Asset | $ 2,951 | |
Operating lease obligation | 2,981 | |
Operating lease, liability, current | 873 | |
Operating lease liability noncurrent | $ 2,108 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Total Intangible asset | $ 7,889 | $ 2,175 | ||
Less Accumulated Amortization | (269) | (146) | ||
Total Intangible Assets, net | 7,620 | 2,029 | ||
Defensive Asset [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Unallocated purchase consideration | $ 2,105 | 2,105 | ||
Estimated Useful Life | 5 years | |||
Other [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Unallocated purchase consideration | $ 70 | 70 | ||
Estimated Useful Life | 1 year | |||
Identified Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Unallocated purchase consideration | $ 2,175 | $ 2,175 | ||
Unallocated Purchase Consideration [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Unallocated purchase consideration | [1] | $ 5,714 | ||
[1] | See Note 6, Acquisitions - Asset Purchase Agreement - Research Dx Inc. |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense for Intangible Assets (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (remainder of year) | $ 327 |
2023 | 421 |
2024 | 421 |
2025 | 421 |
2026 | 316 |
Thereafter | |
Total | $ 1,906 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization of intangible assets | $ 123 |
Schedule of Financial Liabiliti
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Thousands | Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 4,900 | |
March Two Thousand Twenty Two [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 4,887 | [1] |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | [1] | |
Fair Value, Inputs, Level 1 [Member] | March Two Thousand Twenty Two [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | [1] | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | [1] | |
Fair Value, Inputs, Level 2 [Member] | March Two Thousand Twenty Two [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | [1] | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 4,887 | [1] |
Fair Value, Inputs, Level 3 [Member] | March Two Thousand Twenty Two [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 4,887 | [1] |
[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. There were no transfers between the respective Levels during the period ended March 31, 2022. |
Schedule of Reconciliation of L
Schedule of Reconciliation of Liability Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of contingent consideration at the date of acquisition | $ 4,714 |
Payments | |
Change in fair value of contingent consideration | 173 |
Contingent consideration payable | $ 4,887 |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements (Details Narrative) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financia liabilities fair value disclosure | $ 4.9 |
Milestone description | The model used present value factors, that applied probability ranges of 94-99%, a discount rate of 7.875% and achievement times ranging from one month to six months to achieve the respective milestones. |
Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financia liabilities fair value disclosure | $ 5.2 |
Debt (Details Narrative)
Debt (Details Narrative) - Securities Purchase Agreement [Member] - USD ($) $ / shares in Units, $ in Thousands | Apr. 05, 2022 | Apr. 04, 2022 | Mar. 31, 2022 |
Short-Term Debt [Line Items] | |||
Debt instrument description | (i) the amount of our available cash equal or exceed $8.0 million at all times, (ii) the ratio of (a) the outstanding principal amount of the March 2022 Notes, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior ten trading days, not exceed 30%, and (iii) that our market capitalization shall at no time be less than $75 million. | ||
Conversion price | $ 5 | ||
Interest rate | 7.875% | ||
Outstanding common stock percentage | 9.99% | ||
Subsequent Event [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 22,500 | ||
Proceeds from convertible debt | $ 24,900 | ||
Sale of stock description of transaction | Subject to certain conditions being met or waived, from time to time after such time that stockholder approval for an increase in our authorized shares from 150 million to 250 million is obtained, but before March 31, 2024, one or more additional closings for up to the remaining principal amount of March 2022 Notes may occur, upon five trading days’ notice by us to the investor. The aggregate principal amount of March 2022 Notes that may be offered in the additional closings may not be more than $22.5 million | ||
Principal amount | $ 1,350 | ||
Subsequent Event [Member] | Senior Secured Convertible Note [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 50,000 | ||
Debt instrument description | The purchase price of the Secured Promissory Notes is $1,000 for each $1,100 in principal amount of the notes, representing an original issue discount of $100 per $1,100 in principal amount of the notes | ||
Subsequent Event [Member] | Senior Secured Convertible Note [Member] | Investor [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 27,500 | ||
