Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 21, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-37685 | ||
Entity Registrant Name | PAVMED INC. | ||
Entity Central Index Key | 0001624326 | ||
Entity Tax Identification Number | 47-1214177 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 360 Madison Avenue | ||
Entity Address, Address Line Two | 25th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | (917) | ||
Local Phone Number | 813-1828 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 38.6 | ||
Entity Common Stock, Shares Outstanding | 9,172,331 | ||
Documents Incorporated By Reference | Portions of the registrant’s definitive proxy statement for its 2024 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K where indicated. Such definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the year ended December 31, 2023 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Common Stock, $0.001 par value per share | |||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | PAVM | ||
Security Exchange Name | NASDAQ | ||
Series Z Warrants, each to purchase one share of Common Stock | |||
Title of 12(b) Security | Series Z Warrants, each to purchase 1/15th of one share of Common Stock | ||
Trading Symbol | PAVMZ | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 19,639 | $ 39,744 |
Accounts receivable | 61 | 17 |
Inventory | 278 | 111 |
Prepaid expenses, deposits, and other current assets | 4,520 | 4,054 |
Total current assets | 24,498 | 43,926 |
Fixed assets, net | 1,783 | 2,451 |
Operating lease right-of-use assets | 4,267 | 3,037 |
Intangible assets, net | 1,424 | 3,445 |
Other assets | 1,147 | 1,121 |
Total assets | 33,119 | 53,980 |
Current liabilities: | ||
Accounts payable | 1,786 | 2,704 |
Accrued expenses and other current liabilities | 6,626 | 3,705 |
Operating lease liabilities, current portion | 1,565 | 1,141 |
Senior Secured Convertible Notes - at fair value | 44,200 | 33,650 |
Total current liabilities | 54,177 | 41,200 |
Operating lease liabilities, less current portion | 2,960 | 1,846 |
Total liabilities | 57,137 | 43,046 |
Commitments and contingencies (Note 11) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.001 par value. Authorized, 20,000,000 shares; Series B Convertible Preferred Stock, par value $0.001, issued and outstanding 1,305,213 at December 31, 2023 and 1,205,759 shares at December 31, 2022 | 2,993 | 2,695 |
Common stock, $0.001 par value. Authorized, 50,000,000 shares; 8,578,505 and 6,300,703 shares outstanding as of December 31, 2023 and December 31, 2022, respectively | 9 | 6 |
Additional paid-in capital | 237,600 | 216,195 |
Accumulated deficit | (294,433) | (228,169) |
Treasury stock | (408) | |
Total PAVmed Inc. Stockholders’ Equity (Deficit) | (53,831) | (9,681) |
Noncontrolling interests | 29,813 | 20,615 |
Total Stockholders’ Equity (Deficit) | (24,018) | 10,934 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 33,119 | $ 53,980 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares outstanding | 8,578,505 | 6,300,703 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,305,213 | 1,205,759 |
Preferred stock, shares outstanding | 1,305,213 | 1,205,759 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenue | $ 2,452 | $ 377 | |
Operating expenses: | |||
Cost of revenue | 6,420 | 3,614 | |
Sales and marketing | 17,583 | 19,318 | |
General and administrative | 30,947 | 41,410 | |
Amortization of acquired intangible assets | 2,021 | 1,784 | |
Research and development | 14,276 | 25,338 | |
Total operating expenses | 71,247 | 91,464 | |
Operating loss | (68,795) | (91,087) | |
Other income (expense): | |||
Interest income | 505 | 169 | |
Interest expense | (589) | (1,281) | |
Change in fair value - Senior Secured Convertible Notes | (6,026) | (1,273) | |
Loss on issue and offering costs - Senior Secured Convertible Note | (1,186) | (4,332) | |
Debt extinguishments loss - Senior Secured Convertible Notes | (3,782) | (5,434) | |
Change in fair value - derivative liability | (390) | ||
Gain on sale of intellectual property | 1,000 | ||
Other income (expense), net | (10,468) | (12,151) | |
Loss before provision for income tax | (79,263) | (103,238) | |
Provision for income taxes | |||
Net loss before noncontrolling interests | (79,263) | (103,238) | |
Net loss attributable to the noncontrolling interests | 15,088 | 14,255 | |
