Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 26, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | PAVmed Inc. | |
Entity Central Index Key | 0001624326 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 46,926,897 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 8,731 | $ 6,219 |
Prepaid expenses and other current assets | 692 | 328 |
Total current assets | 9,423 | 6,547 |
Other assets | 691 | 693 |
Total assets | 10,114 | 7,240 |
Current liabilities | ||
Accounts payable | 4,157 | 2,353 |
Accrued expenses and other current liabilities | 1,523 | 1,386 |
Senior secured convertible notes at fair value | 20,663 | 8,139 |
Total liabilities | 26,343 | 11,878 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||
Stockholders' Equity (Deficit) | ||
Common stock, par value $0.001; 100,000 shares authorized; 44,134 and 40,479 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 44 | 41 |
Additional paid-in capital | 50,896 | 47,554 |
Accumulated deficit | (68,259) | (53,715) |
Total PAVmed Inc. Stockholders' Deficit | (14,996) | (3,824) |
Noncontrolling interest | (1,232) | (814) |
Total Stockholders' Deficit | (16,229) | (4,638) |
Total Liabilities and Equity (Deficit) | 10,114 | 7,240 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, par value $0.001, 20,000 shares authorized; | $ 2,322 | $ 2,296 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value per share | $ 0.001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 44,133,745 | 40,478,861 |
Common stock, shares outstanding | 44,133,745 | 40,478,861 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,156,000 | 1,158,000 |
Preferred stock, shares outstanding | 1,156,000 | 1,158,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | ||
General and administrative expense | 2,625 | 1,693 |
Research and development expense | 2,628 | 1,451 |
Total operating expenses | 5,253 | 3,144 |
Loss from operations | (5,253) | (3,144) |
Other income (expense) | ||
Interest expense | (52) | |
Change in fair value - Senior Secured Convertible Notes | (8,008) | (559) |
Offering costs - issue of Senior Secured Convertible Note - Series B | (410) | |
Debt extinguishments loss - Senior Secured Convertible Notes | (1,188) | (1) |
Other income (expense), net | (9,658) | (560) |
Loss before provision for income tax | (14,911) | (3,704) |
Provision for income taxes | ||
Net loss - before noncontrolling interest | (14,911) | (3,704) |
Net loss attributable to noncontrolling interest | 436 | 169 |
Net loss - attributable to PAVmed Inc. | (14,475) | (3,535) |
Less: Series B Convertible Preferred Stock dividends earned | (70) | (65) |
Net loss attributable to PAVmed Inc. common stockholders | $ (14,545) | $ (3,600) |
Net loss per share - attributable to PAVmed Inc. - basic and diluted | $ (0.33) | $ (0.13) |
Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted | $ (0.33) | $ (0.13) |
Weighted average common shares outstanding - basic and diluted | 43,500 | 27,149 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2018 | $ 2,032 | $ 27 | $ 32,619 | $ (36,993) | $ (162) | $ (2,477) |
Balance, shares at Dec. 31, 2018 | 1,070,000 | 27,143,000 | ||||
Issue common stock upon partial conversions of Senior Secured Convertible Note | $ 1 | 52 | 53 | |||
Issue common stock upon partial conversions of Senior Secured Convertible Note, shares | 50,000 | |||||
Series B Convertible Preferred Stock dividends declared | $ 64 | (64) | ||||
Series B Convertible Preferred Stock dividends declared, shares | 21,000 | |||||
Stock-based compensation | 350 | 350 | ||||
Stock-based compensation - majority-owned subsidiary | 4 | 105 | 109 | |||
Loss | (3,535) | (169) | (3,704) | |||
Balance at Mar. 31, 2019 | $ 2,096 | $ 28 | 33,025 | (40,592) | (226) | (5,669) |
Balance, shares at Mar. 31, 2019 | 1,091,000 | 27,193,000 | ||||
Balance at Dec. 31, 2018 | $ 2,032 | $ 27 | 32,619 | (36,993) | (162) | (2,477) |
Balance, shares at Dec. 31, 2018 | 1,070,000 | 27,143,000 | ||||
Balance at Dec. 31, 2019 | $ 2,296 | $ 41 | 47,554 | (53,715) | (814) | (4,638) |
Balance, shares at Dec. 31, 2019 | 1,158,000 | 40,479,000 | ||||
Issue common stock upon partial conversions of Senior Secured Convertible Note | $ 2 | 2,831 | 2,833 | |||
Issue common stock upon partial conversions of Senior Secured Convertible Note, shares | 2,043,000 | |||||
Series B Convertible Preferred Stock dividends declared | $ 69 | (69) | ||||
Series B Convertible Preferred Stock dividends declared, shares | 23,000 | |||||
Stock-based compensation | 328 | 328 | ||||
Stock-based compensation - majority-owned subsidiary | 3 | 13 | 16 | |||
Issue common stock - Employee Stock Purchase Plan | 126 | $ 126 | ||||
Issue common stock - Employee Stock Purchase Plan, shares | 154,000 | 154,000 | ||||
Issue common stock - exercise Series S warrants | $ 1 | 11 | $ 12 | |||
Issue common stock - exercise Series S warrants, shares | 1,199,000 | |||||
Issue common stock - conversion Series B Convertible Preferred Stock | $ (43) | 43 | ||||
Issue common stock - conversion Series B Convertible Preferred Stock, shares | (25,000) | 25,000 | ||||
Vesting of restricted stock awards | ||||||
Vesting of restricted stock awards, shares | 234,000 | |||||
Issue common stock of majority-owned subsidiary exercise of stock options | 5 | 5 | ||||
Loss | (14,475) | (436) | (14,911) | |||
Balance at Mar. 31, 2020 | $ 2,322 | $ 44 | $ 50,896 | $ (68,259) | $ (1,232) | $ (16,229) |
Balance, shares at Mar. 31, 2020 | 1,156,000 | 44,134,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss - before noncontrolling interest ("NCI") | $ (14,911) | $ (3,704) |
Adjustments to reconcile net loss - before NCI to net cash used in operating activities | ||
Depreciation expense | 3 | 3 |
Stock-based compensation | 344 | 459 |
Change in fair value - Senior Secured Convertible Notes | 8,008 | 559 |
Debt extinguishments - Senior Secured Convertible Notes | 1,188 | 1 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (364) | 109 |
Accounts payable | 1,804 | (353) |
Accrued expenses and other current liabilities | 137 | (944) |
Net cash flows used in operating activities | (3,791) | (3,870) |
Cash flows from investing activities | ||
Purchase of equipment | (2) | (3) |
Net cash flows used in investing activities | (2) | (3) |
Cash flows from financing activities | ||
Proceeds - exercise of stock options issued under equity incentive plan of majority-owned subsidiary | 5 | |
Proceeds - issue of Senior Convertible Note | 6,300 | |
Payment - Senior Secured Convertible Note - non-installment | (138) | (159) |
Proceeds - issue common stock - Employee Stock Purchase Plan | 126 | |
Proceeds - exercise of Series S Warrants | 12 | |
Net cash flows provided by financing activities | 6,305 | (159) |
Net increase (decrease) in cash | 2,512 | (4,032) |
Cash, beginning of period | 6,219 | 8,222 |
Cash, end of period | $ 8,731 | $ 4,190 |
The Company and Description of
The Company and Description of the Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Description of the Business | Note 1 — The Company and Description of the Business PAVmed Inc. (“PAVmed” or the “Company”) together with its majority owned subsidiaries, Lucid Diagnostics, Inc (“Lucid Diagnostics” or “Lucid”) and Solys Diagnostics, Inc. (“Solys Diagnostics” or “Solys”) were organized to advance a broad pipeline of innovative medical technologies from concept to commercialization, employing a business model focused on capital efficiency and speed to market. The Company’s activities have focused on advancing the lead products towards regulatory approval and commercialization, protecting its intellectual property, and building its corporate infrastructure and management team. The Company operates in one segment as a medical device company. The ability of the Company to generate revenue depends upon the Company’s ability to successfully complete the development, obtain regulatory approval, and to initiate commercialization of its products and services. In this regard, to-date, the Company’s products and services have received clearances as follows: EsoCheck has received 510(k) marketing clearance from the FDA as an esophageal cell collection device in June 2019; EsoGuard completed the Clinical Laboratory Improvement Amendment (“CLIA”) and College of American Pathologists (“CAP”) certification as a Laboratory Developed Test (“LDT”) making it commercially available at Lucid’s contract diagnostic laboratory service provider in California in December 2019; and, CarpX, developed as a patented, single-use, disposable, minimally invasive device designed as a precision cutting tool to treat carpal tunnel syndrome while reducing recovery times, received 510(k) marketing clearance from the FDA in April 2020. The Company’s current operational activities are principally focused on the commercialization of EsoGuard and CarpX, and pursuing FDA approval and clearance of other lead products in our product portfolio pipeline, such as EsoGuard IVD and PortIO, while advancing DisappEAR and NextFlo through development. The Company has financed its operations principally through the public and private issuances of its common stock, preferred stock, warrants, and debt. All amounts in these accompanying notes to unaudited condensed consolidated financial statements are presented in thousands, if not otherwise noted as being presented in millions, except for per share amounts. |