Subsequent Event [Member] | Senior Secured Convertible Note [Member] | Investor [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 22,500 | ||
Subsequent Event [Member] | March 2022 Senior Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 27,500 |
Schedule of Summarizes Informat
Schedule of Summarizes Information About Stock Options (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)$ / 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 | shares | 8,720,198 | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 3.39 | |
Remaining Contractual Term (Years), Beginning Balance | 6 years 9 months 18 days | |
Intrinsic Value Outstanding, Beginning Balance | $ | $ 3,516 | [1] |
Number of Stock Options, Granted | shares | 3,109,350 | [2] |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.67 | [2] |
Number of Stock Option, Exercised | shares | (237,499) | |
Weighted Average Exercise Price, Exercised | $ / shares | $ 1.02 | |
Number of Stock Option, Forfeited | shares | (273,757) | |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 2.94 | |
Number of Stock Options Outstanding, Ending Balance | shares | 11,318,292 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.98 | |
Remaining Contractual Term (Years) | 7 years 1 month 6 days | |
Intrinsic Value Outstanding, Ending Balance | $ | $ 439 | [1] |
Number of Stock Options Vested and exercisable stock options | shares | 6,519,615 | |
Weighted Average Exercise Price, Vested and exercisable stock options | $ / shares | $ 3.08 | |
Remaining Contractual Term (Years), Vested and exercisable stock options | 5 years 4 months 24 days | |
Intrinsic Value Exercisable, Ending Balance | $ | $ 428 | [1] |
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 | shares | 1,419,242 | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.73 | |
Number of Stock Options, Granted | shares | 1,760,000 | [3] |
Weighted Average Exercise Price, Granted | $ / shares | $ 4.16 | [3] |
Number of Stock Option, Exercised | shares | (253,889) | |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.74 | |
Number of Stock Option, Forfeited | shares | (60,926) | |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 4.61 | |
Number of Stock Options Outstanding, Ending Balance | shares | 2,864,427 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.75 | |
Remaining Contractual Term (Years) | 6 years 10 months 24 days | |
Number of Stock Options Vested and exercisable stock options | shares | 1,277,026 | |
Weighted Average Exercise Price, Vested and exercisable stock options | $ / shares | $ 0.99 | |
Remaining Contractual Term (Years), Vested and exercisable stock options | 3 years 3 months 18 days | |
Remaining Contractual Term (Years) | 7 years | |
[1] | The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of March 31, 2022 and December 31, 2021 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. | |
[2] | 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. | |
[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 Restricted Stock Aw
Schedule of Restricted Stock Award Activity (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended | |
Mar. 31, 2022$ / 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 | shares | 1,566,666 | |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 2.31 | |
Number of Stock Options, Granted | shares | [1] | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | ||
Number of Stock Options, Released | shares | (466,666) | |
Weighted Average Grant Date Fair Value, Released | $ / shares | $ 1.06 | |
Number of Stock Options, Forfeited | shares | (150,000) | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 2.04 | |
Number of Stock Options Outstanding, Ending Balance | shares | 950,000 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 2.97 | |
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 | shares | 1,890,740 | |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 12.94 | |
Number of Stock Options, Granted | shares | 320,000 | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 4.53 | |
Number of Stock Options, Released | shares | ||
Weighted Average Grant Date Fair Value, Released | $ / shares | ||
Number of Stock Options, Forfeited | shares | ||
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | ||
Number of Stock Options Outstanding, Ending Balance | shares | 2,210,740 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 11.07 | |
[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. |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Awards Granted (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total stock-based compensation | $ 4,814 | $ 1,436 |
Sales And Marketing Expenses [Member] | ||
Total stock-based compensation | 625 | 202 |
General and Administrative Expense [Member] | ||
Total stock-based compensation | 4,002 | 1,124 |
Research and Development Expense [Member] | ||
Total stock-based compensation | $ 187 | $ 110 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-based compensation expense | $ 4,814 | $ 1,436 |
Sales And Marketing Expenses [Member] | ||
