Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 09, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | 360 Madison Avenue | ||
Entity Address, Address Line Two | 25th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | (212) | ||
Local Phone Number | 949-4319 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 70.5 | ||
Entity Common Stock, Shares Outstanding | 98,419,795 | ||
Documents Incorporated By Reference | Portions of the registrant’s definitive proxy statement for its 2023 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K where indicated. Such definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the year ended December 31, 2022 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Common Stock, $0.001 par value per share [Member] | |||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | PAVM | ||
Security Exchange Name | NASDAQ | ||
Series Z Warrants, each to purchase one share of Common Stock [Member] | |||
Title of 12(b) Security | Series Z Warrants, each to purchase one share of Common Stock | ||
Trading Symbol | PAVMZ | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 39,744 | $ 77,258 |
Accounts receivable | 17 | 200 |
Prepaid expenses, deposits, and other current assets | 4,165 | 5,179 |
Total current assets | 43,926 | 82,637 |
Fixed assets, net | 2,451 | 1,585 |
Operating lease right-of-use assets | 3,037 | |
Intangible assets, net | 3,445 | 2,029 |
Other assets | 1,121 | 725 |
Total assets | 53,980 | 86,976 |
Current liabilities: | ||
Accounts payable | 2,704 | 3,299 |
Accrued expenses and other current liabilities | 3,705 | 4,259 |
Operating lease liabilities, current portion | 1,141 | |
Senior Secured Convertible Notes - at fair value | 33,650 | |
Total current liabilities | 41,200 | 7,558 |
Operating lease liabilities, less current portion | 1,846 | |
Total liabilities | 43,046 | 7,558 |
Commitments and contingencies (Note 12) | ||
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 1,205,759 at December 31, 2022 and 1,113,919 shares at December 31, 2021 | 2,695 | 2,419 |
Common stock, $0.001 par value. Authorized, 250,000,000 shares; 94,510,537 and 86,367,845 shares outstanding as of December 31, 2022 and December 31, 2021, respectively | 95 | 86 |
Additional paid-in capital | 216,106 | 198,071 |
Accumulated deficit | (228,169) | (138,910) |
Treasury stock | (408) | |
Total PAVmed Inc. Stockholders’ Equity | (9,681) | 61,666 |
Noncontrolling interests | 20,615 | 17,752 |
Total Stockholders’ Equity | 10,934 | 79,418 |
Total Liabilities and Stockholders’ Equity | $ 53,980 | $ 86,976 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 94,510,537 | 86,367,845 |
Common stock, shares outstanding | 94,510,537 | 86,367,845 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,205,759 | 1,113,919 |
Preferred stock, shares outstanding | 1,205,759 | 1,113,919 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 377 | $ 500 |
Operating expenses: | ||
Cost of revenue | 3,614 | 585 |
Sales and marketing | 19,318 | 8,895 |
General and administrative | 41,041 | 25,420 |
Amortization of acquired intangible assets | 1,784 | 146 |
Research and development | 25,547 | 19,847 |
Total operating expenses | 91,304 | 54,893 |
Net loss from operations | (90,927) | (54,393) |
Other income (expense): | ||
Interest expense | (1,272) | |
Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note | (1,273) | 1,682 |
Loss on issue and offering costs - Senior Secured Convertible Note | (4,332) | |
Debt extinguishments loss - Senior Secured Convertible Notes | (5,434) | (3,715) |
Debt forgiveness | 300 | |
Other income (expense), net | (12,311) | (1,733) |
Loss before provision for income tax | (103,238) | (56,126) |
Provision for income taxes | ||
Net loss before noncontrolling interests | (103,238) | (56,126) |
Net loss attributable to the noncontrolling interests | 14,255 | 5,779 |
Net loss attributable to PAVmed Inc. | (88,983) | (50,347) |
Less: Series B Convertible Preferred Stock dividends earned | (281) | (283) |
Net loss attributable to PAVmed Inc. common stockholders | $ (89,264) | $ (50,630) |
Per share information: | ||
Net loss per share attributable to PAVmed Inc. - basic and diluted | $ (1) | $ (0.65) |
Net loss per share attributable to PAVmed Inc. common stockholders – basic and diluted | $ (1) | $ (0.65) |
Weighted average common shares outstanding, basic and diluted | 89,076,078 | 77,515,767 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 2,537 | $ 64 | $ 87,570 | $ (88,275) | $ (2,369) | $ (473) | |
Beginning balance, shares at Dec. 31, 2020 | 1,228,075 | 63,819,935 | |||||
Dividends declared - Series B Convertible Preferred Stock | $ 288 | (288) | |||||
Dividends declared - series B convertible preferred stock, shares | 96,292 | ||||||
Conversions - Series B Convertible Preferred Stock | $ (406) | 406 | |||||
Conversions - Series B Convertible Preferred Stock, shares | (210,448) | 210,448 | |||||
Vest - restricted stock awards | |||||||
Vest - restricted stock awards, shares | 150,000 | ||||||
Exercise - Series Z warrants | $ 5 | 7,799 | 7,804 | ||||
Exercise - Series Z warrants, shares | 4,877,484 | ||||||
Conversions - Senior Secured Convertible Note | $ 1 | 1,722 | 1,723 | ||||
Conversions - Senior Secured Convertible Note, shares | 667,668 | ||||||
Exercise - stock options | 979 | 979 | |||||
Exercise - stock options, shares | 621,164 | ||||||
Purchase - Employee Stock Purchase Plan | 436 | 436 | |||||
Purchase - Employee Stock Purchase Plan, shares | 234,592 | ||||||
Impact of subsidiary equity transactions | 39,576 | 16,760 | 56,336 | ||||
Stock-based compensation - PAVmed Inc. | 5,410 | 5,410 | |||||
Stock-based compensation - majority-owned subsidiary | 465 | 9,134 | 9,599 | ||||
Net Loss | (50,347) | (5,779) | (56,126) | ||||
Issue common stock – registered offerings, net | $ 16 | 53,688 | 53,704 | ||||
Issue common stock - registered offerings, net, shares | 15,782,609 | ||||||
Exercise - Series W warrants | 20 | 20 | |||||
Exercise - Series W warrants, shares | 3,945 | ||||||
Investment in Veris Health Inc. subsidiary | 6 | 6 | |||||
Ending balance at Dec. 31, 2021 | $ 2,419 | $ 86 | 198,071 | (138,910) | 17,752 | 79,418 | |
Ending balance, shares at Dec. 31, 2021 | 1,113,919 | 86,367,845 | |||||
Dividends declared - Series B Convertible Preferred Stock | $ 276 | (276) | |||||
Dividends declared - series B convertible preferred stock, shares | 91,885 | ||||||
Conversions - Series B Convertible Preferred Stock | |||||||
Conversions - Series B Convertible Preferred Stock, shares | (45) | 45 | |||||
Issue common stock - PAVM ATM Facility | $ 1 | 78 | $ 79 | ||||
Issue common stock - PAVM ATM Facility, shares | 106,225 | 106,225 | |||||
Vest - restricted stock awards | $ 1 | (1) | |||||
Vest - restricted stock awards, shares | 541,666 | ||||||
Exercise - Series Z warrants | |||||||
Exercise - Series Z warrants, shares | 5 | ||||||
Conversions - Senior Secured Convertible Note | $ 7 | 11,800 | 11,807 | ||||
Conversions - Senior Secured Convertible Note, shares | 7,189,358 | ||||||
Exercise - stock options | 302 | 302 | |||||
Exercise - stock options, shares | 299,999 | ||||||
Exercise - stock options of majority-owned subsidiary | 695 | 695 | |||||
Purchase - Employee Stock Purchase Plan | 218 | 140 | 358 | ||||
Purchase - Employee Stock Purchase Plan, shares | 194,240 | ||||||
Purchase - majority-owned subsidiary common stock - Employee Stock Purchase Plan | 109 | 109 | |||||
Issuance - majority-owned subsidiary common stock - Committed Equity Facility, net of financing charges | 1,767 | 1,767 | |||||
Impact of subsidiary equity transactions | (28) | 28 | |||||
Issuance - majority-owned subsidiary common stock - Settlement APA-RDx - Installment Payment | 653 | 653 | |||||
Stock-based compensation - PAVmed Inc. | 5,666 | 5,666 | |||||
Stock-based compensation - majority-owned subsidiary | 13,866 | 13,866 | |||||
Treasury stock | (548) | (548) | |||||
Treasury stock, shares | (188,846) | ||||||
Net Loss | (88,983) | (14,255) | (103,238) | ||||
Ending balance at Dec. 31, 2022 | $ 2,695 | $ 95 | $ 216,106 | $ (228,169) | $ (408) | $ 20,615 | $ 10,934 |
Ending balance, shares at Dec. 31, 2022 | 1,205,759 | 94,510,537 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss - before noncontrolling interest (“NCI”) | $ (103,238) | $ (56,126) |
Adjustments to reconcile net loss - before NCI to net cash used in operating activities | ||
Depreciation and amortization expense | 2,457 | 226 |
Stock-based compensation | 19,532 | 15,009 |
In-process R&D charge | 133 | |
APA-RDx: Issue common stock of majority-owned subsidiary - settle installment payment | 653 | |
Change in fair value - Senior Secured Convertible Note | 1,273 | (1,682) |
Loss upon Issuance - Senior Secured Convertible Note | 3,523 | |
Debt extinguishment loss - Senior Secured Convertible Notes and Senior Convertible Note | 5,434 | 3,715 |
Debt forgiveness | (300) | |
Non-cash lease expense | 97 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 183 | (200) |
Prepaid expenses, deposits and current and other assets | 397 | (3,458) |
Accounts payable | (742) | 174 |
Accrued expenses and other current liabilities | (554) | 1,918 |
Net cash flows used in operating activities | (70,985) | (40,591) |
Cash flows from investing activities | ||
Purchase of equipment | (1,540) | (1,469) |
Asset acquisitions, net of cash | (3,200) | (2,247) |
Net cash flows used in investing activities | (4,740) | (3,716) |
Cash flows from financing activities | ||
Proceeds – issue of common stock - initial public offering - majority-owned subsidiary | 62,000 | |
Payment – offering costs - initial public offering - majority-owned subsidiary common stock | (5,665) | |
Proceeds – issue of common stock – registered offerings | 55,016 | |
Payment – offering costs – registered offerings | (1,312) | |
Proceeds – issue of Senior Secured Convertible Note, net of offering costs | 35,227 | |
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 – issue of common stock - At-The-Market Facility | 79 | |
Proceeds – majority-owned subsidiary common stock - Committed Equity Facility | 1,807 | |
Proceeds – exercise of Series Z warrants | 7,804 | |
Proceeds – exercise of Series W warrants | 20 | |
Proceeds – exercise of stock options | 302 | 980 |
Proceeds – issue common stock – Employee Stock Purchase Plan | 358 | 436 |
Proceeds – majority-owned subsidiary common stock – Employee Stock Purchase Plan | 109 | |
Proceeds – exercise of stock options issued under equity plan of majority owned subsidiary | 695 | |
Purchase Treasury Stock – payment of employee payroll tax obligation in connection with stock-based compensation | (366) | |
Net cash flows provided by financing activities | 38,211 | 104,309 |
Net increase (decrease) in cash | (37,514) | 60,002 |
Cash, beginning of period | 77,258 | 17,256 |
Cash, end of period | $ 39,744 | $ 77,258 |
The Company
The Company | 12 Months Ended |
Dec. 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”) and Veris Health Inc. (“Veris Health” or “VERIS”). PAVmed is a highly differentiated, multi-product, commercial-stage medical technology company 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. Our current central focus is predominantly on commercial expansion and execution including the acceleration of EsoGuard and Veris Cancer Care Platform commercialization. As resources permit, we will continue to explore internal and external innovations that fulfill our project selection criteria without limiting ourselves to any target specialty or condition. More broadly, we strive to maintain balance within our pipeline with shorter-term, lower-risk projects with the prospect for rapid commercialization and revenue generation supporting development of longer-term projects. At the same time, we are continuously re-assessing each project’s long-term commercial potential relative to other projects in our pipeline, accelerating or decelerating the project and reallocating resources accordingly. The Company operates in one segment as a medical technology company, with the following lines of business: Diagnostics, Medical Devices and Digital Health. Above in Part I, Item 1 - Business |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Significant Accounting Policies Basis of Presentation The accompanying 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. and Veris Health Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the 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 18, 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. Use of Estimates In preparing the 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, intangible assets, financial instruments recognized as liabilities, debt obligations, and common stock purchase warrants. Other significant estimates include the estimated incremental borrowing rate, 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. Note 2 — Summary of Significant Accounting Policies Financial Condition The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”) requires management to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements are issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued. 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 consolidated financial statements included herein in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits. Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The key aspects considered by the Company include the following: Contracts Performance obligations Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Note 2 — Summary of Significant Accounting Policies When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred. Leases The Company adopted FASB ASC Topic 842, Leases A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease. The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases. Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components. Intangible Assets Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life. See Note 10, Intangible Assets, net Impairment - Long Lived Assets The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation. Note 2 — Summary of Significant Accounting Policies Stock-Based Compensation Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and non-employees, under each of the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan. The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation (“ASC 718”). The grant-date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates and assumptions for stock-based awards, principally as follows: ● With respect to the PAVmed Inc. 