Financial Condition, Going Conc
Financial Condition, Going Concern and Management Plans | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Condition, Going Concern and Management Plans | Note 2 — Financial Condition, Going Concern and Management Plans The Company is subject to all of the risks and uncertainties typically faced by diagnostic and medical device companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing R&D and clinical trials. The Company expects to continue incurring losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures and working capital funding until the Company reaches significant revenues. As such, the Company intends to rely of capital markets to obtain additional equity or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations. If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all. As a result of recurring operating losses and net operating cash flow deficits there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Significant Accounting Policies Other than as described below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on April 14, 2020. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority ownership interest and has controlling financial interest in Lucid Diagnostics Inc. and Solys Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity, including the recognition in the consolidated statement of the net loss attributable to the noncontrolling interest based on the respective minority ownership interest of each respective entity. The condensed consolidated balance sheet as of December 31, 2019, which has been derived from audited consolidated financial statements, and the unaudited condensed consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2019 has been derived from audited consolidated financial statements at such date but does not include all of the information required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s consolidated financial information. Certain items have been reclassified to conform to the current period presentation. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related consolidated financial information should be read in conjunction with the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2020. Use of Estimates In preparing unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements and estimating the fair value of financial instruments recorded as liabilities. In addition, 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. Recent Accounting Standards Adoption of new accounting Standard On January 1, 2020, we adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns the accounting for share-based payments to nonemployees for goods and services with the requirements for accounting for share-based payments to employees under ASC 718 Compensation – Stock Compensation. ASU 2018-07 provides that nonemployee share-based payments are measured at the grant date at the fair value of the equity instruments to be provided to the nonemployee when the goods or services have been delivered. Prior to ASU 2018-07 nonemployee share-based payments were measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever could be more reliably measured. The adoption of ASU 2018-07 had no effect on the Company’s consolidated financial statements. On January 1, 2020, the Company adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606” |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 4 — Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: March 31, 2020 December 31, 2019 Deposits $ 39 $ 34 EsoCheck cell collection supplies 133 - Advanced payments to service providers and suppliers 520 294 Total prepaid expenses and other current assets $ 692 $ 328 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 5 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of: March 31, 2020 December 31, 2019 Compensation related expenses $ 1,140 $ 1,075 EsoGuard License Agreement fee 223 223 Operating Expenses 160 89 Total accrued expenses and other current liabilities $ 1,523 $ 1,387 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions During the three months ended March 31, 2020 and 2019 the Company incurred the following expenses with the minority shareholders of Lucid Diagnostics Inc.: For the three months ended March 31, 2020 2019 CWRU patent related fees $ 32 $ 31 Clinical supplies - EsoCheck 15 - EsoGuard Physician Inventors’ consulting agreements 38 38 Stock based compensation expense 6 24 Total $ 91 $ 93 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 7 — Commitment and Contingencies Office Leases Total rent expense incurred under such office rental agreements was $50 and $33, for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, the Company’s future minimum lease payments for such office rental agreements are estimated to be a total of approximately $159 for the period April 1, 2020 to March 31, 2021. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8 — Stock-Based Compensation PAVmed Inc. 2014 Long-Term Incentive Equity Plan - Stock Options Stock options issued and outstanding under the PAVmed Inc 2014 Long-Term Incentive Equity Plan (PAVmed Inc. 2014 Equity Plan”) for the period noted is as follows: Number Weighted Remaining Outstanding stock options at December 31, 2019 5,204 $ 2.68 8.1 Granted 125 $ 2.05 Exercised — $ — 9.9 Forfeited — $ — Outstanding stock options at March 31, 2020 5,329 $ 2.66 8.0 Vested and exercisable stock options at March 31, 2020 3,604 $ 3.30 7.7 The aggregate intrinsic value of stock options granted under the PAVmed Inc. 2014 Equity as of March 31, 2020 was $2,058 with respect to such stock options outstanding and $850 with respect to such stock options vested and exercisable. The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on March 31, 2020 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. PAVmed Inc 2014 Long-Term Incentive Equity Plan - Restricted Stock Awards On March 15, 2019, a total of 700 restricted stock awards were granted to employees under the PAVmed Inc. 2014 Equity Plan, with such restricted stock awards vesting ratably on an annual basis over a three year period commencing March 15, 2020. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. On March 15, 2020, approximately 234 of such restricted stock awards vested. S PAVmed Inc Employee Stock Purchase Plan (“ESPP”) The PAVmed Inc. Employee Stock Purchase Plan (“ESPP”) provides eligible employees the opportunity to purchase shares of PAVmed Inc. common stock through payroll deductions during six month periods, wherein the purchase price per share of common stock is the lower of 85% of the quoted closing price per share of PAVmed Inc. common stock at the beginning or end of each six month share purchase period. The PAVmed Inc. ESPP share purchase dates are March 31 and September 30. On the March 31, 2020 ESPP purchase date, 154 shares of PAVmed Inc. common stock were issued for proceeds of approximately $0.1 million. Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan - Stock Options 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. Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan for the period noted is as follows: Number Weighted Remaining Outstanding stock options at December 31, 2019 995 $ 0.86 Granted — $ — Exercised 3 $ 1.50 Forfeited — $ — Outstanding stock options at March 31, 2020 992 $ 0.86 8.7 Vested and exercisable stock options at March 31, 2020 574 $ 0.83 8.6 Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan, have a ten year contractual term from date of grant, and vest ratably over twelve successive calendar quarters, with first vesting date in the quarter of the date of grant. During the three months ended March 31, 2020, 3 stock options issued under the Lucid Diagnostics Inc. 2018 Equity Plan were exercised for cash proceeds of $5, resulting in the issue of a corresponding number of shares of common stock of Lucid Diagnostics Inc. Stock-Based Compensation Expense Consolidated stock-based compensation expense recognized 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: Three Months Ended March 31, 2020 2019 General and administrative expenses $ 277 $ 285 Research and development expenses 67 174 Total $ 344 $ 459 As of March 31, 2020, 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: Unrecognized Remaining PAVmed Inc. 2014 Equity Plan Stock Options $ 1,107 1.0 year Restricted Stock Awards $ 474 1.9 years Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 88 1.6 years 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 $0.81 per share and $0.93 per share during the three months ended March 31, 2020 and 2019, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Three Months Ended March 31, 2020 2019 Expected term of stock options (in years) 5.7 5.7 Expected stock price volatility 51 % 50 % Risk free interest rate 2.4 % 2.3 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized with respect to stock options granted under the PAVmed Inc. 2014 Equity Plan to non-employees under the previous provisions FASB ASC 505-50 in the prior year three months ended March 31, 2019, was based on a weighted average estimated fair value of such stock options of $1.99 per share, calculated using Black-Scholes valuation model weighted-average assumptions of 8.6 year contractual term, a 60% expected stock price volatility, a 2.4% risk free interest rate, and a 0% expected dividend rate. The restricted stock awards granted to employees under the PAVmed Inc. 2014 Equity Plan are measured at their grant date estimated fair value based on the date-of-grant quoted price per share of PAVmed Inc. common stock. The 700 restricted stock awards granted on March 15, 2019 had an aggregate fair value of approximately $742 with such stock-based compensation expense recognized ratably over the requisite service period, which is the three year vesting period as discussed above. The stock-based compensation expense recognized with respect to such restricted stock awards was approximately $62 and $21 in the three months ended March 31, 2020 and 2019, respectively, classified in general and administrative expenses, as presented above. 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 $0.30 and $0.39 per share during the three months ended March 31, 2020 and 2019, respectively, and was calculated using the following weighted average Black-Scholes valuation model assumptions: Three Months Ended March 31, 2020 2019 Expected term of stock options (in years) 5.2 5.8 Expected stock price volatility 60 % 63 % Risk free interest rate 1.9 % 2.5 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan to non-employees under the previous provisions FASB ASC 505-50 in the prior year three months ended March 31, 2019, was based on a weighted average estimated fair value of such stock options of $0.57 per share, calculated using Black-Scholes valuation model weighted-average assumptions of 9.3 year contractual term, a 62% expected stock price volatility, a 2.5% risk free interest rate, and a 0% expected dividend rate. 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 estimates and assumptions, with the weighted-average valuation assumptions for stock-based awards, principally as follows: ● The expected term of stock options represents the period of time stock options are expected to be outstanding, which is the expected term derived using the simplified method and, through December 31, 2019 for non-employees (under the previous provisions FASB ASC 505-50), was the remaining contractual term; ● With respect to stock options granted under the PAVmed Inc. 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed Inc. common stock (“PAVM”) and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term, and through December 31, 2019 for non-employees (under the previous provisions FASB ASC 505-50), was the remaining contractual term of the respective stock option; and, with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan, the expected stock price volatility is based on the historical stock price volatilities of similar entities within the medical device industry over the period commensurate with the expected term, and through December 31, 2019 for non-employees (under the previous provisions FASB ASC 505-50), was the remaining contractual term of the respective stock option; ● 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 the expected term of the stock option; and, ● The expected dividend yield is based on annual dividends of $0.00 as there has not been a dividend paid to-date, and there is no plan to pay dividends for the foreseeable future. The price per share of PAVmed Inc. common stock used in the computation of estimated fair value of stock options granted under the PAVmed Inc. 2014 Equity Plan is its quoted closing price per share. The price per share of Lucid Diagnostics Inc. common stock used in the computation of estimated fair value of stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was estimated using a discounted cash flow method applied to a multi-year forecast of its future cash flows. |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 9 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the periods indicated is as follows: Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level-1 Level-2 Level-3 Inputs Inputs Inputs Total March 31, 2020 Senior Secured Convertible Note December 2018 $ 63 $ 63 Senior Secured Convertible Notes November 2019 $ — $ — $ 20,600 $ 20,600 Totals $ — $ — $ 20,663 $ 20,663 December 31, 2019 Senior Secured Convertible Note December 2018 $ 1,700 $ 1,700 Senior Secured Convertible Notes November 2019 $ — $ — $ 6,439 $ 6,439 Totals $ — $ — $ 8,139 $ 8,139 (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 three-month period ended March 31, 2020. The November 2019 Senior Convertible Notes and the December 2018 Senior Secured Convertible Note are each accounted for under the ASC 825-10-15-4 fair value option (“FVO”) election. Under the FVO election the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. As provided for by ASC 825-10-50-30(b), the estimated fair value adjustment is presented as a single line item within other income (expense) in the accompanying unaudited condensed consolidated statement of operations. The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2020 and 2019. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. 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: Three months ended March 31, 2020: (ooo’s) except for per-share and percentages amounts December 2018 Senior Convertible Note November 2019 Senior Convertible Notes Fair Value Balance Sheet Components Other Income (Expense) Fair Value at December 31, 2019 $ 1,700 $ 6,439 $ 8,139 Cash proceeds - 6,300 6,300 Loss upon issue lender fees - 700 700 (700 ) Fair value adjustment at issue date - 2,561 2,561 (2,561 ) Repayments in cash - (138 ) (138 ) Payment of interest expense - - - Repayments in common stock (1,646 ) - (1,646 ) Change in fair value 9 4,738 4,747 (4,747 ) Fair Value at March 31, 2020 $ 63 $ 20,600 $ 20,663 $ (8,008 ) Fair Value Assumptions - March 31, 2020: Required rate of return 16% 12% Conversion Price $ 1.60 $ 1.60 Expected term (years) 0.04 1.52 Volatility 52% 68% Risk free rate 0% 0% Dividend yield 0% 0% Three months ended March 31, 2019: (ooo’s) except for per-share December Other Income (Expense) Fair Value at December 31, 2018 $ 7,903 Cash proceeds — Loss upon issue lender fees — Fair value adjustment at issue date — Repayments in cash (159 ) Payment of interest expense Repayments in common stock (52 ) Change in fair value 559 (559 ) Fair Value at March 31, 2019 $ 8,251 $ (559 ) Fair Value Assumptions - March 31, 2019: Required rate of return 11% Conversion Price $ 1.60 Expected term (years) 1.76 Volatility 50% Risk free rate 2% Dividend yield 0% |
