Debt | Note 10 — Debt The fair value and face value principal outstanding of the Senior Convertible Notes as of the dates indicated are as follows: Summary of Outstanding Debt Contractual Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2025 7.875 % $ 75.00 $ 17,602 $ 19,200 September 2022 Senior Convertible Note September 8, 2025 7.875 % $ 75.00 8,082 13,600 Lucid March 2023 Senior Convertible Note March 21, 2025 7.875 % $ 5.00 9,811 11,200 Balance as of June 30, 2024 $ 35,495 $ 44,000 Contractual Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2025 7.875 % $ 75.00 $ 17,602 $ 19,000 September 2022 Senior Convertible Note September 8, 2025 7.875 % $ 75.00 9,062 11,250 Lucid March 2023 Senior Convertible Note March 21, 2025 7.875 % $ 5.00 11,019 13,950 Balance as of December 31, 2023 $ 37,683 $ 44,200 The changes in the fair value of debt during the three and six month periods ended June 30, 2024 is as follows: Schedule of Changes in Fair Value of Debt April 2022 Senior Convertible Note September 2022 Senior Convertible Note Lucid March 2023 Senior Convertible Note Sum of Balance Sheet Fair Value Components Other Income (expense) Fair Value - March 31, 2024 $ 18,800 $ 13,600 $ 13,140 $ 45,540 $ — Installment repayments – common stock — (700 ) (1,125 ) (1,825 ) — Non-installment payments – common stock — (65 ) (216 ) (281 ) — Change in fair value 400 765 (599 ) 566 (566 ) Fair Value at June 30, 2024 $ 19,200 $ 13,600 $ 11,200 $ 44,000 - Other Income (Expense) - Change in fair value – three month period ended June 30, 2024 $ (566 ) April 2022 Senior Convertible Note September 2022 Senior Convertible Note Lucid March 2023 Senior Convertible Note Sum of Balance Sheet Fair Value Components Other Income (expense) Fair Value - December 31, 2023 $ 19,000 $ 11,250 $ 13,950 $ 44,200 $ — Installment repayments – common stock — (980 ) (1,208 ) (2,188 ) — Non-installment payments – common stock — (88 ) (652 ) (740 ) — Change in fair value 200 3,418 (890 ) 2,728 (2,728 ) Fair Value at June 30, 2024 $ 19,200 $ 13,600 $ 11,200 $ 44,000 - Other Income (Expense) - Change in fair value – six month period ended June 30, 2024 $ (2,728 ) Note 10 — Debt The changes in the fair value of debt during the three and six month periods ended June 30, 2023 is as follows: April 2022 Senior Convertible Note September 2022 Senior Convertible Note Lucid March 2023 Senior Convertible Note Sum of Balance Sheet Fair Value Components Other Income (expense) Fair Value - March 31, 2023 $ 20,750 $ 11,650 $ 11,900 $ 44,300 $ — Installment repayments – common stock (1,608 ) — — (1,608 ) — Non-installment payments – common stock (42 ) — — (42 ) — Change in fair value 430 200 (290 ) 340 (340 ) Fair Value at June 30, 2023 $ 19,530 $ 11,850 $ 11,610 $ 42,990 - Other Income (Expense) - Change in fair value – three month period ended June 30, 2023 $ (340 ) April 2022 Senior Convertible Note September 2022 Senior Convertible Note Lucid March 2023 Senior Convertible Note Sum of Balance Sheet Fair Value Components Other Income (expense) Fair Value - December 31, 2022 $ 22,000 $ 11,650 $ — $ 33,650 $ — Fair Value - Beginning of Period $ 22,000 $ 11,650 $ — $ 33,650 $ — Face value principal – issue date — — 11,111 11,111 — Fair value adjustment – issue date — — 789 789 (789 ) Installment repayments – common stock (2,943 ) — — (2,943 ) — Non-installment payments – common stock (208 ) — — (208 ) — Change in fair value 681 200 (290 ) 591 (591 ) Fair Value at June 30, 2023 $ 19,530 $ 11,850 $ 11,610 $ 42,990 - Fair Value - Ending of Period $ 19,530 $ 11,850 $ 11,610 $ 42,990 - Other Income (Expense) - Change in fair value – six month period ended June 30, 2023 $ (1,380 ) 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, 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 75.00 April 4, 2024 maturity date the investor agreed to extend by one year, to April 4, 2025 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 75.00 September 6, 2024 maturity date the investor agreed to extend by one year, to September 8, 2025. Note 10 — Debt The Company has agreed to reduce temporarily, and the Investor has consented to reducing temporarily, the contractual conversion price under the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note to equal to 82.5 0.40 1 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% (the “Debt to Market Cap Ratio Test”); and (iii) the Company’s market capitalization to at no time be less than $75 million In consideration of the covenant waiver and maturity extensions