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed Inc. common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2022 and 2021; ● With respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan, the expected stock price volatility was based on the historical stock price volatility of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years ended December 31, 2022 and 2021; ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option; and, ● The expected dividend yield is based on annual dividends of $ 0.00 The price per share of PAVmed Inc. common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed Inc. 2014 Equity Plan is its quoted closing price per share. On October 14, 2021, Lucid Diagnostics Inc. completed an initial public offering (“IPO”) of its common stock under an effective registration statement on Form S-1 (SEC File No. 333-259721), wherein a total of 5.0 571,428 Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement, (ASC 820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date. The ASC 820 three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows: Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if the warrant agreement provides required or potential full or partial cash settlement. A warrant classified as a derivative liability, or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or expense. If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative liability will be derecognized at such date-of-occurrence fair value. Note 2 — Summary of Significant Accounting Policies The recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models, including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility in the value of the Company’s common stock price; the Company’s dividend yield; the likelihood and timing of future dilutive transactions, as applicable, along with the risk-free rates based on U.S. Treasury security yields. Changes in these assumptions can materially affect the estimated fair values. As of December 31, 2022 and December 31, 2021, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, which are accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 13, Financial Instruments Fair Value Measurements Debt Financial Instruments - Derivatives The Company evaluates its financial instruments to determine if the financial instrument itself or if any embedded components of a financial instrument potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if the warrant agreement provides required or potential full or partial cash settlement. A warrant classified as a derivative liability, or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or expense. If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative liability will be derecognized at such date-of-occurrence fair value. Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers. Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying consolidated statements of operations. Note 2 — Summary of Significant Accounting Policies The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated. Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2022 and 2021. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood no The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include convertible preferred stock, common stock purchase warrants, and stock options. Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc. and the basic and diluted net loss per share attributable to PAVmed Inc. common stockholders, for each reporting period presented. The Series B Convertible Preferred Stock dividends earned as of the each of the respective periods are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period presented. Further, the Series B Convertible Preferred Stock has the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock would potentially be considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods presented. Note 2 — Summary of Significant Accounting Policies JOBS Act EGC Accounting Election The Company’s designation as an “emerging growth company” or “EGC” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), expired during 2021. As an EGC, the company had irrevocably elected to adopt new or revised accounting standards using the effective date applicable to private companies. With the expiry of its EGC designation, effective December 31, 2021, the Company adopted the previously deferred accounting standards in accordance with the effective date applicable to non-EGC public companies, as such effective dates are applicable to SEC smaller reporting company requirements. Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating expenses on the statements of operations, in the consolidated financial statements and accompanying notes to the consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. Recent Accounting Standards Updates Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, by eliminating the beneficial conversion and cash conversion accounting models previously contained in ASC 470-20 that required separate accounting for embedded conversion features. ASU 2020-06 also simplified the assessment of a financial instrument settlement to determine whether a contract is an entity’s own equity qualifies for equity classification by removing certain conditions from ASC 815-4-25. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company’s adoption of the ASU 2020-06 guidance as of January 1, 2021 did not have an effect on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes”, (“ASU 2019-12”). The guidance of ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods, and adds revised guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. Adoption of the guidance of ASU 2019-12 is required for annual and interim financial statements beginning after December 15, 2020. The Company’s adoption of the ASU 2019-12 guidance as of January 1, 2021 did not have an effect on the Company’s consolidated financial statements. 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 9, Leases |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 3 — Revenue from Contracts with Customers 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 former commercial laboratory service provider, ResearchDx Inc. (“RDx”), an unrelated third-party. The EsoGuard Commercialization Agreement was on a month-to-month basis, and was terminated on February 25, 2022 upon the execution of an asset purchase agreement (“APA”) dated February 25, 2022, between LucidDx Labs Inc. (a wholly-owned subsidiary of Lucid Diagnostics Inc.) and RDx, with such agreement further discussed in Note 6 , Asset Purchase Agreement and Management Services Agreement. Revenue Recognized In the years ended December 31, 2022 and December 31, 2021, the Company recognized total revenue of $ 377 500 188 189 100 500 Cost of Revenue The cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties. In the year ended December 31, 2022, the cost of revenue was $ 3,614 369 585 |
Patent License Agreement - Case
Patent License Agreement - Case Western Reserve University | 12 Months Ended |
Dec. 31, 2022 | |
Patent License Agreement - Case Western Reserve University | |
Patent License Agreement - Case Western Reserve University | Note 4 — Patent License Agreement - Case Western Reserve University Overview The Company, through its majority-owned subsidiary Lucid Diagnostics Inc., entered into a patent license agreement with Case Western Reserve University (“CWRU”), captioned the Amended and Restated License Agreement and dated August 23, 2021 (“Amended CWRU License Agreement”). The Amended CWRU License Agreement is a successor to and replaced in its entirety the previous CWRU License Agreement, dated May 12, 2018, between Lucid Diagnostics Inc. and CWRU. The Amended CWRU License Agreement terminates upon the expiration of certain related patents, or on May 12, 2038 in countries where no such patents exist, or upon expiration of any exclusive marketing rights granted by the FDA or other U.S. government agency, whichever comes later. The Amended CWRU License Agreement (as did the predecessor CWRU License Agreement) provides for the exclusive worldwide license of the intellectual property rights for the proprietary technologies of two distinct technology components - the “EsoCheck Cell Collection Device” referred to as “EsoCheck®”; and a panel of proprietary methylated DNA biomarkers, a laboratory developed test (“LDT”), referred to as “EsoGuard®”; and together are collectively referred to as the “EsoGuard Technology”. The CWRU License Agreement Fee was $ 273 223 10 Patent Fees Reimbursement Lucid Diagnostics Inc. is responsible for reimbursement of certain CWRU billed patent fees. See Note 5, Related Party Transactions Milestones The (predecessor) CWRU License Agreement contained milestones, including regulatory milestones with respect to the FDA 501(k) submission of EsoCheck and the FDA clearance of EsoCheck, respectively regulatory submissions and clearances; which were achieved in accordance with the requisite contractual due dates, for which a $ 75 100 200 Royalty Fee Under the Amended CWRU License Agreement, the Company is required to pay a royalty fee to CWRU with respect to the “Licensed Products” (as defined in the CWRU License Agreement) of a percentage of “Net Sales”, as defined in the Amended CWRU License Agreement, as follows: 5.0 100.0 8.0 100.0 The base minimum annual royalty fee is $ 50 150 25.0 50.0 300 50.0 100.0 600 100.0 5.0 23 25 Additionally, the Company is required to pay a royalty fee on (sub-license) “Other Proceeds” (as defined in the Amended CWRU License Agreement) of: 30 15 Consulting Agreements with Physician Inventors - Intellectual Property - CWRU License Agreement Lucid Diagnostics Inc. entered into consulting agreements with each of the three physician inventors of the intellectual property licensed under the Amended CWRU License Agreement (“Physician Inventors”), with each such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided, and an expiration date of May 12, 2024, upon each of the respective the agreements’ renewal effective May 12, 2021. Additionally, each of the Physician Inventors have been granted stock options and restricted stock awards under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan; and stock options under the PAVmed Inc. 2014 Long-Term Incentive Equity Plan. See Note 5, Related Party Transactions Stock-Based Compensation |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Case Western Reserve University and Physician Inventors - Amended CWRU License Agreement Case Western Reserve University (“CWRU”) and each of the three physician inventors (“Physician Inventors”) of the intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the “Amended CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc. The expenses incurred with respect to the Amended 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 Years Ended December 31, 2022 2021 Cost of Revenue CWRU – Royalty Fees $ 23 $ 25 General and Administrative Expense Amended CWRU – License Agreement - reimbursement of patent legal fees 69 10 Stock-based compensation expense – Physician Inventors’ restricted stock awards 1,095 910 Research and Development Expense Amended CWRU – License Agreement - reimbursement of patent legal fees 209 195 Fees - Physician Inventors’ consulting agreements 44 29 Sponsored research agreement 6 — Stock-based compensation expense – Physician Inventors’ stock options 203 169 Total Related Party Expenses $ 1,649 $ 1,338 See Note 15, Stock-Based Compensation Noncontrolling Interest 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 $ 21 Effective June 2021, Veris Health Inc. entered into a consulting agreement with Andrew Thoreson, M.D. which provides for compensation on a contractual rate per hour for consulting services provided. Dr. Thoreson holds a partial ownership interest in the legal entity which holds a minority interest in Veris Health Inc. Veris Health Inc. recognized general and administrative expense of $ 56 54 |
Asset Purchase Agreement and Ma
Asset Purchase Agreement and Management Services Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Asset Acquisition [Abstract] | |
Asset Purchase Agreement and Management Services Agreement | Note 6 — Asset Purchase Agreement and Management Services Agreement Asset Purchase Agreement - ResearchDx Inc. LucidDx Labs Inc., a wholly-owned subsidiary of Lucid Diagnostics Inc., entered into an asset purchase agreement (“APA”) dated February 25, 2022, with ResearchDx, Inc. (“RDx”), an unrelated third-party - (“APA-RDx”). Under the APA-RDx, LucidDx Labs Inc. acquired certain assets from RDx which were combined with LucidDx Labs Inc. purchased and leased property and equipment to establish a Company-owned Commercial Lab Improvements Act (“CLIA”) certified, College of American Pathologists (“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 February 25, 2022, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited clinical laboratory. The total purchase price consideration payable under the APA-RDx is a face value of $ 3,200 3,200 Intangible Assets, net. 3,200 Additionally, the APA-RDx requires the Company to pay a total of $ 3,000 326,701 653 The APA-RDx provides for each of an acceleration and a cancellation of the remaining unpaid installment payments, summarized as follows: ● The payment of the remaining unpaid installment payments will be accelerated as immediately due and payable as of the date the “MSA-RDx” (as such agreement is discussed below) is either terminated by LucidDx Labs Inc. without cause or if it is terminated by mutual agreement between LucidDx Labs Inc. and RDx. ● The payment of the remaining unpaid installment payments will be cancelled if the MSA-RDx is terminated by LucidDx Labs Inc. for cause, defined as the occurrence of any one of: (i) a material breach by RDx which is not cured within thirty days of LucidDx Labs Inc. written notice; (ii) RDx becomes insolvent and /or bankrupt; or (ii) RDx fails to comply with applicable statutes, is barred from participating in federal health care programs, or by action of changes in law or regulation, or by action of judicial interpretation of law, or by judicial civil proceedings decisions. Management Services Agreement - ResearchDx Inc LucidDx Labs Inc. and RDx entered into a separate management services agreement (“MSA-RDx”), dated and effective February 25, 2022, with such agreement having a term of three years commencing on the agreement’s effective date, and an initial fee of $ 150 Termination of Management Services Agreement and Modification of Other Payment Obligations - ResearchDx Inc On February 14, 2023, Lucid Diagnostics and LucidDx Labs Inc. entered into an agreement (the “MSA Termination Agreement”) with RDx, pursuant to which the parties mutually agreed to terminate the MSA-RDx without cause. The termination was effective as February 10, 2023. Until the termination of the MSA-RDx, RDx had continued to provide certain testing and related services for the Laboratory in accordance with the terms of the MSA-RDx. The MSA Termination Agreement reduces the remaining amounts of the earnout payments and management fees due under the APA-RDx and the MSA-RDx to $ 725 553,436 |
Prepaid Expenses, Deposits, and
Prepaid Expenses, Deposits, and Other Current Assets | 12 Months Ended |