Outstanding Debt
Outstanding Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Outstanding Debt | Note 10 — Outstanding Debt The following two tables summarize outstanding debt as of March 31, 2020 and December 31, 2019, respectively: (ooo’s) except for per-share amounts Maturity Stated Conversion Face Carrying December 2018 Senior Secured Convertible Note (1 ) 12/31/2020 7.875 % $ 1.60 $ 50 $ 63 November 2019 Senior Secured Convertible Note (2), (3) 9/30/2021 7.875 % $ 1.60 14,000 20,600 Balance as of March 31, 2020 $ 14,050 $ 20,663 December 2018 Senior Secured Convertible Note (1 ) 12/31/2020 7.875 % $ 1.60 $ 1,692 $ 1,700 November 2019 Senior Secured Convertible Note (2 ) 9/30/2021 7.875 % $ 1.60 7,000 $ 6,439 Balance as of December 31, 2019 $ 8,692 $ 8,139 (1) For the three months ended March 31, 2020 payments of approximately $1.6 million principal were made thru the issuance of approximately 2.0 million shares of common stock with a fair value of approximately $2.8 million resulting in a debt extinguishment loss of $1.2 million. (2) For the three months ended March 31, 2020 non-installment payments at the stated interest rate were made in the amount of approximately $138 thousand. (3) On March 30, 2020, the Series B investor notes were prepaid in the full amount of approximately $6.3 million. Upon payment of the investor note and in accordance with the securities purchase agreement, the Series B notes increased the stated interest rate from 3.0% to 7.875%. Also as a result of the prepayment, the Series B note terms became identical to the Series A notes and are accounted for under the fair value option election. For the three months ended March 31, 2020, non-installment payments at the applicable stated interest rate in the amount of approximately $52,500 were recognized as interest expense, and additionally, under a separate agreement, the Company recognized an expense in other income (expense) in the accompanying consolidated statement of operations, approximately $409,500 with respect to the placement agent advisory fee. The (cash) payment of 3.0% interest on the $7.0 million face value principal of the (unfunded) Series B 2019 Senior Convertible Notes, resulted in the recognition of $53 of interest expense during the three months ended March 31, 2020, included in other income (expense) in the accompanying unaudited condensed consolidated statement of operations. There was no such interest expense in the corresponding prior year period. Subsequent to March 31, 2020, with respect to the November 2019 Senior Convertible Notes, a total of $2,066 of Acceleration and Bi-Monthly Installment Amount face value principal repayments and corresponding non-installment payments of $68, were settled by the issue of 1,376 shares of common stock of the Company with a fair value of $3,374 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | Note 11 — Preferred Stock In January 2020, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend payment of earned but unpaid dividends as of December 31, 2019, payable as of January 1, 2020, of $69, with such dividend payment settled by the issue of an additional 23,182 shares of Series B Convertible Preferred Stock in accordance with 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”). In January 2019, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend payment of earned but unpaid dividends as of December 31, 2018, payable as of January 1, 2019, of $64, with such dividend payment settled by the issue of an additional 21,413 shares of Series B Convertible Preferred Stock in accordance with the Series B Convertible Preferred Stock Certificate of Designation. Subsequent to March 31, 2020, in May 2020, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend payment of earned but unpaid dividends as of March 31, 2020, payable as of April 1, 2019, of $70, with such dividend payment to be settled by the issue of an additional 23,481 shares of Series B Convertible Preferred Stock in accordance with the Series B Convertible Preferred Stock Certificate of Designation. The April 1, 2020 Series B Convertible Preferred Stock dividend payment was not recognized as a dividend payable liability as of March 31, 2020 as the Company’s board of directors had not declared such dividends payable as of such date. |
Stockholders' Equity, Common St
Stockholders' Equity, Common Stock Purchase Warrants, and Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity, Common Stock Purchase Warrants, and Noncontrolling Interest | Note 12 — Stockholders’ Equity, Common Stock Purchase Warrants, and Noncontrolling Interest As of March 31, 2020, a total of 17,249,857 common stock purchase warrants were issued and outstanding, with a $1.68 per share weighted average exercise price; and, as of March 31, 2019, a total of 18,449,240 common stock purchase warrants were issued and outstanding with a $1.57 per share weighted average exercise price. During the three months ended March 31, 2020, 1,199,383 Series S Warrants were exercised for cash proceeds of $12, resulting in the issue of a corresponding number of shares of common stock of the Company. Noncontrolling Interest The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity for the periods indicated is as follows: Three Months Year Ended NCI - equity (deficit) - beginning of period $ (814 ) $ (162 ) Minority Interest investment in Solys Diagnostics Inc --- 889 Minority Interest share subscription receivable - Solys Diagnostics Inc. --- (889 ) Minority Interest Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise 5 --- Net loss attributable to NCI - Lucid Diagnostics Inc. (402 ) (801 ) Net loss attributable to NCI - Solys Diagnostics Inc. (34 ) (10 ) Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 13 158 NCI - equity (deficit) - end of period $ (1,232 ) $ (814 ) |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 13 —Loss Per Share Basic earnings (loss) per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per common share is computed similar to basic earnings (loss) per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Diluted weighted average common shares include common stock potentially issuable under the Company’s convertible notes, preferred stock, warrants and vested and unvested stock options. The following table sets forth the computation of earnings (loss) per share attributable to PAVmed Inc. and loss per share attributable to PAVmed Inc. common stockholders for the respective periods indicated: Three Months Ended March 31, 2020 2019 Numerator Net loss - before noncontrolling interest $ (14,911 ) $ (3,704 ) Net loss attributable to noncontrolling interest 436 169 Net loss - as reported, attributable to PAVmed Inc. $ (14,475 ) $ (3,535 ) Series B Convertible Preferred Stock dividends: $ (70 ) $ (65 ) Net loss attributable to PAVmed Inc. common stockholders $ (14,545 ) $ (3,600 ) Denominator Weighted average common shares outstanding basic and diluted 43,500 27,149 Loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (0.33 ) $ (0.13 ) Net loss attributable to PAVmed Inc. common stockholders $ (0.33 ) $ (0.13 ) The following common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive: March 31, 2020 2019 PAVmed Inc. 2014 Equity Plan stock options and restricted stock awards 5,795 5,077 Unit purchase options - as to shares of common stock 53 53 Unit purchase options -as to shares underlying Series Z Warrants 53 53 Series Z Warrants 16,815 16,815 Series W Warrants 382 382 Series B Convertible Preferred Stock 1,156 1,091 Total 24,254 23,471 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 — Subsequent Events Other Matters The Company received approximately $0.3 million of proceeds from the Small Business Administration of the United States of America (“SBA”) in connection