Stock-based compensation expense | 625 | 202 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | 4,002 | 1,124 |
Research and Development Expense [Member] | ||
Stock-based compensation expense | 187 | 110 |
Research and Development Expense [Member] | Lucid Diagnostics Inc [Member] | ||
Stock-based compensation expense | 3,835 | 805 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Sales And Marketing Expenses [Member] | ||
Stock-based compensation expense | 265 | |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | General and Administrative Expense [Member] | ||
Stock-based compensation expense | 3,201 | 789 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Research and Development Expense [Member] | ||
Stock-based compensation expense | 71 | 13 |
PAVmed Inc 2014 Equity Plan [Member] | Sales And Marketing Expenses [Member] | ||
Stock-based compensation expense | 175 | |
PAVmed Inc 2014 Equity Plan [Member] | General and Administrative Expense [Member] | ||
Stock-based compensation expense | 68 | |
PAVmed Inc 2014 Equity Plan [Member] | Research and Development Expense [Member] | ||
Stock-based compensation expense | $ 55 | $ 3 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
PAVmed Inc 2014 Equity Plan [Member] | Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 9,667 |
Weighted Average Remaining Service Period | 2 years 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 | $ 1,796 |
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 | $ 4,660 |
Weighted Average Remaining Service Period | 2 years 8 months 12 days |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 14,080 |
Weighted Average Remaining Service Period | 1 year 3 months 18 days |
Schedule of Fair Values of Stoc
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
2014 Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 9 months 18 days | 5 years 8 months 12 days |
Expected stock price volatility | 87.70% | 75.00% |
Risk free interest rate | 1.80% | 1.00% |
Expected dividend yield | ||
2018 Long Term Incentive Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 7 months 6 days | |
Expected stock price volatility | 85.70% | |
Risk free interest rate | 1.70% | |
Expected dividend yield |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 07, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Issuance of common stock | $ 55,016 | |||
Employee Stock Purchase Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Common stock capital shares reserved for future issuance | 3,010,690 | |||
Purchase from proceeds of common stock | 194,240 | 203,480 | ||
Issuance of common stock | $ 217 | $ 304 | ||
Employee Stock Purchase Plan [Member] | Maximum [Member] | Board of Directors [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Share based compensation arrangement by share based payment award, other share increase decrease | 2,192,531 | |||
Lucid Diagnostics Employee Stock Purchase Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Common stock capital shares reserved for future issuance | 500,000 | |||
2014 Equity Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Common stock capital shares reserved for future issuance | 16,352,807 | |||
Share-based payment award, number of shares available for grant | 2,776,706 | |||
Number of restricted stock awards granted outstanding | 600,854 | |||
Number of stock options outstanding | 600,854 | |||
2018 Stock Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Common stock capital shares reserved for future issuance | 5,644,000 | |||
Share-based payment award, number of shares available for grant | 733,541 | |||
Stock issued during period, shares, employee stock ownership plan | 473,300 | |||
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | Restricted Stock [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 320,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 1,400 | |||
2014 Equity Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Weighted average fair value of stock options | $ 1.22 | $ 2.79 | ||
2018 Long Term Incentive Equity Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of stock options outstanding | 2,864,427 | 1,419,242 | ||
Weighted average fair value of stock options | $ 2.95 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - Series B Convertible Preferred Stock [Member] - USD ($) $ in Thousands | 1 Months Ended | |||
Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 1,136,210 | 1,113,919 | 1,241,438 | |
Preferred stock, shares outstanding | 1,136,210 | 1,113,919 | 1,241,438 | |
Board of Directors [Member] | Subsequent Event [Member] | ||||
Class of Stock [Line Items] | ||||
Dividends preferred stock stock | $ 68 | |||
Issuance of stock | 22,740 |
Schedule of Outstanding Warrant
Schedule of Outstanding Warrants to Purchase Common Stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Common stock purchase warrants issued and outstanding | 11,937,450 | 12,315,328 |
Weighted average exercise price /share | $ 1.60 | $ 1.68 |
Series Z Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Common stock purchase warrants issued and outstanding | 11,937,450 | 11,937,455 |
Weighted average exercise price /share | $ 1.60 | $ 1.60 |