Dec. 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 Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets December 31, 2022 December 31, 2021 Advanced payments to service providers and suppliers $ 599 $ 808 Prepaid insurance 300 1,856 Deposits 3,005 1,989 EsoCheck cell collection supplies 59 434 EsoGuard mailer supplies 52 59 Veris Box supplies 150 — CarpX devices — 33 Total prepaid expenses, deposits and other current assets $ 4,165 $ 5,179 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 8 — Fixed Assets Fixed assets, less accumulated depreciation, consisted of the following as of: Schedule of Fixed Assets Estimated Useful Life December 31, 2022 December 31, 2021 Computer and office equipment 2 5 $ 784 $ 426 Laboratory equipment 3 7 2,064 1,161 Furniture and fixtures 3 5 379 96 Leasehold improvements - (1) 2 2 Assets under construction n/a 30 38 Total Fixed Assets 3,259 1,723 Less Accumulated Depreciation (808 ) (138 ) Total Fixed Assets, net $ 2,451 $ 1,585 (1) Lesser of remaining lease term or estimated useful life. Depreciation expense of $ 673 80 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 9 — Leases During the year ended December 31, 2022, the Company entered into additional lease agreements that have commenced and are classified as operating leases and short-term leases, including for each of: a research and development facility; a commercial clinical laboratory; additional Lucid Test Centers; and for office space. The components of lease expense were as follows: Schedule of Lease Expense 2022 2021 Year Ended December 31, 2022 2021 Operating lease cost $ 1,174 $ — Short-term lease cost 191 191 Variable lease cost 52 — Total lease cost $ 1,417 $ 191 The Company’s future lease payments as of December 31, 2022, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows: Schedule of Future Minimum Lease Payments for Operating Leases 2023 $ 1,327 2024 1,275 2025 323 2026 272 2027 132 Thereafter — Total lease payments $ 3,329 Less: imputed interest (342 ) Present value of lease liabilities $ 2,987 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 Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,078 $ — Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,949 $ — Weighted-average remaining lease term - operating leases (in years) 2.84 — Weighted-average discount rate - operating leases 7.875 % — % As of December 31, 2022, the Company’s right-of-use assets from operating leases are $ 3,037 2,987 1,141 1,846 In September 2022, the Company entered into a lease agreement for its principal corporate offices, in New York, New York. The lease agreement term is from the September 15, 2022 execution date to the date which is seven years and eight months from the lease commencement date, with the rent abated for the first eight months of the lease term 3.2 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets Net | |
Intangible Assets, net | Note 10 — Intangible Assets, net Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Accumulated Amortization Estimated Useful Life December 31, 2022 December 31, 2021 Defensive asset 60 months $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 months 3,200 — Other 1 year 70 70 Total Intangible assets 5,375 2,175 Less Accumulated Amortization (1,930 ) (146 ) Intangible Assets, net $ 3,445 $ 2,029 The defensive technology intangible asset was recognized upon its acquisition of CapNostics, LLC, an unrelated third-party, for total purchase consideration paid on the October 5, 2021 acquisition date of approximately $ 2.1 60 The intangible assets recognized under the APA-RDx are the laboratory licenses and certifications, inclusive of a CLIA certification, CAP accreditation, and clinical laboratory licenses for five (5) U.S. States transfer to the Company from RDx, and a laboratory information management software perpetual-use royalty-free license granted under the APA-RDx, with such intangible asset having a useful life of twenty-four months commencing on the APA-RDx February 25, 2022 transaction date. Amortization expense of the intangible assets discussed above was $ 1,784 146 Schedule of Estimated Amortization Expense for Intangible Assets 2023 $ 2,021 2024 688 2025 421 2026 315 Total $ 3,445 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 11 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following items as of: Schedule of Accrued Expenses and Other Current Liabilities December 31, 2022 December 31, 2021 Compensation and Employee Benefits $ 1,947 $ 3,151 CWRU Amended License Agreement - Royalty fee 10 25 Operating expenses 1,748 1,083 Total accrued expenses and other current liabilities $ 3,705 $ 4,259 The “Compensation and Employee Benefits” includes: discretionary bonus payments to employees; unused employee vacation time; and employee payroll deductions related to the PAVmed Inc. Employee Stock Purchase Plan (“PAVmed Inc. ESPP”). See Note 15, Stock-Based Compensation |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 12 — Commitment and Contingencies Legal Proceedings Delaware Court of Chancery Complaint 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 PAVmed Inc. 2014 Long-Term Incentive Equity Plan and the PAVmed Inc. Employee Stock Purchase Plan). The relief sought under the complaint included 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 reached agreement on a Settlement Term Sheet Agreement, dated January 28, 2021, to settle the complaint, the terms of which did not contemplate payment of monetary damages to the putative class in the proceeding. In connection with the foregoing, on August 3, 2022, the parties agreed that plaintiff’s counsel would not seek an award from the Court in excess of $ 450 450 Benchmark Investments, Inc. / Benchmark Investments LLC 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 a successor to 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. On February 13, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with EF Hutton, a division of Benchmark Investments, LLC (f/k/a Kingswood Capital Markets, a division of Benchmark Investments, Inc.) (“EF Hutton”) and Benchmark Investments, LLC (f/k/a Benchmark Investments, Inc.). Pursuant to the Settlement Agreement, the Company has paid EF Hutton $ 450 Other Matters 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 | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 13 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the reporting date 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 December 31, 2022 Senior Secured Convertible Note - April 2022 $ — $ — $ 22,000 $ 22,000 Senior Secured Convertible Note - September 2022 $ — $ — $ 11,650 $ 11,650 Totals $ — $ — $ 33,650 $ 33,650 (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 year ended December 31, 2022. As discussed in Note 14, Debt 27.5 11.25 The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. The estimated fair value of the April 2022 Senior Convertible Note as of each of April 4, 2022 and December 31, 2022, and the estimated fair value of the September 2022 Senior Convertible Note as of each of September 8, 2022 and December 31, 2022 were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: Fair Value $ 30,100 $ 12,200 $ 22,000 $ 11,650 Face value principal payable $ 27,500 $ 11,250 $ 21,497 $ 11,250 Required rate of return 7.875 % 7.875 % 11.55 % 11.35 % Conversion Price $ 5.00 $ 5.00 $ 5.00 $ 5.00 Value of common stock $ 1.26 $ 1.21 $ 0.48 $ 0.48 Expected term (years) 2.00 2.00 0.95 1.68 Volatility 115.00 % 120.00 % 165.00 % 165.00 % Risk free rate 2.40 % 3.42 % 4.62 % 4.41 % Dividend yield — % — % — % — % The estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price. Changes in these assumptions can materially affect the estimated fair values. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 14 — Debt PAVmed - Senior Secured Convertible Notes The Company entered into a Securities Purchase Agreement (“SPA”) dated March 31, 2022, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein, the Company agreed to sell, and the Investor agreed to purchase an aggregate of $ 50.0 27.5 22.5 Under the SPA dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, with such note having a $ 27.5 7.875% 5.00 Under the same SPA, the Company issued an additional Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, with such note having a $ 11.25 7.875% 5.00 The April 2022 Senior Convertible Note proceeds were $ 25.0 2.5 601 450 The September 2022 Senior Convertible Note proceeds were $ 10.2 1.0 209 184 During the period from April 4, 2022 to October 3, 2022, the Company is required to pay interest expense only (on the $ 27.5 7.875% 994 During the period from September 8, 2022 to March 6, 2023, the Company is required to pay interest expense only (on the $ 11.25 7.875% 278 150 In the year ended December 31, 2022, the non-cash expense recognized for the change in the fair value of our convertible notes was approximately $ 1,273 3,550 2,277 In the year ended December 31, 2021, the non-cash income recognized for the change in the fair value of our convertible notes was approximately $ 1,682 Commencing October 4, 2022, and then on each of the successive first and tenth trading day of each month thereafter through to and including April 1, 2024 (each referred to as an “Installment Date”); and on the April 4, 2024 724 Commencing March 6, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including September 1, 2024 (each referred to as an “Installment Date”); and on the September 6, 2024 296 In addition to the Installment Amount repayments, the Holder may elect to accelerate the conversion of future Installment Amount repayments, and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment Date conversion price. Note 14 — Debt Subject to certain conditions being met or waived, from time to time, one or more additional closings may occur, for up to the remaining $ 11.25 Additionally, effective March 31, 2023, the Investor may by written notice elect to require the Company to issue additional notes of up to $ 11.25 (a) the outstanding principal amount of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note (and any additional notes issued under the SPA dated March 31, 2022), 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 the Company does not issue the additional 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 the Company will be obligated to pay up to a maximum of a $1.35 million a break-up fee The payment of all amounts due and payable under both senior convertible notes are guaranteed by the Company and its subsidiaries, except for Lucid Diagnostics Inc and its subsidiaries; and the obligations under both senior convertible notes are secured by all of the assets of the Company and each guarantor, except in the case of the Lucid Diagnostics Inc. common stock held by PAVmed Inc. only 9.99% The Company is subject to certain customary affirmative and negative covenants regarding the rank of the notes, along with the incurrence of further 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. The Company is subject to financial covenants requiring: (i) a minimum of $8.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30% (except that such maximum percentage is 50% for the period from September 8, 2022 through March 5, 2023) (the “Debt to Market Cap Ratio Test”); and (iii) the Company’s market capitalization to at no time be less than $75 million. (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”). From time to time from and after September 8, 2022, including as of December 31, 2022, the Company was not in compliance with the Financial Tests The Company and the investor also entered into a waiver dated August 9, 2022 whereby the April 2022 Senior Convertible Note was amended to permit the Investor to convert up to $ 5.0 5.00 82.5% 0.18 6,003 370 7,189,358 11,807 5.4 522 155 1,852,261 1,102 The fair value and face value principal outstanding of the Senior Convertible Notes as of December 31, 2022 are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2024 7.875 % $ 5.00 $ 21,497 $ 22,000 September 2022 Senior Convertible Note September 6, 2024 7.875 % $ 5.00 $ 11,250 $ 11,650 Balance as of December 31, 2022 $ 32,747 $ 33,650 The Company did not have convertible debt outstanding at December 31, 2021. During the year ended December 31, 2021, the Company recognized debt extinguishment losses of approximately $ 3,715 See Note 13, Financial Instruments Fair Value Measurements Note 14 — Debt Lucid Diagnostics - Private Placement - Securities Purchase Agreement Effective as of March 13, 2023, Lucid entered into a Securities Purchase Agreement (“Lucid SPA”) with an accredited institutional investor (“Lucid Investor”, “Lucid Lender”, and /or “Lucid Holder”), pursuant to which Lucid agreed to sell, and the Lucid Investor agreed to purchase a Senior Secured Convertible Note with a face value principal of $ 11.1 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Stock-Based Compensation | Note 15 — 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 2,563,843 600,854 4,700,000 PAVmed Inc. Stock Options PAVmed Inc. stock options granted under the PAVmed Inc. 2014 Equity Plan and stock options granted outside such plan are summarized 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, 2020 6,798,529 $ 2.55 7.3 $ 2,558 Granted (1) 2,900,000 $ 4.90 Exercised (621,164 ) $ 1.58 Forfeited (357,167 ) $ 2.82 Outstanding stock options at December 31, 2021 8,720,198 $ 3.39 6.8 $ 3,516 Vested and exercisable stock options at December 31, 2021 6,228,106 $ 2.88 5.7 $ 3,245 Outstanding stock options at December 31, 2021 8,720,198 $ 3.39 6.8 $ 3,516 Granted (1) 4,804,350 $ 1.53 Exercised (299,999 ) $ 1.01 Forfeited (1,655,894 ) $ 3.14 Outstanding stock options at December 31, 2022 (3) 11,568,655 $ 2.71 7.4 $ — Vested and exercisable stock options at December 31, 2022 7,233,965 $ 2.97 6.5 $ — (1) Stock options granted under the PAVmed Inc. 2014 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, 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 December 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. (3) The outstanding stock options presented in the table above, are inclusive of 500,854 Note 15 — Stock-Based Compensation Subsequent to December 31, 2022, in January 2023, the company granted 7,070,000 0.48 PAVmed Inc. Restricted Stock Awards PAVmed Inc. restricted stock awards granted under the PAVmed Inc. 2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding restricted stock awards as of December 31, 2020 1,416,666 $ 1.72 Granted 400,000 $ 4.50 Vested (150,000 ) $ 2.04 Forfeited — $ — Unvested restricted stock awards as of December 31, 2021 (1) 1,666,666 $ 2.36 Unvested restricted stock awards as of December 31, 2021 1,666,666 $ 2.36 Granted — — Vested (541,666 ) 1.20 Forfeited (150,000 ) 2.04 Unvested restricted stock awards as of December 31, 2022 (1) 975,000 $ 3.05 (1) The unvested restricted stock awards presented in the table above, are inclusive of 100,000 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 9,144,000 3,821,139 423,300 50,000 2,500,000 Note 15 — Stock-Based Compensation Lucid Diagnostics Inc. Stock Options Lucid Diagnostics Inc. stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and stock options granted outside such plan are summarized 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, 2020 1,399,242 $ 0.61 8.0 - Granted (1) 20,000 $ 9.08 Exercised — $ — Forfeited — $ — Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 $ 6,665 Vested and exercisable stock options at December 31, 2021 1,337,417 $ 0.61 7.0 $ 6,370 Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 $ 6,665 Granted (1) 2,365,000 $ 3.68 Exercised (965,341 ) $ 0.72 Forfeited (253,524 ) $ 3.83 Outstanding stock options at December 31, 2022 (3) 2,565,377 $ 3.14 8.3 $ 428 Vested and exercisable stock options at December 31, 2022 1,119,006 $ 2.53 7.1 $ 428 (1) Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, 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 Lucid Diagnostics Inc. common stock on each of December 31, 2022 and December 31, 2021 and the exercise price of the underlying Lucid Diagnostics Inc. stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 Subsequent to December 31, 2022, in January and February 2023, the company granted 2,672,500 1.31 Note 15 — Stock-Based Compensation Lucid Diagnostics Inc. Restricted Stock Awards Lucid Diagnostics Inc. restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan and restricted stock awards granted outside such plan are summarized 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, 2020 — $ — Granted 1,947,795 12.76 Vested — — Forfeited (7,055 ) 13.11 Unvested restricted stock awards as of December 31, 2021 (1) 1,940,740 $ 12.76 Unvested restricted stock awards as of December 31, 2021 1,940,740 $ 12.76 Granted 320,000 4.53 Vested (169,320 ) 13.48 Forfeited — — Unvested restricted stock awards as of December 31, 2022 (1) 2,091,420 $ 11.44 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 On January 7, 2022, 320,000 2018 Equity Plan, with such restricted stock awards having a single vesting date on January 7, 2025 1.4 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 Expense 2022 2021 Years Ended December 31, 2022 2021 Cost of revenue $ 16 $ — Sales and marketing expenses 2,464 1,177 General and administrative expenses 16,001 12,799 Research and development expenses 1,051 1,033 Total stock-based compensation expense $ 19,532 $ 15,009 Note 15 — Stock-Based Compensation 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 Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics 2022 2021 Years Ended December 31, 2022 2021 Lucid Diagnostics Inc 2018 Equity Plan – cost of revenue $ 13 $ — Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses 968 8 Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses 12,691 9,073 Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses 187 66 PAVmed Inc 2014 Equity Plan - cost of revenue 3 — PAVmed Inc 2014 Equity Plan - sales and marketing expenses 654 202 PAVmed Inc 2014 Equity Plan - general and administrative expenses 262 38 PAVmed Inc 2014 Equity Plan - research and development expenses 213 212 Total stock-based compensation expense – recognized by Lucid Diagnostics Inc $ 14,991 $ 9,599 Total stock-based compensation expense $ 14,991 $ 9,599 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 $ 7,136 1.9 Restricted Stock Awards $ 933 0.7 Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 3,248 2.1 Restricted Stock Awards $ 4,064 0.5 Note 15 — Stock-Based Compensation 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 $ 1.10 3.46 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Years Ended December 31, 2022 2021 Expected term of stock options (in years) 5.8 5.6 Expected stock price volatility 88.0 % 76.0 % Risk free interest rate 2.2 % 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 $ 2.30 5.13 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Years Ended December 31, 2022 2021 Expected term of stock options (in years) 5.6 5.7 Expected stock price volatility 71.0 % 70.0 % Risk free interest rate 2.1 % 1.3 % Expected dividend yield — % — % PAVmed Inc. Employee Stock Purchase Plan (“ESPP”) A total of 194,240 203,480 218 304 191,698 31,112 140 131 1,750,000 931,841 250,000 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 was April 1, 2022 to September 30, 2022. A total of 84,030 109 500,000 415,970 500,000 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | Note 16 — Preferred Stock As of December 31, 2022 and December 31, 2021, there were 1,205,759 1,113,919 Series B Convertible Preferred Stock Dividends The Series B Convertible Preferred Stock is issued pursuant to the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”), has a par value of $ 0.001 3.00 3.00 The Series B Convertible Preferred Stock dividends are 8.0% 3.00 During the year ended December 31, 2022, the Company’s board-of-directors declared an aggregate of approximately $ 276 91,885 During the year ended December 31, 2021, the Company’s board-of-directors declared an aggregate of approximately $ 288 96,262 Subsequent to December 31, 2022, in January 2023, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend earned as of December 31, 2022 and payable as of January 1, 2023, of approximately $ 72 24,128 Lucid Diagnostics - Series A Preferred Stock Offering On March 7, 2023, Lucid entered into subscription agreements for the sale of 13,625 Lucid 1,000 and a conversion price of $1.394. The terms of the Lucid Series A Preferred Stock also include a one times preference on liquidation and a right to receive dividends equal to 20% of the number of shares of Lucid common stock into which such Lucid Series A Preferred Stock is convertible, payable on the one-year and two-year anniversary of the issuance date. The Lucid Series A Preferred Stock is a non-voting security, other than with respect to limited matters related to changes in terms of the Lucid Series A Preferred Stock. The aggregate gross proceeds from the sale of shares in such offering were $ 13.625 |
Common Stock and Common Stock P
Common Stock and Common Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock and Common Stock Purchase Warrants | Note 17 — Common Stock and Common Stock Purchase Warrants Common Stock In June 2022, the Company received shareholder approval to issue up to 250 100 In February 2023, the Company distributed a proxy statement for a special meeting of shareholders to be held on March 31, 2023 (the “Special Meeting”), at which the Company will be seeking approval of an amendment to the Company’s Certificate of Incorporation, to effect, at any time prior to the one-year anniversary date of the Special Meeting, (i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging from 1-for-5 to 1-for-15 250,000,000 50,000,000 During the year ended December 31, 2022, 299,999 302 385,938 Stock-Based Compensation In the year ended December 31, 2022, 7,189,358 6,003 370 Debt In the year ended December 31, 2022, the Company sold 106,225 79 Common Stock Purchase Warrants As of December 31, 2022 and December 31, 2021, Series Z Warrants outstanding totaled 11,937,450 11,937,455 1.60 April 30, 2024 5 1.60 As of December 31, 2021, Series W Warrants outstanding totaled 377,873 377,873 January 29, 2022 |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Note 18 — 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 December 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 (14,255 ) (5,779 ) Impact of subsidiary equity transactions 28 16,760 Lucid Diagnostics Inc. proceeds from Committed Equity Facility, net of deferred financing charges 1,767 — Lucid Diagnostics Inc. issuance of common stock for settlement of APA-RDx installment payment 653 — Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise 695 — Lucid Diagnostics Inc. Employee Stock Purchase Plan Purchase 109 — Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 13,859 9,134 Stock-based compensation expense - Veris Health Inc. 2021 Equity Plan 7 — NCI – equity (deficit) – end of period $ 20,615 $ 17,752 The consolidated NCI presented above is with respect to the Company’s consolidated majority-owned subsidiaries as a component of consolidated total stockholders’ equity as of December 31, 2022 and December 31, 2021; and the recognition of a net loss attributable to the NCI in the consolidated statement of operations for the periods beginning on the acquisition date of the respective majority-owned subsidiaries. Lucid Diagnostics Inc. As of December 31, 2022, there were 40,518,792 31,302,420 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 $ 50 680,263 1,807 In November 2022, Lucid Diagnostics also entered into an “at-the-market offering” for up to $6.5 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between Lucid Diagnostics and Cantor Fitzgerald & Co. In the year ended December 31, 2022, there were no Lucid Diagnostics shares sold through their at-the-market equity facility. Subsequent to December 31, 2022, through March 9, 2023, Lucid Diagnostics sold 230,068 shares through its at-the-market equity facility for approximately $0.3 million. Veris Health Inc. As of December 31, 2022, there were 8,000,000 80.44 19.56 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 19 — Income Taxes Income tax (benefit) expense for respective periods noted is as follows: Schedule of Income Tax (Benefit) Expense Year Ended December 31, 2022 2021 Current Federal, State and Local $ — $ — Deferred Federal (24,265 ) (9,528 ) State and Local 11,124 (9,409 ) Current and Deferred tax (benefit) expense (13,141 ) (18,937 ) Less: Valuation allowance reserve 13,141 18,937 Income tax expense (benefit) $ — $ — The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows: Schedule of Effective Income Tax Rate Reconciliation Year Ended December 31, 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % U.S. state and local income taxes, net of federal benefit 6.6 % 13.2 % Permanent differences (1.0 )% (0.6 )% Tax credits 1.3 % — % Revaluation of state deferred taxes (15.2) % 0.1 % Valuation allowance (12.7 )% (33.7 )% Effective tax rate — % — % The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows: Schedule of Deferred Tax Assets and Liabilities Year Ended December 31, 2022 2021 Deferred Tax Assets Net operating loss $ 37,032 $ 35,989 Debt issue costs 922 — Stock-based compensation expense 11,105 7,091 Lease liabilities 836 — Research and development expenditures 6,193 — Research and development tax credit carryforwards 1,719 428 Accrued expenses 311 897 Section 195 deferred start-up costs 15 16 Depreciation & amortization $ 221 $ — Deferred tax assets $ 58,354 $ 44,421 Deferred Tax Liabilities Operating lease right-of-use assets (850 ) — Depreciation — (22 ) Patent licenses — (36 ) Deferred Tax Liabilities $ (850 ) $ (58 ) Deferred tax assets, net of deferred tax liabilities 57,504 44,363 Less: valuation allowance (57,504 ) (44,363 ) Deferred tax assets, net after valuation allowance $ — $ — Note 19 — Income Taxes Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted. As required by FASB ASC Topic 740, Income Taxes, (“ASC 740), a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than-not the deferred tax assets will not be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, as of December 31, 2022 and 2021. As of December 31, 2022 and 2021, the deferred tax asset valuation allowance increased by $ 13,141 18,937 The Company has total estimated federal net operating loss (“NOL”) carryforward of approximately $ 158.4 million and $ 104.1 13.8 statutory expiration dates commencing in 2037 144.6 157.8 1.7 The Company files income tax returns in the United States in federal and applicable state and local jurisdictions. The Company’s tax filings for the years 2017 and thereafter each remain subject to examination by taxing authorities. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company has not recognized any penalties or interest related to its income tax provision. In August 2022, the U.S. Congress passed the Inflation Reduction Act, which included a corporate minimum tax on book earnings of 15%, an excise tax on corporate share repurchases of 1%, and certain climate change and energy tax credit incentives. The adoption of a corporate minimum tax of 15% is not expected to impact PAVmed’s effective tax rate. The excise tax of 1% on corporate share buybacks will not have an impact on the Company’s effective tax rate. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 20 — Net Loss Per Share The “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 respective periods indicated - is as follows: Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share Years Ended December 31, 2022 2021 Numerator Net loss - before noncontrolling interest $ (103,238 ) $ (56,126 ) Net loss attributable to noncontrolling interest 14,255 5,779 Net loss - as reported, attributable to PAVmed Inc. $ (88,983 ) $ (50,347 ) Series B Convertible Preferred Stock dividends – earned $ (281 ) $ (283 ) Net loss attributable to PAVmed Inc. common stockholders $ (89,264 ) $ (50,630 ) Denominator Weighted average common shares outstanding, basic and diluted 89,076,078 77,515,767 Net loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (1.00 ) $ (0.65 ) Net loss attributable to PAVmed Inc. common stockholders $ (1.00 ) $ (0.65 ) 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 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 years ended December 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 of 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 December 31, 2022 2021 Stock options and restricted stock awards 12,543,655 10,386,864 Series Z Warrants 11,937,450 11,937,455 Series W Warrants — 377,873 Series B Convertible Preferred Stock 1,205,759 1,113,919 Total 25,686,864 23,816,111 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 (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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. and Veris Health Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the 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 18, 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. |
Use of Estimates | Use of Estimates In preparing the 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, intangible assets, financial instruments recognized as liabilities, debt obligations, and common stock purchase warrants. Other significant estimates include the estimated incremental borrowing rate, 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. Note 2 — Summary of Significant Accounting Policies |
Financial Condition | Financial Condition The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”) requires management to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements are issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued. 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 consolidated financial statements included herein in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Cash | Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits. |
Offering Costs | Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. |
Revenue Recognition | Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The key aspects considered by the Company include the following: Contracts Performance obligations Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Note 2 — Summary of Significant Accounting Policies When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients |
Fixed Assets | Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred. |
Leases | Leases The Company adopted FASB ASC Topic 842, Leases A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease. The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases. Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components. |
Intangible Assets | Intangible Assets Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life. See Note 10, Intangible Assets, net |