with the CARES Act Payroll Protection Program (“PPP”) related to loans available to certain companies during the pandemic resulting from “SARS-CoV-2” (severe acute respiratory syndrome coronavirus 2), commonly referred to by its resulting illness as “COVIID-19” (coronavirus disease-2019). The PPP loan proceeds have been recognized by the Company as a short-term debt obligation, requiring its repayment. Notwithstanding, the CARES Act provides for PPP loan recipients, including the Company, to apply to have the entire PPP loan repayment obligation forgiven. At this time, pending approval of the Company’s application for forgiveness, and while no assurance can be provided, the Company’s understanding of the loan forgiveness criteria indicates its PPP loan will be forgiven in its entirety. The Company entered into a Security Purchase Agreement for the issue of a Senior Secured Convertible Note in the principal amount of $4.1 million, resulting in the Company realizing cash proceeds of approximately $3.7 million, after the deduction of approximately $0.4 million of lender fees - referred to as the April 2020 Senior Convertible Note. Additionally, under a separate agreement, the Company incurred an expense of approximately $0.1 million with respect to the placement agent advisory fee. The April 2020 Senior Convertible Note has a 24 month maturity, a 7.875% interest rate per annum, and a voluntary conversion price of $5.00 per share of the Company’s common stock. On the maturity date, the Company will pay the holder in cash all remaining outstanding principal and unpaid interest thereon. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Other than as described below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on April 14, 2020. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority ownership interest and has controlling financial interest in Lucid Diagnostics Inc. and Solys Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity, including the recognition in the consolidated statement of the net loss attributable to the noncontrolling interest based on the respective minority ownership interest of each respective entity. The condensed consolidated balance sheet as of December 31, 2019, which has been derived from audited consolidated financial statements, and the unaudited condensed consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2019 has been derived from audited consolidated financial statements at such date but does not include all of the information required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s consolidated financial information. Certain items have been reclassified to conform to the current period presentation. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related consolidated financial information should be read in conjunction with the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2020. |
Use of Estimates | Use of Estimates In preparing unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements and estimating the fair value of financial instruments recorded as liabilities. In addition, 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. |
Recent Accounting Standards | Recent Accounting Standards Adoption of new accounting Standard On January 1, 2020, we adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns the accounting for share-based payments to nonemployees for goods and services with the requirements for accounting for share-based payments to employees under ASC 718 Compensation – Stock Compensation. ASU 2018-07 provides that nonemployee share-based payments are measured at the grant date at the fair value of the equity instruments to be provided to the nonemployee when the goods or services have been delivered. Prior to ASU 2018-07 nonemployee share-based payments were measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever could be more reliably measured. The adoption of ASU 2018-07 had no effect on the Company’s consolidated financial statements. On January 1, 2020, the Company adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606” |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of: March 31, 2020 December 31, 2019 Deposits $ 39 $ 34 EsoCheck cell collection supplies 133 - Advanced payments to service providers and suppliers 520 294 Total prepaid expenses and other current assets $ 692 $ 328 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of: March 31, 2020 December 31, 2019 Compensation related expenses $ 1,140 $ 1,075 EsoGuard License Agreement fee 223 223 Operating Expenses 160 89 Total accrued expenses and other current liabilities $ 1,523 $ 1,387 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Incurred Expenses of Minority Shareholders | During the three months ended March 31, 2020 and 2019 the Company incurred the following expenses with the minority shareholders of Lucid Diagnostics Inc.: For the three months ended March 31, 2020 2019 CWRU patent related fees $ 32 $ 31 Clinical supplies - EsoCheck 15 - EsoGuard Physician Inventors’ consulting agreements 38 38 Stock based compensation expense 6 24 Total $ 91 $ 93 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Summarizes Information About Stock Options | Stock options issued and outstanding under the PAVmed Inc 2014 Long-Term Incentive Equity Plan (PAVmed Inc. 2014 Equity Plan”) for the period noted is as follows: Number Weighted Remaining Outstanding stock options at December 31, 2019 5,204 $ 2.68 8.1 Granted 125 $ 2.05 Exercised — $ — 9.9 Forfeited — $ — Outstanding stock options at March 31, 2020 5,329 $ 2.66 8.0 Vested and exercisable stock options at March 31, 2020 3,604 $ 3.30 7.7 Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan for the period noted is as follows: Number Weighted Remaining Outstanding stock options at December 31, 2019 995 $ 0.86 Granted — $ — Exercised 3 $ 1.50 Forfeited — $ — Outstanding stock options at March 31, 2020 992 $ 0.86 8.7 Vested and exercisable stock options at March 31, 2020 574 $ 0.83 8.6 |
Schedule of Stock-Based Compensation Awards Granted | Consolidated stock-based compensation expense recognized 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: Three Months Ended March 31, 2020 2019 General and administrative expenses $ 277 $ 285 Research and development expenses 67 174 Total $ 344 $ 459 |
Schedule of Unrecognised Compensation Expense | As of March 31, 2020, 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: Unrecognized Remaining PAVmed Inc. 2014 Equity Plan Stock Options $ 1,107 1.0 year Restricted Stock Awards $ 474 1.9 years Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 88 1.6 years |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | 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 $0.81 per share and $0.93 per share during the three months ended March 31, 2020 and 2019, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Three Months Ended March 31, 2020 2019 Expected term of stock options (in years) 5.7 5.7 Expected stock price volatility 51 % 50 % Risk free interest rate 2.4 % 2.3 % Expected dividend yield 0 % 0 % 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 $0.30 and $0.39 per share during the three months ended March 31, 2020 and 2019, respectively, and was calculated using the following weighted average Black-Scholes valuation model assumptions: Three Months Ended March 31, 2020 2019 Expected term of stock options (in years) 5.2 5.8 Expected stock price volatility 60 % 63 % Risk free interest rate 1.9 % 2.5 % Expected dividend yield 0 % 0 % |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The fair value hierarchy table for the periods indicated is as follows: Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level-1 Level-2 Level-3 Inputs Inputs Inputs Total March 31, 2020 Senior Secured Convertible Note December 2018 $ 63 $ 63 Senior Secured Convertible Notes November 2019 $ — $ — $ 20,600 $ 20,600 Totals $ — $ — $ 20,663 $ 20,663 December 31, 2019 Senior Secured Convertible Note December 2018 $ 1,700 $ 1,700 Senior Secured Convertible Notes November 2019 $ — $ — $ 6,439 $ 6,439 Totals $ — $ — $ 8,139 $ 8,139 (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 three-month period ended March 31, 2020. |
