UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-37685

PAVMED INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		47-1214177
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification No.)

One Grand Central Place
60 E. 42nd Street
Suite 4600
New York, NY 10165		10165
(Address of Principal Executive Offices		(Zip Code)

(212) 949-4319

(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each Class	Trading Symbol(s)	Name of each Exchange on which Registered
Common Stock, $0.001 par value per share	PAVM	The NASDAQ Stock Market LLC
Series Z Warrants, each to purchase one share of Common Stock	PAVMZ	The NASDAQ Stock Market LLC

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” , “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	☐	Accelerated filed	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(c) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 10, 2022 there were 90,999,078 shares of the registrant’s Common Stock, par value $0.001 per share, issued (with such number of shares inclusive of shares of common stock underlying granted but unvested restricted stock awards granted under the PAVmed Inc. 2014 Long-Term Incentive Equity Plan as of such date).

TABLE OF CONTENTS

	Part I - Financial Information	Page

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2022 and December 31, 2021	1
	Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2022 and 2021	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) for the three and six months ended June 30, 2022 and 2021	3
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2022 and 2021	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 4.	Controls and Procedures	40

	PART II - Other Information

Item 1.	Legal Proceedings	41
Item 5.	Other Information	41
Item 6.	Exhibits	41
	Signature	42
	Exhibit Index	43

PART I. Financial Information

Item 1. Financial Statements

PAVMED INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except number of shares and per share data - unaudited)

	June 30, 2022			December 31, 2021
Assets:
Current assets:
Cash	$	65,153		$	77,258
Accounts receivable		—			200
Prepaid expenses, deposits, and other current assets		5,662			5,179
Total current assets		70,815			82,637
Fixed assets, net		2,253			1,585
Operating lease right-of-use assets		3,205			—
Intangible assets, net		4,456			2,029
Other assets		1,725			725
Total assets	$	82,454		$	86,976
Liabilities, Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	4,492		$	3,299
Accrued expenses and other current liabilities		2,932			4,259
Operating lease liabilities, current portion		943			—
Senior Secured Convertible Notes - at fair value		29,500			—
Purchase consideration payable		1,000			—
Total current liabilities		38,867			7,558
Long-term liabilities
Operating lease liabilities, less current portion		2,183			—
Total long-term liabilities		2,183			—
Total liabilities		41,050			7,558
Commitments and contingencies (Note 9)		-
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 1,158,950 at June 30, 2022 and 1,113,919 shares at December 31, 2021		2,554			2,419
Common stock, $0.001 par value. Authorized, 250,000,000 shares; 87,023,211 and 86,367,845 shares outstanding as of June 30, 2022 and December 31, 2021, respectively		87			86
Additional paid-in capital		201,327			198,071
Accumulated deficit		(181,442	)		(138,910	)
Treasury stock		(548	)		—
Total PAVmed Inc. Stockholders’ Equity		21,978			61,666
Noncontrolling interests		19,426			17,752
Total Stockholders’ Equity		41,404			79,418
Total Liabilities and Stockholders’ Equity	$	82,454		$	86,976

See accompanying notes to the unaudited condensed consolidated financial statements.

PAVMED INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except number of shares and per share amounts - unaudited)

	2022			2021			2022			2021
	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue	$	—		$	—		$	189		$	—
Cost of revenue		—			—			369			—
Gross profit (loss)		—			—			(180	)		—
Operating expenses:
Sales and marketing		4,898			1,875			8,823			3,262
General and administrative		11,839			6,837			21,436			10,211
Research and development		6,740			4,258			12,671			7,573
Total operating expenses		23,477			12,970			42,930			21,046
Loss from operations		(23,477	)		(12,970	)		(43,110	)		(21,046	)
Other income (expense):
Interest expense		(523	)		—			(523	)		—
Change in fair value - Senior Secured Convertible Note		(2,000	)		—			(2,000	)		1,682
Loss on issue and offering costs - Senior Secured Convertible Note		(3,101	)		—			(3,101	)		—
Debt extinguishments loss - Senior Secured Convertible Notes		—			—			—			(3,715	)
Debt forgiveness		—			300			—			300
Other income (expense), net		(5,624	)		300			(5,624	)		(1,733	)
Loss before provision for income tax		(29,101	)		(12,670	)		(48,734	)		(22,779	)
Provision for income taxes		—			—			—			—
Net loss before noncontrolling interests		(29,101	)		(12,670	)		(48,734	)		(22,779	)
Net loss attributable to the noncontrolling interests		3,576			1,199			6,337			1,877
Net loss attributable to PAVmed Inc.		(25,525	)		(11,471	)		(42,397	)		(20,902	)
Less: Series B Convertible Preferred Stock dividends earned		(70	)		(74	)		(138	)		(149	)
Net loss attributable to PAVmed Inc. common stockholders	$	(25,595	)	$	(11,545	)	$	(42,535	)	$	(21,051	)
Per share information:
Net loss per share attributable to PAVmed Inc. - basic and diluted	$

SEC Form 10-Q filed by PAVmed Inc.