Impairment - Long Lived Assets | Impairment - Long Lived Assets The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation. Note 2 — Summary of Significant Accounting Policies |
Stock-Based Compensation | Stock-Based Compensation Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and non-employees, under each of the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan. The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation (“ASC 718”). The grant-date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates and assumptions for stock-based awards, principally as follows: ● With respect to the PAVmed Inc. 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed Inc. common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2022 and 2021; ● With respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan, the expected stock price volatility was based on the historical stock price volatility of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years ended December 31, 2022 and 2021; ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option; and, ● The expected dividend yield is based on annual dividends of $ 0.00 The price per share of PAVmed Inc. common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed Inc. 2014 Equity Plan is its quoted closing price per share. On October 14, 2021, Lucid Diagnostics Inc. completed an initial public offering (“IPO”) of its common stock under an effective registration statement on Form S-1 (SEC File No. 333-259721), wherein a total of 5.0 571,428 |
Financial Instruments Fair Value Measurements | Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement, (ASC 820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date. The ASC 820 three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows: Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if the warrant agreement provides required or potential full or partial cash settlement. A warrant classified as a derivative liability, or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or expense. If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative liability will be derecognized at such date-of-occurrence fair value. Note 2 — Summary of Significant Accounting Policies The recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models, including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility in the value of the Company’s common stock price; the Company’s dividend yield; the likelihood and timing of future dilutive transactions, as applicable, along with the risk-free rates based on U.S. Treasury security yields. Changes in these assumptions can materially affect the estimated fair values. As of December 31, 2022 and December 31, 2021, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. |
Fair Value Option (“FVO”) Election | Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, which are accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 13, Financial Instruments Fair Value Measurements Debt |
Financial Instruments - Derivatives | Financial Instruments - Derivatives The Company evaluates its financial instruments to determine if the financial instrument itself or if any embedded components of a financial instrument potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if the warrant agreement provides required or potential full or partial cash settlement. A warrant classified as a derivative liability, or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or expense. If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative liability will be derecognized at such date-of-occurrence fair value. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers. |
Patent Costs and Purchased Patent License Rights | Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying consolidated statements of operations. Note 2 — Summary of Significant Accounting Policies The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2022 and 2021. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood no The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no |
Net Loss Per Share | Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include convertible preferred stock, common stock purchase warrants, and stock options. Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc. and the basic and diluted net loss per share attributable to PAVmed Inc. common stockholders, for each reporting period presented. The Series B Convertible Preferred Stock dividends earned as of the each of the respective periods are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period presented. Further, the Series B Convertible Preferred Stock has the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock would potentially be considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods presented. Note 2 — Summary of Significant Accounting Policies |
JOBS Act EGC Accounting Election | JOBS Act EGC Accounting Election The Company’s designation as an “emerging growth company” or “EGC” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), expired during 2021. As an EGC, the company had irrevocably elected to adopt new or revised accounting standards using the effective date applicable to private companies. With the expiry of its EGC designation, effective December 31, 2021, the Company adopted the previously deferred accounting standards in accordance with the effective date applicable to non-EGC public companies, as such effective dates are applicable to SEC smaller reporting company requirements. |
Reclassifications | Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating expenses on the statements of operations, in the consolidated financial statements and accompanying notes to the consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. |
Recent Accounting Standards Updates Adopted | Recent Accounting Standards Updates Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, by eliminating the beneficial conversion and cash conversion accounting models previously contained in ASC 470-20 that required separate accounting for embedded conversion features. ASU 2020-06 also simplified the assessment of a financial instrument settlement to determine whether a contract is an entity’s own equity qualifies for equity classification by removing certain conditions from ASC 815-4-25. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company’s adoption of the ASU 2020-06 guidance as of January 1, 2021 did not have an effect on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes”, (“ASU 2019-12”). The guidance of ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods, and adds revised guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. Adoption of the guidance of ASU 2019-12 is required for annual and interim financial statements beginning after December 15, 2020. The Company’s adoption of the ASU 2019-12 guidance as of January 1, 2021 did not have an effect on the Company’s consolidated financial statements. 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 9, Leases |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 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 (“Physician Inventors”) of the intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the “Amended CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc. The expenses incurred with respect to the Amended 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 Years Ended December 31, 2022 2021 Cost of Revenue CWRU – Royalty Fees $ 23 $ 25 General and Administrative Expense Amended CWRU – License Agreement - reimbursement of patent legal fees 69 10 Stock-based compensation expense – Physician Inventors’ restricted stock awards 1,095 910 Research and Development Expense Amended CWRU – License Agreement - reimbursement of patent legal fees 209 195 Fees - Physician Inventors’ consulting agreements 44 29 Sponsored research agreement 6 — Stock-based compensation expense – Physician Inventors’ stock options 203 169 Total Related Party Expenses $ 1,649 $ 1,338 |
Prepaid Expenses, Deposits, a_2
Prepaid Expenses, Deposits, and Other Current Assets (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 December 31, 2021 Advanced payments to service providers and suppliers $ 599 $ 808 Prepaid insurance 300 1,856 Deposits 3,005 1,989 EsoCheck cell collection supplies 59 434 EsoGuard mailer supplies 52 59 Veris Box supplies 150 — CarpX devices — 33 Total prepaid expenses, deposits and other current assets $ 4,165 $ 5,179 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets, less accumulated depreciation, consisted of the following as of: Schedule of Fixed Assets Estimated Useful Life December 31, 2022 December 31, 2021 Computer and office equipment 2 5 $ 784 $ 426 Laboratory equipment 3 7 2,064 1,161 Furniture and fixtures 3 5 379 96 Leasehold improvements - (1) 2 2 Assets under construction n/a 30 38 Total Fixed Assets 3,259 1,723 Less Accumulated Depreciation (808 ) (138 ) Total Fixed Assets, net $ 2,451 $ 1,585 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of Lease Expense | The components of lease expense were as follows: Schedule of Lease Expense 2022 2021 Year Ended December 31, 2022 2021 Operating lease cost $ 1,174 $ — Short-term lease cost 191 191 Variable lease cost 52 — Total lease cost $ 1,417 $ 191 |
Schedule of Future Minimum Lease Payments for Operating Leases | The Company’s future lease payments as of December 31, 2022, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows: Schedule of Future Minimum Lease Payments for Operating Leases 2023 $ 1,327 2024 1,275 2025 323 2026 272 2027 132 Thereafter — Total lease payments $ 3,329 Less: imputed interest (342 ) Present value of lease liabilities $ 2,987 |
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 Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,078 $ — Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,949 $ — Weighted-average remaining lease term - operating leases (in years) 2.84 — Weighted-average discount rate - operating leases 7.875 % — % |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets Net | |
Schedule of Intangible Assets Accumulated Amortization | Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Accumulated Amortization Estimated Useful Life December 31, 2022 December 31, 2021 Defensive asset 60 months $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 months 3,200 — Other 1 year 70 70 Total Intangible assets 5,375 2,175 Less Accumulated Amortization (1,930 ) (146 ) Intangible Assets, net $ 3,445 $ 2,029 |
Schedule of Estimated Amortization Expense for Intangible Assets | Schedule of Estimated Amortization Expense for Intangible Assets 2023 $ 2,021 2024 688 2025 421 2026 315 Total $ 3,445 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following items as of: Schedule of Accrued Expenses and Other Current Liabilities December 31, 2022 December 31, 2021 Compensation and Employee Benefits $ 1,947 $ 3,151 CWRU Amended License Agreement - Royalty fee 10 25 Operating expenses 1,748 1,083 Total accrued expenses and other current liabilities $ 3,705 $ 4,259 |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 date 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 December 31, 2022 Senior Secured Convertible Note - April 2022 $ — $ — $ 22,000 $ 22,000 Senior Secured Convertible Note - September 2022 $ — $ — $ 11,650 $ 11,650 Totals $ — $ — $ 33,650 $ 33,650 (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 year ended December 31, 2022. |
Schedule of Fair Value Assumption Used | The estimated fair value of the April 2022 Senior Convertible Note as of each of April 4, 2022 and December 31, 2022, and the estimated fair value of the September 2022 Senior Convertible Note as of each of September 8, 2022 and December 31, 2022 were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: Fair Value $ 30,100 $ 12,200 $ 22,000 $ 11,650 Face value principal payable $ 27,500 $ 11,250 $ 21,497 $ 11,250 Required rate of return 7.875 % 7.875 % 11.55 % 11.35 % Conversion Price $ 5.00 $ 5.00 $ 5.00 $ 5.00 Value of common stock $ 1.26 $ 1.21 $ 0.48 $ 0.48 Expected term (years) 2.00 2.00 0.95 1.68 Volatility 115.00 % 120.00 % 165.00 % 165.00 % Risk free rate 2.40 % 3.42 % 4.62 % 4.41 % Dividend yield — % — % — % — % |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The fair value and face value principal outstanding of the Senior Convertible Notes as of December 31, 2022 are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2024 7.875 % $ 5.00 $ 21,497 $ 22,000 September 2022 Senior Convertible Note September 6, 2024 7.875 % $ 5.00 $ 11,250 $ 11,650 Balance as of December 31, 2022 $ 32,747 $ 33,650 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of 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 Expense 2022 2021 Years Ended December 31, 2022 2021 Cost of revenue $ 16 $ — Sales and marketing expenses 2,464 1,177 General and administrative expenses 16,001 12,799 Research and development expenses 1,051 1,033 Total stock-based compensation expense $ 19,532 $ 15,009 |
Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics | Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics 2022 2021 Years Ended December 31, 2022 2021 Lucid Diagnostics Inc 2018 Equity Plan – cost of revenue $ 13 $ — Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses 968 8 Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses 12,691 9,073 Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses 187 66 PAVmed Inc 2014 Equity Plan - cost of revenue 3 — PAVmed Inc 2014 Equity Plan - sales and marketing expenses 654 202 PAVmed Inc 2014 Equity Plan - general and administrative expenses 262 38 PAVmed Inc 2014 Equity Plan - research and development expenses 213 212 Total stock-based compensation expense – recognized by Lucid Diagnostics Inc $ 14,991 $ 9,599 Total stock-based compensation expense $ 14,991 $ 9,599 |
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 $ 7,136 1.9 Restricted Stock Awards $ 933 0.7 Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 3,248 2.1 Restricted Stock Awards $ 4,064 0.5 |
2014 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | PAVmed Inc. stock options granted under the PAVmed Inc. 2014 Equity Plan and stock options granted outside such plan are summarized 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, 2020 6,798,529 $ 2.55 7.3 $ 2,558 Granted (1) 2,900,000 $ 4.90 Exercised (621,164 ) $ 1.58 Forfeited (357,167 ) $ 2.82 Outstanding stock options at December 31, 2021 8,720,198 $ 3.39 6.8 $ 3,516 Vested and exercisable stock options at December 31, 2021 6,228,106 $ 2.88 5.7 $ 3,245 Outstanding stock options at December 31, 2021 8,720,198 $ 3.39 6.8 $ 3,516 Granted (1) 4,804,350 $ 1.53 Exercised (299,999 ) $ 1.01 Forfeited (1,655,894 ) $ 3.14 Outstanding stock options at December 31, 2022 (3) 11,568,655 $ 2.71 7.4 $ — Vested and exercisable stock options at December 31, 2022 7,233,965 $ 2.97 6.5 $ — (1) Stock options granted under the PAVmed Inc. 2014 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, 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 December 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. (3) The outstanding stock options presented in the table above, are inclusive of 500,854 |