Schedule of Senior Convertible Note Estimated Fair Value | Three months ended March 31, 2020: (ooo’s) except for per-share and percentages amounts December 2018 Senior Convertible Note November 2019 Senior Convertible Notes Fair Value Balance Sheet Components Other Income (Expense) Fair Value at December 31, 2019 $ 1,700 $ 6,439 $ 8,139 Cash proceeds - 6,300 6,300 Loss upon issue lender fees - 700 700 (700 ) Fair value adjustment at issue date - 2,561 2,561 (2,561 ) Repayments in cash - (138 ) (138 ) Payment of interest expense - - - Repayments in common stock (1,646 ) - (1,646 ) Change in fair value 9 4,738 4,747 (4,747 ) Fair Value at March 31, 2020 $ 63 $ 20,600 $ 20,663 $ (8,008 ) Three months ended March 31, 2019: (ooo’s) except for per-share December Other Income (Expense) Fair Value at December 31, 2018 $ 7,903 Cash proceeds — Loss upon issue lender fees — Fair value adjustment at issue date — Repayments in cash (159 ) Payment of interest expense Repayments in common stock (52 ) Change in fair value 559 (559 ) Fair Value at March 31, 2019 $ 8,251 $ (559 ) |
Schedule of Fair Value Assumption Used | Fair Value Assumptions - March 31, 2020: Required rate of return 16% 12% Conversion Price $ 1.60 $ 1.60 Expected term (years) 0.04 1.52 Volatility 52% 68% Risk free rate 0% 0% Dividend yield 0% 0% Fair Value Assumptions - March 31, 2019: Required rate of return 11% Conversion Price $ 1.60 Expected term (years) 1.76 Volatility 50% Risk free rate 2% Dividend yield 0% |
Outstanding Debt (Tables)
Outstanding Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The following two tables summarize outstanding debt as of March 31, 2020 and December 31, 2019, respectively: (ooo’s) except for per-share amounts Maturity Stated Conversion Face Carrying December 2018 Senior Secured Convertible Note (1 ) 12/31/2020 7.875 % $ 1.60 $ 50 $ 63 November 2019 Senior Secured Convertible Note (2), (3) 9/30/2021 7.875 % $ 1.60 14,000 20,600 Balance as of March 31, 2020 $ 14,050 $ 20,663 December 2018 Senior Secured Convertible Note (1 ) 12/31/2020 7.875 % $ 1.60 $ 1,692 $ 1,700 November 2019 Senior Secured Convertible Note (2 ) 9/30/2021 7.875 % $ 1.60 7,000 $ 6,439 Balance as of December 31, 2019 $ 8,692 $ 8,139 (1) For the three months ended March 31, 2020 payments of approximately $1.6 million principal were made thru the issuance of approximately 2.0 million shares of common stock with a fair value of approximately $2.8 million resulting in a debt extinguishment loss of $1.2 million. (2) For the three months ended March 31, 2020 non-installment payments at the stated interest rate were made in the amount of approximately $138 thousand. (3) On March 30, 2020, the Series B investor notes were prepaid in the full amount of approximately $6.3 million. Upon payment of the investor note and in accordance with the securities purchase agreement, the Series B notes increased the stated interest rate from 3.0% to 7.875%. Also as a result of the prepayment, the Series B note terms became identical to the Series A notes and are accounted for under the fair value option election. For the three months ended March 31, 2020, non-installment payments at the applicable stated interest rate in the amount of approximately $52,500 were recognized as interest expense, and additionally, under a separate agreement, the Company recognized an expense in other income (expense) in the accompanying consolidated statement of operations, approximately $409,500 with respect to the placement agent advisory fee. |
Stockholders' Equity, Common _2
Stockholders' Equity, Common Stock Purchase Warrants, and Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Noncontrolling Interest | The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity for the periods indicated is as follows: Three Months Year Ended NCI - equity (deficit) - beginning of period $ (814 ) $ (162 ) Minority Interest investment in Solys Diagnostics Inc --- 889 Minority Interest share subscription receivable - Solys Diagnostics Inc. --- (889 ) Minority Interest Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise 5 --- Net loss attributable to NCI - Lucid Diagnostics Inc. (402 ) (801 ) Net loss attributable to NCI - Solys Diagnostics Inc. (34 ) (10 ) Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 13 158 NCI - equity (deficit) - end of period $ (1,232 ) $ (814 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share | The following table sets forth the computation of earnings (loss) per share attributable to PAVmed Inc. and loss per share attributable to PAVmed Inc. common stockholders for the respective periods indicated: Three Months Ended March 31, 2020 2019 Numerator Net loss - before noncontrolling interest $ (14,911 ) $ (3,704 ) Net loss attributable to noncontrolling interest 436 169 Net loss - as reported, attributable to PAVmed Inc. $ (14,475 ) $ (3,535 ) Series B Convertible Preferred Stock dividends: $ (70 ) $ (65 ) Net loss attributable to PAVmed Inc. common stockholders $ (14,545 ) $ (3,600 ) Denominator Weighted average common shares outstanding basic and diluted 43,500 27,149 Loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (0.33 ) $ (0.13 ) Net loss attributable to PAVmed Inc. common stockholders $ (0.33 ) $ (0.13 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | The following common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive: March 31, 2020 2019 PAVmed Inc. 2014 Equity Plan stock options and restricted stock awards 5,795 5,077 Unit purchase options - as to shares of common stock 53 53 Unit purchase options -as to shares underlying Series Z Warrants 53 53 Series Z Warrants 16,815 16,815 Series W Warrants 382 382 Series B Convertible Preferred Stock 1,156 1,091 Total 24,254 23,471 |
The Company and Description o_2
The Company and Description of the Business (Details Narrative) | 3 Months Ended |
Mar. 31, 2020Integer | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Deposits | $ 39 | $ 34 |
EsoCheck cell collection supplies | 133 | |
Advanced payments to service providers and suppliers | 520 | 294 |
Total prepaid expenses and other current assets | $ 692 | $ 328 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities [Abstract] | ||
Compensation related expenses | $ 1,140 | $ 1,075 |
EsoGuard License Agreement fee | 223 | 223 |
Operating Expenses | 160 | 89 |
Total accrued expenses and other current liabilities | $ 1,523 | $ 1,386 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Incurred Expenses of Minority Shareholders (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transactions [Abstract] | ||
CWRU patent related fees | $ 32 | $ 31 |
Clinical supplies - EsoCheck | 15 | |
EsoGuard Physician Inventors' consulting agreements | 38 | 38 |
Stock based compensation expense | 6 | 24 |
Total | $ 91 | $ 93 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Rent expense | $ 50 | $ 33 |
April 1, 2020 to March 31, 2021 [Member] | ||
Future minimum lease payments | $ 159 |
Stock-Based Compensation - (Det
Stock-Based Compensation - (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2019 | Apr. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Stock-based compensation expense | $ 344 | $ 459 | ||
General and Administrative Expenses [Member] | ||||
Stock-based compensation expense | $ 277 | $ 285 | ||
Restricted Stock [Member] | Subsequent Event [Member] | ||||
Number of restricted stock award granted | 1,000,000 | |||
Number of stock purchase of common stock | 1,100,000 | |||
Stock option exercise per share | $ 2.19 | |||
Employee Stock Purchase Plan [Member] | ||||
Vesting portion of stock | ESPP share purchase dates are March 31 and September 30. On the March 31, 2020 ESPP purchase date, 154 shares of PAVmed Inc. common stock were issued for proceeds of approximately $0.1 million. | |||
Purchase price per share percentage on ESPP plan | 85.00% | |||
Proceeds from issuance of common stock | $ 100 | |||
2014 Equity Plan [Member] | ||||
Aggregate Intrinsic Value | 2,058 | |||
Aggregate Intrinsic Value, Vested and exercisable stock options | $ 850 | |||
Weighted average fair value of stock options | $ 0.93 | |||
Expected dividend rate | 0.00% | |||
2014 Equity Plan [Member] | Non-employees [Member] | ||||
Weighted average fair value of stock options | $ 1.99 | |||