discussed above, the Company agreed to pay the holder of the notes $ 2,000 The April 2022 Senior Convertible Note and September 2022 Senior Convertible Note installment payments may be made in shares of PAVmed common stock at a conversion price that is the lower of the contractual conversion price and 82.5 2.70 In the three and six month periods ended June 30, 2024, approximately $ 700 and $ 980 , respectively, of principal repayments along with approximately $ 65 and $ 88 , respectively, of interest expense thereon, were settled through the issuance of 461,963 and 574,424 , respectively, shares of common stock of the Company, with such shares having a fair value of approximately $ 805 and $ 1,113 , respectively, (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). In addition, during the three and six month periods ended June 30, 2024, the Company paid $ 209 and $ 407 , respectively, in cash related to acceleration floor payments on these notes related to the conversion price being below the floor price, which is included in debt extinguishment loss on the Company’s unaudited condensed consolidated statements of operations. The conversions and cash paid resulted in debt extinguishment losses of $ 249 and $ 452 in the three and six month periods ended June 30, 2024, respectively. Lucid Diagnostics - Senior Secured Convertible Note Lucid Diagnostics entered into a Securities Purchase Agreement (“Lucid SPA”) dated March 13, 2023, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein, Lucid agreed to sell, and the Investor agreed to purchase an aggregate of $ 11.1 Under the SPA dated March 13, 2023, Lucid issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “Lucid March 2023 Senior Convertible Note”, with such note having a $ 11.1 7.875 5.00 March 21, 2025 The Lucid March 2023 Senior Convertible Note proceeds were $ 9.925 1.186 During the period from March 21, 2023 to September 20, 2023, Lucid was required to pay interest expense only (on the $ 11.1 7.875 219 243 Commencing September 21, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including March 14, 2025 (each referred to as an “Installment Date”); and on the March 21, 2025 292 Note 10 — Debt 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. The payment of all amounts due and payable under this senior convertible note is guaranteed by Lucid’s subsidiaries; and the obligations under this senior convertible note are secured by all of the assets of Lucid and its subsidiaries. Lucid is subject to certain customary affirmative and negative covenants regarding the rank of the note, 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. Lucid is subject to financial covenants requiring: (i) a minimum of $5.0 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) Lucid’s average market capitalization over the prior ten trading days, as of the last day of any fiscal quarter commencing with September 30, 2023, to not exceed 30%; and (iii) Lucid’s market capitalization to at no time be less than $30 million. The Lucid March 2023 Senior Convertible Note installment payments may be made in shares of Lucid Diagnostics common stock at a conversion price that is the lower of the contractual conversion price and 82.5 0.30 In the three and six month periods ended June 30, 2024, approximately $ 1,125 and $ 1,208 , respectively, of principal repayments along with approximately $ 215 and $ 652 , respectively, of interest expense thereon, were settled through the issuance of 2,117,833 and 2,661,181 , respectively, shares of common stock of Lucid, with such shares having a fair value of approximately $ 1,854 and $ 2,541 , respectively, (with such fair value measured as the respective conversion date quoted closing price of the common stock of Lucid). The conversions resulted in debt extinguishment losses of $ 512 and $ 681 in the three and six month periods ended June 30, 2024, respectively. Subsequent to June 30, 2024, as of August 8, 2024, approximately $ 375 of principal repayments along with approximately $ 80 of interest expense thereon, was settled through the issuance of 747,909 shares of common stock of Lucid, with such shares having a fair value of approximately $ 619 (with such fair value measured as the respective conversion date quoted closing price of the common stock of Lucid). During the three and six month periods ended June 30, 2024, the Company recognized debt extinguishment losses in total of approximately $ 763 1,132 743 1,268 See Note 9, Financial Instruments Fair Value Measurements |