Schedule of Restricted Stock Award Activity | PAVmed Inc. restricted stock awards granted under the PAVmed Inc. 2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding restricted stock awards as of December 31, 2020 1,416,666 $ 1.72 Granted 400,000 $ 4.50 Vested (150,000 ) $ 2.04 Forfeited — $ — Unvested restricted stock awards as of December 31, 2021 (1) 1,666,666 $ 2.36 Unvested restricted stock awards as of December 31, 2021 1,666,666 $ 2.36 Granted — — Vested (541,666 ) 1.20 Forfeited (150,000 ) 2.04 Unvested restricted stock awards as of December 31, 2022 (1) 975,000 $ 3.05 (1) The unvested restricted stock awards presented in the table above, are inclusive of 100,000 |
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 Years Ended December 31, 2022 2021 Expected term of stock options (in years) 5.8 5.6 Expected stock price volatility 88.0 % 76.0 % Risk free interest rate 2.2 % 1.0 % Expected dividend yield — % — % |
2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | Lucid Diagnostics Inc. stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and stock options granted outside such plan are summarized 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, 2020 1,399,242 $ 0.61 8.0 - Granted (1) 20,000 $ 9.08 Exercised — $ — Forfeited — $ — Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 $ 6,665 Vested and exercisable stock options at December 31, 2021 1,337,417 $ 0.61 7.0 $ 6,370 Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 $ 6,665 Granted (1) 2,365,000 $ 3.68 Exercised (965,341 ) $ 0.72 Forfeited (253,524 ) $ 3.83 Outstanding stock options at December 31, 2022 (3) 2,565,377 $ 3.14 8.3 $ 428 Vested and exercisable stock options at December 31, 2022 1,119,006 $ 2.53 7.1 $ 428 (1) Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, 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 Lucid Diagnostics Inc. common stock on each of December 31, 2022 and December 31, 2021 and the exercise price of the underlying Lucid Diagnostics Inc. stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 |
Schedule of Restricted Stock Award Activity | Lucid Diagnostics Inc. restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan and restricted stock awards granted outside such plan are summarized 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, 2020 — $ — Granted 1,947,795 12.76 Vested — — Forfeited (7,055 ) 13.11 Unvested restricted stock awards as of December 31, 2021 (1) 1,940,740 $ 12.76 Unvested restricted stock awards as of December 31, 2021 1,940,740 $ 12.76 Granted 320,000 4.53 Vested (169,320 ) 13.48 Forfeited — — Unvested restricted stock awards as of December 31, 2022 (1) 2,091,420 $ 11.44 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 |
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 Years Ended December 31, 2022 2021 Expected term of stock options (in years) 5.6 5.7 Expected stock price volatility 71.0 % 70.0 % Risk free interest rate 2.1 % 1.3 % Expected dividend yield — % — % |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 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 December 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 (14,255 ) (5,779 ) Impact of subsidiary equity transactions 28 16,760 Lucid Diagnostics Inc. proceeds from Committed Equity Facility, net of deferred financing charges 1,767 — Lucid Diagnostics Inc. issuance of common stock for settlement of APA-RDx installment payment 653 — Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise 695 — Lucid Diagnostics Inc. Employee Stock Purchase Plan Purchase 109 — Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 13,859 9,134 Stock-based compensation expense - Veris Health Inc. 2021 Equity Plan 7 — NCI – equity (deficit) – end of period $ 20,615 $ 17,752 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Expense | Income tax (benefit) expense for respective periods noted is as follows: Schedule of Income Tax (Benefit) Expense Year Ended December 31, 2022 2021 Current Federal, State and Local $ — $ — Deferred Federal (24,265 ) (9,528 ) State and Local 11,124 (9,409 ) Current and Deferred tax (benefit) expense (13,141 ) (18,937 ) Less: Valuation allowance reserve 13,141 18,937 Income tax expense (benefit) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows: Schedule of Effective Income Tax Rate Reconciliation Year Ended December 31, 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % U.S. state and local income taxes, net of federal benefit 6.6 % 13.2 % Permanent differences (1.0 )% (0.6 )% Tax credits 1.3 % — % Revaluation of state deferred taxes (15.2) % 0.1 % Valuation allowance (12.7 )% (33.7 )% Effective tax rate — % — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows: Schedule of Deferred Tax Assets and Liabilities Year Ended December 31, 2022 2021 Deferred Tax Assets Net operating loss $ 37,032 $ 35,989 Debt issue costs 922 — Stock-based compensation expense 11,105 7,091 Lease liabilities 836 — Research and development expenditures 6,193 — Research and development tax credit carryforwards 1,719 428 Accrued expenses 311 897 Section 195 deferred start-up costs 15 16 Depreciation & amortization $ 221 $ — Deferred tax assets $ 58,354 $ 44,421 Deferred Tax Liabilities Operating lease right-of-use assets (850 ) — Depreciation — (22 ) Patent licenses — (36 ) Deferred Tax Liabilities $ (850 ) $ (58 ) Deferred tax assets, net of deferred tax liabilities 57,504 44,363 Less: valuation allowance (57,504 ) (44,363 ) Deferred tax assets, net after valuation allowance $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share | The “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 respective periods indicated - is as follows: Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share Years Ended December 31, 2022 2021 Numerator Net loss - before noncontrolling interest $ (103,238 ) $ (56,126 ) Net loss attributable to noncontrolling interest 14,255 5,779 Net loss - as reported, attributable to PAVmed Inc. $ (88,983 ) $ (50,347 ) Series B Convertible Preferred Stock dividends – earned $ (281 ) $ (283 ) Net loss attributable to PAVmed Inc. common stockholders $ (89,264 ) $ (50,630 ) Denominator Weighted average common shares outstanding, basic and diluted 89,076,078 77,515,767 Net loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (1.00 ) $ (0.65 ) Net loss attributable to PAVmed Inc. common stockholders $ (1.00 ) $ (0.65 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share December 31, 2022 2021 Stock options and restricted stock awards 12,543,655 10,386,864 Series Z Warrants 11,937,450 11,937,455 Series W Warrants — 377,873 Series B Convertible Preferred Stock 1,205,759 1,113,919 Total 25,686,864 23,816,111 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Income tax likelihood percentage | greater than 50% likelihood | ||
Unrecognized tax benefits | $ 0 | ||
Income tax examination penalties and interest accrued | 0 | $ 0 | |
IPO [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares purchase during lucid's IPO | 571,428 | ||
IPO [Member] | Lucid Diagnostics Inc [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares purchase during lucid's IPO | 5,000,000 | ||
2018 Equity Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected dividend payment | $ 0 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 377 | $ 500 |
Monthly fees | 100 | |
Cost of revenue | 3,614 | $ 585 |
Eso Guard Commercialization Agreement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 189 | |
Cost of revenue | 369 | |
EsoGuard Test [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 188 |
Patent License Agreement - Ca_2
Patent License Agreement - Case Western Reserve University (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 23, 2021 | |
License fee | $ 273 | |||
License agreement remaining balance | $ 223 | |||
Amendment fee | $ 10 | |||
Research and development expense | 25,547 | $ 19,847 | ||
Commercialization milestone payment amount | 100 | |||
Net sales | 377 | 500 | ||
Future royalties fees based on future net sales | 150 | |||
Deferred revenue, period increase | 300 | |||
Deferred revenue, additions | 100,000 | |||
Deferred revenue, revenue recognized | $ 600 | |||
Royalty fee payment liability percentage | 5% | |||
Royalty expense | $ 23 | $ 25 | ||
Maximum [Member] | ||||
Deferred revenue, period increase | 50,000 | |||
Deferred revenue, revenue recognized | 100,000 | |||
Minimum [Member] | ||||
Royalty fees | $ 50 | |||
Royalty [Member] | ||||
Revenue percentage | 5% | |||
Net sales | $ 100,000 | |||
Royalty [Member] | Maximum [Member] | ||||
Revenue percentage | 8% | |||
Net sales | $ 50,000 | |||
Royalty [Member] | Minimum [Member] | ||||
Net sales | $ 100,000 | |||
License [Member] | ||||
Royalty fee payment liability percentage | 30% | |||
License and Service [Member] | ||||
Royalty fee payment liability percentage | 15% | |||
CWRU License Agreement Terms [Member] | ||||
Research and development expense | $ 75 | |||
Milestone payment | 200 | |||
License Agreement Terms [Member] | Royalty [Member] | ||||
Net sales | $ 25,000 |
Schedule of Incurred Expenses o
Schedule of Incurred Expenses of Minority Shareholders (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
CWRU – Royalty Fees | $ 3,614 | $ 585 | |
Amended CWRU – License Agreement - reimbursement of patent legal fees | $ 10 | ||
Total Related Party Expenses | 1,649 | 1,338 | |
General and Administrative Expense [Member] | |||
Amended CWRU – License Agreement - reimbursement of patent legal fees | 69 | 10 | |
Stock-based compensation expense – Physician Inventors’ stock options | 1,095 | 910 | |
Research and Development Expense [Member] | |||
Amended CWRU – License Agreement - reimbursement of patent legal fees | 209 | 195 | |
Stock-based compensation expense – Physician Inventors’ stock options | 203 | 169 | |
Fees - Physician Inventors’ consulting agreements | 44 | 29 | |
Sponsored research agreement | 6 | ||
Royalty [Member] | |||
CWRU – Royalty Fees | $ 23 | $ 25 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
General and administrative expense | $ 41,041 | $ 25,420 |
Consulting Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
General and administrative expense | $ 56 | 54 |
Consulting Agreement [Member] | Board of Directors Chairman [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
General and administrative expense | $ 21 |
Asset Purchase Agreement and _2
Asset Purchase Agreement and Management Services Agreement (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 25, 2022 | Feb. 28, 2023 | Dec. 31, 2022 | |
Asset Acquisition [Line Items] | |||
Asset acquisitions, net of cash | $ 3,200 | ||
Subsequent Event [Member] | |||
Asset Acquisition [Line Items] | |||
Earnout payments and management fees remaining amount | $ 725 | ||
Number of shares issuance as payment | 553,436 | ||
Asset Purchase Agreement [Member] | Research Dx Inc [Member] | |||
Asset Acquisition [Line Items] | |||
Purchase price consideration | $ 3,200 | ||
Intangible asset | 3,200 | ||
Purchase Asset Agreement [Member] | Research Dx Inc [Member] | |||
Asset Acquisition [Line Items] | |||
Installment payments | $ 3,000 | ||
Stock issued during period shares new issued | 326,701 | ||
Purchase price consideration estimated fair value | $ 653 | ||
Management Services Agreement [Member] | |||
Asset Acquisition [Line Items] | |||
Intial services fee | $ 150 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses Deposits And Other Current Assets | ||
Advanced payments to service providers and suppliers | $ 599 | $ 808 |
Prepaid insurance | 300 | 1,856 |
Deposits | 3,005 | 1,989 |
EsoCheck cell collection supplies | 59 | 434 |
EsoGuard mailer supplies | 52 | 59 |
Veris Box supplies | 150 | |
CarpX devices | 33 | |
Total prepaid expenses, deposits and other current assets | $ 4,165 | $ 5,179 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 3,259 | $ 1,723 | |
Estimated useful life | [1] | ||
Less Accumulated Depreciation | $ (808) | (138) | |
Total Fixed Assets, net | 2,451 | 1,585 | |
Computer and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 784 | 426 | |
Computer and Office Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 2 years | ||
Computer and Office Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Laboratory Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 2,064 | 1,161 | |
Laboratory Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Laboratory Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 379 | 96 | |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 2 | 2 | |
Asset under Construction [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 30 | $ 38 | |
[1]Lesser of remaining lease term or estimated useful life. |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 673 | $ 80 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease cost | $ 1,174 | |
Short-term lease cost | 191 | 191 |
Variable lease cost | 52 | |
Total lease cost | $ 1,417 | $ 191 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 1,327 |
2024 | 1,275 |
2025 | 323 |
2026 | 272 |
2027 | 132 |
Thereafter | |
Total lease payments | 3,329 |
Less: imputed interest | (342) |
Present value of lease liabilities | $ 2,987 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ 1,078 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,949 | |
Weighted-average remaining lease term - operating leases (in years) | 2 years 10 months 2 days | |
Weighted-average discount rate - operating leases | 7.875% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease, right-of-use assets | $ 3,037 | ||
Operating lease obligations | 2,987 | ||
Operating lease, liability, current | 1,141 | ||
Operating lease liability noncurrent | $ 1,846 | ||
Payments for rent | $ 3,200 | ||
Lease Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Lessee operating lease description | The lease agreement term is from the September 15, 2022 execution date to the date which is seven years and eight months from the lease commencement date, with the rent abated for the first eight months of the lease term |
Schedule of Intangible Assets A
Schedule of Intangible Assets Accumulated Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible assets | $ 5,375 | $ 2,175 |
Less Accumulated Amortization | (1,930) | (146) |
Total Intangible Assets, net | $ 3,445 | 2,029 |
Defensive Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset, useful life | 60 months | |
Total Intangible assets | $ 2,105 | 2,105 |
Laboratory Information Management Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset, useful life | 24 months | |
Total Intangible assets | $ 3,200 | |
Other Infinite Lived Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset, useful life | 1 year | |
Total Intangible assets | $ 70 | $ 70 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets Net | ||
2023 | $ 2,021 | |
2024 | 688 | |
2025 | 421 | |
2026 | 315 | |
Total | $ 3,445 | $ 2,029 |
Intangible Assets, net (Details
Intangible Assets, net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 05, 2022 | Oct. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1,784 | $ 146 | ||
Defensive Technology [Member] | Cap Nostics LLC [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Assets acquisition consideration transferred | $ 2,100 | |||