Contractual term | 8 years 7 months 6 days | |||
Expected stock price volatility | 60.00% | |||
Risk free interest rate | 2.40% | |||
Expected dividend rate | 0.00% | |||
2014 Equity Plan [Member] | Restricted Stock [Member] | ||||
Number of restricted stock award granted | 700 | |||
Stock-based compensation expense | $ 742 | |||
2014 Equity Plan [Member] | Restricted Stock [Member] | General and Administrative Expenses [Member] | ||||
Stock-based compensation expense | $ 62 | $ 21 | ||
2014 Equity Plan [Member] | Restricted Stock [Member] | Employees [Member] | ||||
Number of restricted stock award granted | 700 | |||
Vesting portion of stock | 2014 Equity Plan, with such restricted stock awards vesting ratably on an annual basis over a three year period commencing March 15, 2020. | |||
Restricted stock awards vested | 234 | |||
2018 Long-Term Incentive Equity Plan [Member] | ||||
Number of common stock issued | 3 | |||
Weighted average fair value of stock options | $ 0.30 | $ 0.39 | ||
Contractual term of stock options | 10 years | |||
2018 Long-Term Incentive Equity Plan [Member] | Non-employees [Member] | ||||
Weighted average fair value of stock options | $ 0.57 | |||
Contractual term | 9 years 3 months 19 days | |||
Expected stock price volatility | 62.00% | |||
Risk free interest rate | 2.50% | |||
Expected dividend rate | 0.00% | |||
2018 Stock Plan [Member] | ||||
Proceeds from issuance of common stock | $ 5 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Summarizes Information About Stock Options (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
2014 Long Term Incentive Equity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Stock Options Outstanding, Beginning Balance | shares | 5,204 |
Number of Stock Options, Granted | shares | 125 |
Number of Stock Option, Exercised | shares | |
Number of Stock Option, Forfeited | shares | |
Number of Stock Options Outstanding, Ending Balance | shares | 5,329 |
Number of Stock Options Vested and exercisable stock options | shares | 3,604 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 2.68 |
Weighted Average Exercise Price, Granted | $ / shares | 2.05 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 2.66 |
Weighted Average Exercise Price, Vested and exercisable stock options | $ / shares | $ 3.30 |
Remaining Contractual Term (Years) stock options, Beginning | 8 years 1 month 6 days |
Remaining Contractual Term (Years) stock options, Exercised | 9 years 10 months 25 days |
Remaining Contractual Term (Years) stock options, Ending Balance | 8 years |
Remaining Contractual Term (Years), Vested and exercisable stock options | 7 years 8 months 12 days |
2018 Stock Plan [Member] | Lucid Diagnostics Inc [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Stock Options Outstanding, Beginning Balance | shares | 995 |
Number of Stock Options, Granted | shares | |
Number of Stock Option, Exercised | shares | 3 |
Number of Stock Option, Forfeited | shares | |
Number of Stock Options Outstanding, Ending Balance | shares | 992 |
Number of Stock Options Vested and exercisable stock options | shares | 574 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.86 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | 1.50 |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 0.86 |
Weighted Average Exercise Price, Vested and exercisable stock options | $ / shares | $ 0.83 |
Remaining Contractual Term (Years) stock options, Ending Balance | 8 years 8 months 12 days |
Remaining Contractual Term (Years), Vested and exercisable stock options | 8 years 7 months 6 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock-Based Compensation Awards Granted (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 344 | $ 459 |
General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 277 | 285 |
Research and Development Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 67 | $ 174 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unrecognised Compensation Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
2014 Long Term Incentive Equity Plan [Member] | Parent Company [Member] | Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Expense | $ 1,107 |
Remaining Service Period | 1 year |
2014 Long Term Incentive Equity Plan [Member] | Parent Company [Member] | Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Expense | $ 474 |
Remaining Service Period | 1 year 10 months 25 days |
2018 Long Term Incentive Equity Plan [Member] | Stock Options [Member] | Lucid Diagnostics Inc [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Expense | $ 88 |
Remaining Service Period | 1 year 7 months 6 days |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
2014 Long Term Incentive Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 8 months 12 days | 5 years 8 months 12 days |
Expected stock price volatility | 51.00% | 50.00% |
Risk free interest rate | 2.40% | 2.30% |
Expected dividend yield | 0.00% | 0.00% |
2018 Long Term Incentive Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 2 months 12 days | 5 years 9 months 18 days |
Expected stock price volatility | 60.00% | 63.00% |
Risk free interest rate | 1.90% | 2.50% |
Expected dividend yield | 0.00% | 0.00% |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Fair value of liability | [1] | $ 20,663 | $ 8,139 |
December 2018 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | 63 | |
December 2018 Senior Convertible Note [Member] | |||
Fair value of liability | [1] | 1,700 | |
November 2019 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | 20,600 | 6,439 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 1 [Member] | December 2018 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 1 [Member] | December 2018 Senior Convertible Note [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 1 [Member] | November 2019 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 2 [Member] | December 2018 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 2 [Member] | December 2018 Senior Convertible Note [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 2 [Member] | November 2019 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair value of liability | [1] | 20,663 | 8,139 |
Fair Value, Inputs, Level 3 [Member] | December 2018 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | 63 | |
Fair Value, Inputs, Level 3 [Member] | December 2018 Senior Convertible Note [Member] | |||
Fair value of liability | [1] | 1,700 | |
Fair Value, Inputs, Level 3 [Member] | November 2019 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | $ 20,600 | $ 6,439 |
[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 three-month period ended March 31, 2020. |
Financial Instruments Fair Va_4
Financial Instruments Fair Value Measurements - Schedule of Senior Convertible Note Estimated Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value - Beginning | $ 8,139 | |
Cash proceeds | 6,300 | |
Loss upon issue lender fees | 700 | |
Fair value adjustment at issue date | 2,561 | |
Repayments in cash | (138) | |
Payment of interest expense | ||
Repayments in common stock | (1,646) | |
Change in fair value | 4,747 | |
Fair Value - Ending | 20,663 | |
December 2018 Senior Secured Convertible Note [Member] | ||
Fair Value - Beginning | 1,700 | $ 7,903 |
Cash proceeds | ||
Loss upon issue lender fees | ||
Fair value adjustment at issue date | ||
Repayments in cash | (159) | |
Payment of interest expense | ||
Repayments in common stock | (1,646) | (52) |
Change in fair value | 9 | 559 |
Fair Value - Ending | 63 | 8,251 |
November 2019 Senior Secured Convertible Notes [Member] | ||
Fair Value - Beginning | 6,439 | |
Cash proceeds | 6,300 | |
Loss upon issue lender fees | 700 | |
Fair value adjustment at issue date | 2,561 | |
Repayments in cash | (138) | |
Payment of interest expense | ||
Repayments in common stock | ||
Change in fair value | 4,738 | |
Fair Value - Ending | 20,600 | |
Other Income (Expense) [Member] | ||
Loss upon issue lender fees | (700) | |
Fair value adjustment at issue date | (2,561) | |
Change in fair value | (4,747) | (559) |
Fair Value - Ending | $ (8,008) | $ (559) |
Financial Instruments Fair Va_5
Financial Instruments Fair Value Measurements - Schedule of Fair Value Assumption Used (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