Warrants expiration date | 2024-04 | |
Series W Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Common stock purchase warrants issued and outstanding | 377,873 | |
Weighted average exercise price /share | $ 5 | |
Warrants expiration date | 2022-01 |
Common Stock and Common Stock_3
Common Stock and Common Stock Purchase Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 29, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock option exercised, value | $ 242 | $ 80 | ||
Class of warrant or right, exercise price of warrants or rights | $ 1.60 | $ 1.68 | ||
Series W Warrants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Class of warrant or right outstanding | 377,873 | |||
Series Z Warrants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of warrants exercised | 5 | |||
Class of warrant or right, exercise price of warrants or rights | $ 1.60 | |||
2014 Equity Plan [Member] | Equity Option [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock option exercised | 237,499 | |||
Stock option exercised, value | $ 241 | |||
Employee Stock Purchase Plan [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Employee stock purchase plans | 194,240 |
Schedule of Noncontrolling Inte
Schedule of Noncontrolling Interest of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
NCI – equity (deficit) – beginning of period | $ 17,752 | ||
Net loss attributable to NCI | (2,761) | $ (679) | |
NCI – equity (deficit) – end of period | 18,802 | $ 17,752 | |
Noncontrolling Interest [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
NCI – equity (deficit) – beginning of period | 17,752 | $ (2,369) | (2,369) |
Investment in Veris Health Inc. | 6 | ||
Net loss attributable to NCI | (2,761) | (5,779) | |
Impact of subsidiary equity transactions | 87 | 16,760 | |
Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise | 187 | ||
Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan | 3,537 | 9,134 | |
NCI – equity (deficit) – end of period | $ 18,802 | $ 17,752 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||
Common stock shares outstanding | 86,911,646 | 86,367,845 | |
Proceeds from issuance of common stock | $ 55,016 | ||
Common stock shares issued | 86,911,646 | 86,367,845 | |
Cantor Fitzgerald & Co [Member] | |||
Noncontrolling Interest [Line Items] | |||
Proceeds from issuance of common stock | $ 50,000 | ||
Veris Health Inc [Member] | |||
Noncontrolling Interest [Line Items] | |||
Common stock shares outstanding | 8,000,000 | ||
Common stock shares issued | 8,000,000 | ||
Veris Health Inc [Member] | Unrelated Third Parties [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment ownership percentage | 19.56% | ||
Veris Health Inc [Member] | Parent Company [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment ownership percentage | 80.44% | ||
Solys Diagnostics Inc [Member] | |||
Noncontrolling Interest [Line Items] | |||
Common stock shares outstanding | 9,189,190 | 9,189,190 | |
Common stock shares issued | 9,189,190 | 9,189,190 | |
Solys Diagnostics Inc [Member] | Unrelated Third Parties [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment ownership percentage | 9.6765% | 9.6765% | |
Solys Diagnostics Inc [Member] | Parent Company [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment ownership percentage | 90.3235% | 90.3235% | |
Lucid Diagnostics Inc [Member] | |||
Noncontrolling Interest [Line Items] | |||
Common stock shares outstanding | 35,171,796 | ||
Partners capital account units acquisitions | 27,927,190 | ||
Business combination, consideration transferred | $ 1,000 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss - before noncontrolling interest | $ (19,633) | $ (10,110) |
Net loss attributable to noncontrolling interest | 2,761 | 679 |
Net loss - as reported, attributable to PAVmed Inc. | (16,872) | (9,431) |
Series B Convertible Preferred Stock dividends – earned | (68) | (75) |
Net loss attributable to PAVmed Inc. common stockholders | $ (16,940) | $ (9,506) |
Weighted average common shares outstanding, basic and diluted | 86,336,427 | 73,954,126 |
Net loss - as reported, attributable to PAVmed Inc. | $ (0.20) | $ (0.13) |
Net loss attributable to PAVmed Inc. common stockholders | $ (0.20) | $ (0.13) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 25,441,952 | 26,117,340 |
Two Thousand And Fourteen Equity Plan Stock Options And Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,368,292 | 8,539,362 |
Series Z Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 11,937,450 | 15,954,722 |
Series W Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 381,818 | |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,136,210 | 1,241,438 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
2014 Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of restricted stock awards | 600,854 | |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of stock options issued | 500,854 | |
Share-Based Payment Arrangement, Option [Member] | 2014 Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of stock options issued | 500,854 | |
Number of restricted stock awards | 100,000 |