Useful life | 60 months |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Compensation and Employee Benefits | $ 1,947 | $ 3,151 |
CWRU Amended License Agreement - Royalty fee | 10 | 25 |
Operating expenses | 1,748 | 1,083 |
Total accrued expenses and other current liabilities | $ 3,705 | $ 4,259 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) $ in Thousands | Nov. 02, 2020 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Litigation settlement, amount awarded to other party | $ 450 |
Settlement Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Litigation settlement, amount awarded to other party | $ 450 |
Schedule of Financial Liabiliti
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Thousands | Dec. 31, 2022 USD ($) | [1] |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 33,650 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 33,650 | |
April 2022 Senior Secured Convertible Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 22,000 | |
April 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
April 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
April 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 22,000 | |
September 2022 Senior Secured Convertible Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 11,650 | |
September 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
September 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
September 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 11,650 | |
[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 year ended December 31, 2022. |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumption Used (Details) $ in Thousands | Dec. 31, 2022 USD ($) | Sep. 08, 2022 USD ($) | Apr. 04, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value | $ 33,650 | ||
Face value principal payable | 32,747 | $ 11,250 | $ 27,500 |
April 2022 Senior Secured Convertible Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value | 22,000 | 30,100 | |
Face value principal payable | $ 21,497 | $ 27,500 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input Required Rate of Return [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 11.55 | 7.875 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Conversion Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 5 | 5 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 0.48 | 1.26 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term years | 11 months 12 days | 2 years | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 165 | 115 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 4.62 | 2.40 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | |||
September 2022 Senior Convertible Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value | $ 11,650 | 12,200 | |
Face value principal payable | $ 11,250 | $ 11,250 | |
September 2022 Senior Convertible Note [Member] | Measurement Input Required Rate of Return [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 11.35 | 7.875 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Conversion Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 5 | 5 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 0.48 | 1.21 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term years | 1 year 8 months 4 days | 2 years | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 165 | 120 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 4.41 | 3.42 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 08, 2022 | Apr. 04, 2022 |
Fair Value Disclosures [Abstract] | |||
Face value principal payable | $ 32,747 | $ 11,250 | $ 27,500 |
Summary of Outstanding Debt (De
Summary of Outstanding Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Oct. 03, 2022 | Sep. 08, 2022 | Apr. 04, 2022 | |
Short-Term Debt [Line Items] | ||||
Face Value Principal Outstanding | $ 32,747 | $ 11,250 | $ 27,500 | |
Fair Value | $ 33,650 | |||
April 2022 Senior Convertible Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | Apr. 04, 2024 | |||
Stated Interest Rate | 7.875% | 7.875% | 7.875% | |
Conversion Price | $ 5 | $ 5 | ||
Face Value Principal Outstanding | $ 21,497 | $ 27,500 | $ 27,500 | |
Fair Value | $ 22,000 | |||
September 2022 Senior Convertible Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity Date | Sep. 06, 2024 | |||
Stated Interest Rate | 7.875% | 7.875% | ||
Conversion Price | $ 5 | $ 5 | ||
Face Value Principal Outstanding | $ 11,250 | $ 11,250 | ||
Fair Value | $ 11,650 | $ 12,200 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2023 | Mar. 06, 2023 | Oct. 04, 2022 | Sep. 08, 2022 | Apr. 04, 2022 | Mar. 09, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 13, 2023 | Oct. 03, 2022 | Aug. 09, 2022 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 11,250 | $ 27,500 | $ 32,747 | |||||||||
Interest expense | 1,272 | |||||||||||
Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note | 1,273 | (1,682) | ||||||||||
Fair value of non cash expense | 3,550 | |||||||||||
Decreases in fair value remeasurements | 2,277 | |||||||||||
Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note | (1,273) | 1,682 | ||||||||||
Repayment of convertible debt | 14,816 | |||||||||||
Debt instrument fair value | 33,650 | |||||||||||
Debt extinguishment loss | $ 3,715 | |||||||||||
April 2022 Senior Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 27,500 | $ 21,497 | $ 27,500 | |||||||||
Debt instrument stated percentage | 7.875% | 7.875% | 7.875% | |||||||||
Debt instrument conversion price per share | $ 5 | $ 5 | ||||||||||
Proceeds from convertible debt | $ 25,000 | |||||||||||
Debt fees amount | 2,500 | |||||||||||
Offering costs | 601 | |||||||||||
Placement agent fees | $ 450 | |||||||||||
Interest expense | $ 994 | |||||||||||
Debt instrument maturity date | Apr. 04, 2024 | |||||||||||
Debt instrument fair value | $ 22,000 | |||||||||||
September 2022 Senior Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 11,250 | $ 11,250 | ||||||||||
Debt instrument stated percentage | 7.875% | 7.875% | ||||||||||
Debt instrument conversion price per share | $ 5 | $ 5 | ||||||||||
Proceeds from convertible debt | $ 10,200 | |||||||||||
Debt fees amount | 1,000 | |||||||||||
Offering costs | 209 | |||||||||||
Placement agent fees | 184 | |||||||||||
Interest expense | $ 278 | |||||||||||
Debt instrument maturity date | Sep. 06, 2024 | |||||||||||
Debt instrument fair value | $ 12,200 | $ 11,650 | ||||||||||
September 2022 Senior Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 11,250 | |||||||||||
Debt instrument stated percentage | 7.875% | |||||||||||
Interest expense | $ 150 | |||||||||||
March 2023 Lucid Senior Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 11,100 | |||||||||||
Investor [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Issuance of common stock share | 7,189,358 | |||||||||||
Investor [Member] | Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Issuance of common stock share | 1,852,261 | |||||||||||
Investor [Member] | April 2022 Senior Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 5,000 | |||||||||||
Debt instrument stated percentage | 82.50% | |||||||||||
Debt instrument conversion price per share | $ 5 | |||||||||||
Sale of stock per share | $ 0.18 | |||||||||||
Repayment of convertible debt | $ 6,003 | |||||||||||
Debt instrument interest expense | 370 | |||||||||||
Debt instrument fair value | 11,807 | |||||||||||
Debt extinguishment loss | $ 5,400 | |||||||||||
Investor [Member] | April 2022 Senior Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Repayment of convertible debt | $ 522 | |||||||||||
Debt instrument interest expense | 155 | |||||||||||
Debt instrument fair value | $ 1,102 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument maturity date | Apr. 04, 2024 | |||||||||||
Principal repayment | $ 724 | |||||||||||
Debt instrument description | The Company is subject to financial covenants requiring: (i) a minimum of $8.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30% (except that such maximum percentage is 50% for the period from September 8, 2022 through March 5, 2023) (the “Debt to Market Cap Ratio Test”); and (iii) the Company’s market capitalization to at no time be less than $75 million. (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”). From time to time from and after September 8, 2022, including as of December 31, 2022, the Company was not in compliance with the Financial Tests | |||||||||||
Outstanding common stock percentage | 9.99% | |||||||||||
Securities Purchase Agreement [Member] | Forecast [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal repayment | $ 296 | |||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument maturity date | Sep. 06, 2024 | |||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 11,250 | $ 50,000 | ||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 11,250 | |||||||||||
Debt instrument description | (a) the outstanding principal amount of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note (and any additional notes issued under the SPA dated March 31, 2022), 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 the Company does not issue the additional 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 the Company will be obligated to pay up to a maximum of a $1.35 million a break-up fee | |||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | Initial Issuance [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | 27,500 | |||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | Additional Issuance [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 22,500 |
Schedule of Summarizes Informat
Schedule of Summarizes Information About Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
2014 Equity Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | 8,720,198 | 6,798,529 | ||
Weighted Average Exercise Price, Beginning Balance | $ 3.39 | $ 2.55 | ||
Remaining Contractual Term (Years) | 6 years 9 months 18 days | 7 years 3 months 18 days | ||
Intrinsic Value Outstanding, Beginning Balance | [1] | $ 3,516 | $ 2,558 | |
Number of Stock Options, Granted | [2] | 4,804,350 | 2,900,000 | |
Weighted Average Exercise Price, Granted | [2] | $ 1.53 | $ 4.90 | |
Number of Stock Option, Exercised | (299,999) | (621,164) | ||
Weighted Average Exercise Price, Exercised | $ 1.01 | $ 1.58 | ||
Number of Stock Option, Forfeited | (1,655,894) | (357,167) | ||
Weighted Average Exercise Price, Forfeited | $ 3.14 | $ 2.82 | ||
Number of Stock Options Outstanding, Ending Balance | 11,568,655 | [3] | 8,720,198 | |
Weighted Average Exercise Price, Ending Balance | $ 2.71 | [3] | $ 3.39 | |
Remaining Contractual Term (Years) | 7 years 4 months 24 days | [3] | 6 years 9 months 18 days | |
Intrinsic Value Outstanding, Ending Balance | [1] | [3] | $ 3,516 | |
Number of Stock Options Vested and exercisable stock options | 7,233,965 | 6,228,106 | ||
Weighted Average Exercise Price, Vested and exercisable stock options | $ 2.97 | $ 2.88 | ||
Remaining Contractual Term (Years), Vested and exercisable stock options | 6 years 6 months | 5 years 8 months 12 days | ||
Intrinsic Value Exercisable, Ending Balance | [1] | $ 3,245 | ||
2018 Equity Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | 1,419,242 | 1,399,242 | ||
Weighted Average Exercise Price, Beginning Balance | $ 0.73 | $ 0.61 | ||
Remaining Contractual Term (Years) | 7 years | 8 years | ||
Intrinsic Value Outstanding, Beginning Balance | [4] | $ 6,665 | ||
Number of Stock Options, Granted | [5] | 2,365,000 | 20,000 | |
Weighted Average Exercise Price, Granted | [5] | $ 3.68 | $ 9.08 | |
Number of Stock Option, Exercised | (965,341) | |||
Weighted Average Exercise Price, Exercised | $ 0.72 | |||
Number of Stock Option, Forfeited | (253,524) | |||
Weighted Average Exercise Price, Forfeited | $ 3.83 | |||
Number of Stock Options Outstanding, Ending Balance | 2,565,377 | [6] | 1,419,242 | |
Weighted Average Exercise Price, Ending Balance | $ 3.14 | [6] | $ 0.73 | |
Remaining Contractual Term (Years) | 8 years 3 months 18 days | [6] | 7 years | |
Intrinsic Value Outstanding, Ending Balance | [4] | $ 428 | [6] | $ 6,665 |
Number of Stock Options Vested and exercisable stock options | 1,119,006 | 1,337,417 | ||
Weighted Average Exercise Price, Vested and exercisable stock options | $ 2.53 | $ 0.61 | ||
Remaining Contractual Term (Years), Vested and exercisable stock options | 7 years 1 month 6 days | 7 years | ||
Intrinsic Value Exercisable, Ending Balance | [4] | $ 428 | $ 6,370 | |
[1]The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of December 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 and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.[3]The outstanding stock options presented in the table above, are inclusive of 500,854 423,300 |
Schedule of Summarizes Inform_2
Schedule of Summarizes Information About Stock Options (Details) (Parenthetical) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
2018 Equity Plan [Member] | |||
Stock options, Granted | [1] | 2,365,000 | 20,000 |
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | |||
Stock options, Granted | 423,300 | 423,300 | |
Parent Company [Member] | 2014 Equity Plan [Member] | |||
Number of stock options granted. shares | 500,854 | 500,854 | |
[1]Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant. |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Award Activity (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
2014 Equity Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unvested restricted stock, shares | 100,000 | 100,000 | ||
Restricted Stock Units (RSUs) [Member] | 2014 Equity Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | 1,666,666 | [1] | 1,416,666 | |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ 2.36 | [1] | $ 1.72 | |
Number of Stock Options, Granted | 400,000 | |||
Weighted Average Grant Date Fair Value, Granted | $ 4.50 | |||
Number of Stock Options, Vested | (541,666) | (150,000) | ||
Weighted Average Grant Date Fair Value, Vested | $ 1.20 | $ 2.04 | ||
Number of Stock Options, Forfeited | (150,000) | |||
Weighted Average Grant Date Fair Value, Forfeited | $ 2.04 | |||
Number of Stock Options Outstanding, Ending Balance | [1] | 975,000 | 1,666,666 | |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | [1] | $ 3.05 | $ 2.36 | |
Restricted Stock Units (RSUs) [Member] | 2018 Equity Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | 1,940,740 | [2] | ||
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ 12.76 | [2] | ||
Number of Stock Options, Granted | 320,000 | 1,947,795 | ||
Weighted Average Grant Date Fair Value, Granted | $ 4.53 | $ 12.76 | ||
Number of Stock Options, Vested | (169,320) | |||
Weighted Average Grant Date Fair Value, Vested | $ 13.48 | |||
Number of Stock Options, Forfeited | (7,055) | |||
Weighted Average Grant Date Fair Value, Forfeited | $ 13.11 | |||
Number of Stock Options Outstanding, Ending Balance | [2] | 2,091,420 | 1,940,740 | |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | [2] | $ 11.44 | $ 12.76 | |
[1]The unvested restricted stock awards presented in the table above, are inclusive of 100,000 50,000 |
Schedule of Restricted Stock _2
