Full Press Release Details
Closes Preferred Stock and Senior Secured Note Financings, Eliminating All Previously Outstanding Convertible Securities
D Preferred Stock offering yielded $30 million of gross proceeds and includes warrants exercisable for up to an additional $30 million
upon publication of a positive draft EsoGuard Medicare local coverage determination
D Preferred Stock convertible into common stock subject to stockholder approval at an upcoming special meeting
senior secured note with three-year maturity yielded an additional $15 million of gross proceeds
used to redeem and retire all previously outstanding convertible securities, eliminating a significant legacy capital structure overhang
yielded approximately $7.7 million in net cash proceeds, materially strengthening the Company's balance sheet
YORK, February 4, 2026 - PAVmed Inc. (Nasdaq: PAVM) ("PAVmed" or the "Company"), a diversified
commercial-stage medical technology company, operating in the medical device, diagnostics, and digital health sectors, today announced
the closing of preferred stock and senior secured note financings by existing long-term investors, resulting in the elimination of a
significant legacy capital structure overhang from previously outstanding convertible securities and a materially strengthened balance
Company has issued $30 million of newly designated Series D Convertible Preferred Stock with warrants exercisable for up to an additional
$30 million of Series D Convertible Preferred Stock, callable upon publication of a positive draft Medicare local coverage determination
(LCD) for the EsoGuard Esophageal DNA Test offered by its subsidiary, Lucid Diagnostics, Inc. (Nasdaq: LUCD) ("Lucid"). The
Company will convene a special meeting of its stockholders no later than April 30, 2026, to seek approval for the conversion of the Series
D Preferred Stock into common stock with a conversion price of $6.50 per share of common stock. The Company has executed voting agreements
with stockholders representing approximately 25 percent of its outstanding common stock in support of such approval. The Company has
concurrently issued a $15 million senior secured note with a February 2029 maturity to an existing investor.
Company used the proceeds from these financings, consisting of a $22.3 million cash payment and the $15 million long-term senior secured
note, to redeem all outstanding shares of its Series C Convertible Preferred Stock, and fully retire its outstanding convertible debt.
The remaining $7.7 million in net cash proceeds will be available for general working capital purposes. In total, assuming exercise of
the associated warrants upon publication of a positive EsoGuard LCD and conversion of the Series D Convertible Preferred Stock upon stockholder
approval, these financings would yield a clean capital structure consisting entirely of common stock and long-term debt, while adding
approximately $37.7 million in cash to the balance sheet. In addition, PAVmed continues to hold 31 million shares of Lucid common stock
on its balance sheet.
transaction represents a decisive and transformational positive outcome following more than a year of deliberate, systematic work to
permanently fix PAVmed's legacy capital structure by eliminating the overhang of its convertible securities to unlock the full
strength of its assets for the benefit of its shareholders," said PAVmed Chairman and Chief Executive Officer, Lishan Aklog,
M.D. "We are grateful for the deep commitment of our core long-term investors and their continued confidence in the future
of this company and its subsidiaries. Armed with a clean capital structure and substantially strengthened balance sheet, PAVmed is now
poised to execute on its founding mission to become a high-growth diversified commercial life sciences company with multiple independently
financed subsidiaries leveraging a shared services model. As Lucid's largest shareholder, PAVmed is exceptionally well positioned
to benefit from its upcoming major value inflection points. PAVmed's majority-owned digital health subsidiary, Veris Health Inc.,
is likewise positioned to accelerate execution of its strategic plan. Finally, we now have the capital structure and resources to actively
pursue and capitalize on additional commercial opportunities with the potential to enhance long-term shareholder value."
details regarding the Series D Convertible Preferred Stock, the warrants, the redemption of the Series C Convertible Preferred Stock,
the Company's recently outstanding and new debt, and related voting agreements are included in the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission.
PAVmed and its Subsidiaries
Inc. is a diversified commercial-stage medical technology company operating in the medical device, diagnostics, and digital health sectors.
Its subsidiary, Lucid Diagnostics Inc. (NASDAQ: LUCD), is a commercial-stage cancer prevention medical diagnostics company that markets
the EsoGuard Esophageal DNA Test and EsoCheck Esophageal Cell Collection Device-the first and only
commercial tools for widespread early detection of esophageal precancer to mitigate the risks of esophageal cancer deaths. Its other
subsidiary, Veris Health Inc., is a digital health company focused on enhanced personalized cancer care through remote patient monitoring
using implantable biologic sensors with wireless communication along with a custom suite of connected external devices. Veris is concurrently
developing an implantable physiological monitor, designed to be implanted alongside a chemotherapy port, which will interface with the
Veris Cancer Care Platform.
more and for more information about PAVmed, please visit pavmed.com.
more information about Lucid Diagnostics, please visit luciddx.com.
more information about Veris Health, please visit verishealth.com.
press release includes forward-looking statements that involve risk and uncertainties. Forward-looking statements are any statements
that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of PAVmed's
management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Risks
and uncertainties that may cause such differences include, among other things, volatility in the price of PAVmed's common stock;
general economic and market conditions; the uncertainties inherent in research and development, including the cost and time required
to advance PAVmed's products to regulatory submission; whether regulatory authorities will be satisfied with the design of and
results from PAVmed's clinical and preclinical studies; whether and when PAVmed's products are cleared by regulatory authorities;
market acceptance of PAVmed's products once cleared and commercialized; PAVmed's ability to raise additional funding as needed;
and other competitive developments. These factors are difficult or impossible to predict accurately and many of them are beyond PAVmed's
control. In addition, new risks and uncertainties may arise from time to time and are difficult to predict. For a further list and description
of these and other important risks and uncertainties that may affect PAVmed's future operations, see Part I, Item 1A, "Risk
Factors," in PAVmed's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as the same
may be updated in Part II, Item 1A, "Risk Factors" in any Quarterly Report on Form 10-Q filed by PAVmed after its most recent
Annual Report. PAVmed disclaims any intention or obligation to publicly update or revise any forward-looking statement to reflect any
change in its expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the
likelihood that actual results will differ from those contained in the forward-looking statements.
PAVmed and Lucid Diagnostics