December 2018 Senior Convertible Note [Member] | ||
Required rate of return | 16.00% | 11.00% |
Conversion Price | $ 1.60 | $ 1.60 |
Expected term (years) | 15 days | 1 year 9 months 3 days |
Volatility | 52.00% | 50.00% |
Risk free rate | 0.00% | 2.00% |
Dividend yield | 0.00% | 0.00% |
November 2019 Senior Secured Convertible Notes [Member] | ||
Required rate of return | 12.00% | |
Conversion Price | $ 1.60 | |
Expected term (years) | 1 year 6 months 7 days | |
Volatility | 68.00% | |
Risk free rate | 0.00% | |
Dividend yield | 0.00% |
Outstanding Debt (Details Narra
Outstanding Debt (Details Narrative) | 2 Months Ended | 3 Months Ended | |
May 18, 2020USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Accelerated Installment Amount principal repayments - common stock | $ 2,066,000 | ||
Bi-monthly Installment Amount principal repayments - common stock | 2,066,000 | ||
Non-installment payments - common stock | $ 68,000 | ||
Fair Value - Common Stock Issued, shares | shares | 1,376 | ||
Fair Value - Common Stock Issued | $ 3,374,000 | ||
Principal amount | $ 14,050 | $ 8,692 | |
Series B 2019 Convertible Notes [Member] | |||
Cash payment, interest rate percentage | 0.030 | ||
Principal amount | $ 7,000,000 | ||
Interest expenses | $ 53,000 |
Outstanding Debt - Summary of O
Outstanding Debt - Summary of Outstanding Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | |||
Face Value | $ 14,050 | $ 8,692 | ||
Carrying Value | $ 20,663 | $ 8,139 | ||
December 2018 Senior Convertible Note [Member] | ||||
Maturity Date | [1] | Dec. 31, 2020 | Dec. 31, 2020 | |
Stated Interest Rate | [1] | 7.875% | 7.875% | |
Conversion Price | [1] | $ 1.60 | $ 1.60 | |
Face Value | [1] | $ 50 | $ 1,692 | |
Carrying Value | [1] | $ 63 | $ 1,700 | |
November 2019 Senior Convertible Notes [Member] | ||||
Maturity Date | [2] | Sep. 30, 2021 | [3] | Sep. 30, 2021 |
Stated Interest Rate | [2] | 7.875% | [3] | 7.875% |
Conversion Price | [2] | $ 1.60 | [3] | $ 1.60 |
Face Value | [2] | $ 14,000 | [3] | $ 7,000 |
Carrying Value | [3] | $ 20,600 | [2] | $ 6,439 |
[1] | For the three months ended March 31, 2020 payments of approximately $1.6 million principal were made thru the issuance of approximately 2.0 million shares of common stock with a fair value of approximately $2.8 million resulting in a debt extinguishment loss of $1.2 million. | |||
[2] | For the three months ended March 31, 2020 non-installment payments at the stated interest rate were made in the amount of approximately $138 thousand. | |||
[3] | On March 30, 2020, the Series B investor notes were prepaid in the full amount of approximately $6.3 million. Upon payment of the investor note and in accordance with the securities purchase agreement, the Series B notes increased the stated interest rate from 3.0% to 7.875%. Also as a result of the prepayment, the Series B note terms became identical to the Series A notes and are accounted for under the fair value option election. For the three months ended March 31, 2020, non-installment payments at the applicable stated interest rate in the amount of approximately $52,500 were recognized as interest expense, and additionally, under a separate agreement, the Company recognized an expense in other income (expense) in the accompanying consolidated statement of operations, approximately $409,500 with respect to the placement agent advisory fee. |
Outstanding Debt - Summary of_2
Outstanding Debt - Summary of Outstanding Debt (Details) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 30, 2020 | Mar. 31, 2020 | |
Principal amount | $ 1,600,000 | |
Issuance of common stock, shares | 2,000,000 | |
Issuance of common stock, value | $ 2,800,000 | |
Debt extinguishment loss | 1,200,000 | |
Non installment amount | 138,000 | |
Interest expense | $ 52,500 | |
Series B Investor Note [Member] | ||
Prepaid in full amount | $ 6,300,000 | |
Series B Investor Note [Member] | Placement Agent [Member] | ||
Advisory fee | $ 409,500 | |
Series B Investor Note [Member] | Minimum [Member] | ||
Stated Interest Rate | 3.00% | |
Series B Investor Note [Member] | Maximum [Member] | ||
Stated Interest Rate | 787.50% |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - Series B Convertible Preferred Stock [Member] - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | ||||
May 22, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Apr. 01, 2020 | Jan. 02, 2020 | Jan. 02, 2019 | |
Dividend payable | $ 69 | $ 64 | ||||
Additional shares of dividend | $ 23,182 | $ 21,413 | ||||
Subsequent Event [Member] | ||||||
Dividend payable | $ 70 | |||||
Additional shares of dividend | $ 23,481 |
Stockholders' Equity, Common _3
Stockholders' Equity, Common Stock Purchase Warrants, and Noncontrolling Interest (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Common stock purchase warrants | 17,249,857 | 18,449,240 |
Warrants exercise price | $ 1.68 | $ 1.57 |
Proceeds from warrants exercised | $ 12 | |
Series S Warrants [Member] | ||
Warrants exercised | 1,199,383 | |
Proceeds from warrants exercised | $ 12 |
Stockholders' Equity, Common _4
Stockholders' Equity, Common Stock Purchase Warrants, and Noncontrolling Interest - Schedule of Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
NCI - equity (deficit) - beginning of period | $ (814) | ||
Net loss attributable to NCI | (436) | $ (169) | |
Stock-based compensation expense - Lucid Diagnostics Inc 2018 Equity Plan | 328 | 350 | |
NCI - equity (deficit) - end of period | (1,232) | $ (814) | |
Non-controlling Interest [Member] | |||
NCI - equity (deficit) - beginning of period | (814) | (162) | (162) |
Stock-based compensation expense - Lucid Diagnostics Inc 2018 Equity Plan | |||
NCI - equity (deficit) - end of period | (1,232) | (814) | |
Non-controlling Interest [Member] | Solys Diagnostics Inc. [Member] | |||
Minority Interest investment in Solys Diagnostics Inc | 889 | ||
Minority Interest share subscription receivable - Solys Diagnostics Inc. | (889) | ||
Net loss attributable to NCI | (34) | (10) | |
Non-controlling Interest [Member] | Lucid Diagnostics Inc [Member] | |||
Minority Interest Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise | 5 | ||
Net loss attributable to NCI | (402) | (801) | |
Stock-based compensation expense - Lucid Diagnostics Inc 2018 Equity Plan | $ 13 | $ 158 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss - before noncontrolling interest | $ (14,911) | $ (3,704) |
Net loss attributable to noncontrolling interest | 436 | 169 |
Net loss - as reported, attributable to PAVmed Inc. | (14,475) | (3,535) |
Series B Convertible Preferred Stock dividends | (70) | (65) |
Net loss attributable to PAVmed Inc. common stockholders | $ (14,545) | $ (3,600) |
Weighted average common shares outstanding basic and diluted | 43,500 | 27,149 |
Basic and diluted - Net loss - as reported, attributable to PAVmed Inc. | $ (0.33) | $ (0.13) |
Basic and diluted - Net loss attributable to PAVmed Inc. common stockholders | $ (0.33) | $ (0.13) |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 24,254 | 23,471 |
PAVmed Inc. 2014 Equity Plan Stock Options and Restricted Awards [Member] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 5,795 | 5,077 |
Unit Purchase Options as to Shares of common stock [Member] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 53 | 53 |
Unit Purchase Options as to Shares Underlying Series Z Warrants [Member] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 53 | 53 |
Series Z Warrants [Member] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 16,815 | 16,815 |
Series W Warrants [Member] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 382 | 382 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 1,156 | 1,091 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended |
May 18, 2020 | Mar. 31, 2020 | |
Principal amount | $ 1,600,000 | |
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Promissory Notes [Member] | ||
Proceeds from issuance of debt | $ 300,000 | |
Principal amount | 4,100,000 | |
Financial advisory fees | 3,700,000 | |
Lender fees | 400,000 | |
Incurred expense | $ 100,000 | |
Debt instrument maturity period | 24 months | |
Debt instrument interest rate percentage | 7.875% | |
Voluntary conversion rate | $ 5 |