Schedule of Restricted Stock Award Activity (Details) (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lucid Diagnostics Inc [Member] | 2018 Equity Plan [Member] | ||
Unvested restricted stock, shares | 50,000 | 50,000 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total stock-based compensation expense | $ 19,532 | $ 15,009 |
Cost of Revenue [Member] | ||
Total stock-based compensation expense | 16 | |
Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 2,464 | 1,177 |
General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 16,001 | 12,799 |
Research and Development Expense [Member] | ||
Total stock-based compensation expense | $ 1,051 | $ 1,033 |
Schedule of Stock-Based Compe_2
Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total stock-based compensation expense | $ 19,532 | $ 15,009 |
Lucid Diagnostics Inc [Member] | ||
Total stock-based compensation expense | 14,991 | 9,599 |
Cost of Revenue [Member] | ||
Total stock-based compensation expense | 16 | |
Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 2,464 | 1,177 |
General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 16,001 | 12,799 |
Research and Development Expense [Member] | ||
Total stock-based compensation expense | 1,051 | 1,033 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Cost of Revenue [Member] | ||
Total stock-based compensation expense | 13 | |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 968 | 8 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 12,691 | 9,073 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Research and Development Expense [Member] | ||
Total stock-based compensation expense | 187 | 66 |
PAVmed Inc 2014 Equity Plan [Member] | Cost of Revenue [Member] | ||
Total stock-based compensation expense | 3 | |
PAVmed Inc 2014 Equity Plan [Member] | Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 654 | 202 |
PAVmed Inc 2014 Equity Plan [Member] | General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 262 | 38 |
PAVmed Inc 2014 Equity Plan [Member] | Research and Development Expense [Member] | ||
Total stock-based compensation expense | $ 213 | $ 212 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Equity Option [Member] | PAVmed Inc 2014 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 7,136 |
Weighted Average Remaining Service Period | 1 year 10 months 24 days |
Equity Option [Member] | Lucid Diagnostics Inc 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 3,248 |
Weighted Average Remaining Service Period | 2 years 1 month 6 days |
Restricted Stock [Member] | PAVmed Inc 2014 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 933 |
Weighted Average Remaining Service Period | 8 months 12 days |
Restricted Stock [Member] | Lucid Diagnostics Inc 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 4,064 |
Weighted Average Remaining Service Period | 6 months |
Schedule of Fair Values of Stoc
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 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 7 months 6 days |
Expected stock price volatility | 88% | 76% |
Risk free interest rate | 2.20% | 1% |
Expected dividend yield | ||
2018 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 | 5 years 8 months 12 days |
Expected stock price volatility | 71% | 70% |
Risk free interest rate | 2.10% | 1.30% |
Expected dividend yield |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jan. 07, 2022 | Feb. 28, 2023 | Jan. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | Dec. 31, 2020 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Proceeds from common stock | $ 55,016 | ||||||||||||
Employee Stock Purchase Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock capital shares reserved for future issuance | 1,750,000 | ||||||||||||
Shares available for issue | 931,841 | ||||||||||||
Number of common stock purchased | 194,240 | 203,480 | 191,698 | 31,112 | |||||||||
Proceeds from common stock | $ 218 | $ 304 | $ 140 | $ 131 | |||||||||
Employee Stock Purchase Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of common stock purchased | 84,030 | ||||||||||||
Proceeds from common stock | $ 109 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share- based compensation, weighted average exercise price | $ 1.31 | $ 1.31 | |||||||||||
Subsequent Event [Member] | Employee Stock Purchase Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares available for issue | 250,000 | ||||||||||||
2014 Equity Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock capital shares reserved for future issuance | 16,352,807 | ||||||||||||
Shares available for issue | 2,563,843 | ||||||||||||
Number of stock options outstanding | 600,854 | ||||||||||||
Weighted average fair value of stock options | $ 1.10 | $ 3.46 | |||||||||||
Number of shares available for issue | 500,854 | 500,854 | |||||||||||
2014 Equity Plan [Member] | Subsequent Event [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Shares available for issue | 4,700,000 | ||||||||||||
Number of stock options outstanding | 7,070,000 | ||||||||||||
Share- based compensation, weighted average exercise price | $ 0.48 | ||||||||||||
2018 Stock Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock capital shares reserved for future issuance | 9,144,000 | ||||||||||||
Shares available for issue | 3,821,139 | ||||||||||||
Number of stock options outstanding | 423,300 | ||||||||||||
Vest - restricted stock awards, shares | 50,000 | ||||||||||||
2018 Stock Plan [Member] | Subsequent Event [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Shares available for issue | 2,500,000 | ||||||||||||
2018 Equity Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of stock options outstanding | 2,565,377 | [1] | 1,419,242 | 1,399,242 | |||||||||
Share based compensation arrangements by share based payment award, options, grants in period, weighted average exercise price | [2] | $ 3.68 | $ 9.08 | ||||||||||
Weighted average fair value of stock options | $ 2.30 | $ 5.13 | |||||||||||
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of restricted stock, granted | 50,000 | 50,000 | |||||||||||
2018 Equity Plan [Member] | Restricted Stock [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of restricted stock, granted | 320,000 | ||||||||||||
Vesting period description | 2018 Equity Plan, with such restricted stock awards having a single vesting date on January 7, 2025 | ||||||||||||
Fair value of restricted stock granted | $ 1,400 | ||||||||||||
2018 Equity Plan [Member] | Subsequent Event [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share based compensation arrangements by share based payment award, options, grants in period, weighted average exercise price | $ 2,672,500 | $ 2,672,500 | |||||||||||
Employee Stock Purchase Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock capital shares reserved for future issuance | 500,000 | ||||||||||||
Shares available for issue | 415,970 | ||||||||||||
Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | Lucid Diagnostics Inc [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares available for issue | 500,000 | ||||||||||||
[1]The outstanding stock options presented in the table above, are inclusive of 423,300 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 07, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock par value per share | $ 3 | ||||
Series B Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock shares issued | 1,205,759 | 1,113,919 | |||
Preferred stock shares outstanding | 1,205,759 | 1,113,919 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock par value per share | $ 3 | ||||
Dividend rate percentage | 8% | ||||
Series B Convertible Preferred Stock [Member] | Board of Directors [Member] | |||||
Class of Stock [Line Items] | |||||
Dividends declared | $ 276 | $ 288 | |||
Shares purchase during lucid's IPO | 91,885 | 96,262 | |||
Series B Convertible Preferred Stock [Member] | Board of Directors [Member] | Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Shares purchase during lucid's IPO | 24,128 | ||||
Dividends payable | $ 72,000 | ||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, par value | $ 1,000 | ||||
Dividend rate percentage | 20% | ||||
Number of shares for sale | 13,625 | ||||
Proceeds from sale of shares | $ 13,625,000 |
Common Stock and Common Stock_2
Common Stock and Common Stock Purchase Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |
Increase in common stock shares authorized | 100,000,000 | ||
Stock option exercised, value | $ 302 | $ 979 | |
Repayment of convertible debt | $ 14,816 | ||
Sale of stock, shares | 106,225 | ||
Sale of stock at-the-market, value | $ 79 | ||
Series Z Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants exercised | $ 1.60 | ||
Number of warrants exercised | 5 | ||
Series Z Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock purchase warrants issued and outstanding | 11,937,450 | 11,937,455 | |
Number of warrants exercised | $ 1.60 | $ 1.60 | |
Warrants expiration date | Apr. 30, 2024 | Apr. 30, 2024 | |
Series W Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock purchase warrants issued and outstanding | 377,873 | ||
Warrants expiration date | Jan. 29, 2022 | ||
April 2022 Senior Convertible Note and September 2022 Senior Convertible Note [Member] | |||
Class of Warrant or Right [Line Items] | |||
Stock issued during period, share, conversion of units | 7,189,358 | ||
Repayment of convertible debt | $ 6,003 | ||
Debt instrument interest expense | $ 370 | ||
Employee Stock Purchase Plan [Member] | |||
Class of Warrant or Right [Line Items] | |||
Employee stock purchase plans | 385,938 | ||
Equity Option [Member] | |||
Class of Warrant or Right [Line Items] | |||
Stock option exercised | 299,999 | ||
Stock option exercised, value | $ 302 | ||
Subsequent Event [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock, shares authorized | 50,000,000 | ||
Reverse stock split | 1-for-5 to 1-for-15 |
Schedule of Noncontrolling Inte
Schedule of Noncontrolling Interest of Stockholders' Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | ||
NCI – equity (deficit) – beginning of period | $ 17,752 | $ (2,369) |
Investment in Veris Health Inc. | 6 | |
Net loss attributable to NCI | (14,255) | (5,779) |
Impact of subsidiary equity transactions | 28 | 16,760 |
Lucid Diagnostics Inc. proceeds from Committed Equity Facility, net of deferred financing charges | 1,767 | |
Lucid Diagnostics Inc. issuance of common stock for settlement of APA-RDx installment payment | 653 | |
Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise | 695 | |
Lucid Diagnostics Inc. Employee Stock Purchase Plan Purchase | 109 | |
Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan | 13,859 | 9,134 |
Stock-based compensation expense - Veris Health Inc. 2021 Equity Plan | 7 | |
NCI – equity (deficit) – end of period | $ 20,615 | $ 17,752 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||
Common stock shares outstanding | 94,510,537 | 86,367,845 | |
Common stock of issued | 94,510,537 | 86,367,845 | |
Proceeds issuance of common stock | $ 55,016 | ||
Veris Health Inc [Member] | Unrelated Third Parties [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment ownership percentage | 19.56% | ||
Lucid Diagnostics Inc [Member] | |||
Noncontrolling Interest [Line Items] | |||
Common stock of issued | 680,263 | ||
Proceeds issuance of common stock | $ 1,807 | ||
Parent Company [Member] | Veris Health Inc [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment ownership percentage | 80.44% | ||
Lucid Diagnostics Inc [Member] | |||
Noncontrolling Interest [Line Items] | |||
Common stock shares outstanding | 40,518,792 | ||
Partners capital account units acquisitions | 31,302,420 | ||
Cantor Fitzgerald & Co [Member] | |||
Noncontrolling Interest [Line Items] | |||
Committed to purchase common stock | $ 50,000 | ||
Veris Health Inc [Member] | |||
Noncontrolling Interest [Line Items] | |||
Common stock shares outstanding | 8,000,000 |
Schedule of Income Tax (Benefit
Schedule of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal, State and Local | ||
Federal | (24,265) | (9,528) |
State and Local | 11,124 | (9,409) |
Current and Deferred tax (benefit) expense | (13,141) | (18,937) |
Less: Valuation allowance reserve | 13,141 | 18,937 |
Income tax expense (benefit) |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21% | 21% |
U.S. state and local income taxes, net of federal benefit | 6.60% | 13.20% |
Permanent differences | (1.00%) | (0.60%) |
Tax credits | 1.30% | |
Revaluation of state deferred taxes | (15.20%) | 0.10% |
Valuation allowance | (12.70%) | (33.70%) |
Effective tax rate |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 37,032 | $ 35,989 |
Debt issue costs | 922 | |
Stock-based compensation expense | 11,105 | 7,091 |
Lease liabilities | 836 | |
Research and development expenditures | 6,193 | |
Research and development tax credit carryforwards | 1,719 | 428 |
Accrued expenses | 311 | 897 |
Section 195 deferred start-up costs | 15 | 16 |
Depreciation & amortization | 221 | |
Deferred tax assets | 58,354 | 44,421 |
Operating lease right-of-use assets | (850) | |
Depreciation | (22) | |
Patent licenses | (36) | |
Deferred Tax Liabilities | (850) | (58) |
Deferred tax assets, net of deferred tax liabilities | 57,504 | 44,363 |
Less: valuation allowance | (57,504) | (44,363) |
Deferred tax assets, net after valuation allowance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Increase in deferred tax asset valuation allowance | $ 13,141 | $ 18,937 |
Net operating loss carryforward | 158,400 | 104,100 |
Operating loss carryforwards, subject to expiration | $ 13,800 | |
Statutory expiration description | statutory expiration dates commencing in 2037 | |
Operating loss carryforwards, not subject to expiration | $ 144,600 | |
State and Local NOL carryforwards | 157,800 | |
Estimated research and development tax credit carryforwards | $ 1,719 | $ 428 |
Schedule of Comparison of Basic
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss before noncontrolling interests | $ (103,238) | $ (56,126) |
Net loss attributable to noncontrolling interest | 14,255 | 5,779 |
Net loss - as reported, attributable to PAVmed Inc. | (88,983) | (50,347) |
Series B Convertible Preferred Stock dividends – earned | (281) | (283) |
Net loss attributable to PAVmed Inc. common stockholders | $ (89,264) | $ (50,630) |
Weighted average common shares outstanding, basic and diluted | 89,076,078 | 77,515,767 |
Net loss - as reported, attributable to PAVmed Inc. | $ (1) | $ (0.65) |
Net loss attributable to PAVmed Inc. common stockholders | $ (1) | $ (0.65) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 25,686,864 | 23,816,111 |
Stock Options and Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,543,655 | 10,386,864 |
Series Z Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 11,937,450 | 11,937,455 |
Series W Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 377,873 | |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,205,759 | 1,113,919 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - 2014 Equity Plan [Member] - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares purchase during lucid's IPO | 500,854 | 500,854 |
Number of restricted stock awards | 100,000 | 100,000 |