Net loss attributable to PAVmed Inc. | (64,175) | (88,983) | |
Less: Deemed dividend on Series Z warrant modification | (1,791) | ||
Less: Series B Convertible Preferred Stock dividends earned | (304) | (281) | |
Net loss attributable to PAVmed Inc. common stockholders | $ (66,270) | $ (89,264) | |
Per share information(1): | |||
Net loss per share attributable to PAVmed Inc. common stockholders - basic | [1],[2] | $ (9.16) | $ (15.03) |
Net loss per share attributable to PAVmed Inc. common stockholders - diluted | [1],[2] | $ (9.16) | $ (15.03) |
Weighted average common shares outstanding, basic | [2] | 7,231,546 | 5,938,406 |
Weighted average common shares outstanding, diluted | [2] | 7,231,546 | 5,938,406 |
[1]- Convertible Preferred Stock would potentially be considered a participating security under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated.[2] Reflects the Company’s 1-for-15 reverse stock split |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | 1 Months Ended |
Dec. 31, 2023 | |
Income Statement [Abstract] | |
Reverse stock split | 1-for-15 reverse stock split |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Noncontrolling Interest [Member] | Series B Convertible Preferred Stock [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 2,419 | $ 5 | $ 198,152 | $ (138,910) | $ 17,752 | $ 79,418 | ||
Beginning balance, shares at Dec. 31, 2021 | 1,113,919 | 5,757,856 | ||||||
Dividends declared - Series B Convertible Preferred Stock | $ 276 | (276) | $ 276 | |||||
Dividends declared - series B convertible preferred stock, shares | 91,885 | 91,885 | ||||||
Vest - restricted stock awards | $ 1 | (1) | ||||||
Vest - restricted stock awards, shares | 36,112 | |||||||
Conversions - Series B Convertible Preferred Stock | ||||||||
Conversions - Series B Convertible Preferred Stock, shares | (45) | 3 | ||||||
Conversions - majority-owned subsidiary common stock - Senior Secured Convertible Note | ||||||||
Purchase - Employee Stock Purchase Plan | 218 | 140 | 358 | |||||
Purchase - Employee Stock Purchase Plan, shares | 12,950 | |||||||
Impact of subsidiary equity transactions | (28) | 28 | ||||||
Issuance - majority-owned subsidiary common stock - Settlement APA-RDx - Installment Payment | 653 | 653 | ||||||
Issuance - majority-owned subsidiary preferred stock | ||||||||
Stock-based compensation - PAVmed Inc. | 5,666 | 5,666 | ||||||
Stock-based compensation - majority-owned subsidiaries | 13,866 | 13,866 | ||||||
Treasury stock | (548) | (548) | ||||||
Treasury stock, shares | 12,592 | |||||||
Net Loss | (88,983) | (14,255) | (103,238) | |||||
Issue common stock - PAVM ATM Facility | 79 | 79 | ||||||
Issue common stock - PAVM ATM Facility, shares | 7,082 | |||||||
Exercise - Series Z warrants | ||||||||
Exercise - Series Z warrants, shares | 1 | |||||||
Conversions - Senior Secured Convertible Note | 11,807 | 11,807 | ||||||
Conversions - Senior Secured Convertible Note, shares | 479,291 | |||||||
Exercise - stock options | 302 | 302 | ||||||
Exercise - stock options, shares | 20,000 | |||||||
Exercise - stock options of majority-owned subsidiary | 695 | 695 | ||||||
Purchase - majority-owned subsidiary common stock - Employee Stock Purchase Plan | 109 | 109 | ||||||
Issuance - majority-owned subsidiary common stock - Committed Equity Facility, net of financing charges | 1,767 | 1,767 | ||||||
Treasury stock, shares | (12,592) | |||||||
Ending balance at Dec. 31, 2022 | $ 2,695 | $ 6 | 216,195 | (228,169) | (408) | 20,615 | 10,934 | |
Ending balance, shares at Dec. 31, 2022 | 1,205,759 | 6,300,703 | ||||||
Dividends declared - Series B Convertible Preferred Stock | $ 298 | (298) | $ 298 | |||||
Dividends declared - series B convertible preferred stock, shares | 99,454 | 99,454 | ||||||
Issue common stock - PAVM ATM Facility | $ 1 | 1,823 | 1,824 | |||||
Issue common stock - PAVM ATM Facility, shares | 321,288 | |||||||
Vest - restricted stock awards | ||||||||
Vest - restricted stock awards, shares | 6,666 | |||||||
Conversions - Series B Convertible Preferred Stock | $ 2 | 10,000 | 10,002 | |||||
Conversions - Series B Convertible Preferred Stock, shares | 1,745,824 | |||||||
Conversions - majority-owned subsidiary common stock - Senior Secured Convertible Note | 167 | 167 | ||||||
Purchase - Employee Stock Purchase Plan | 198 | 60 | 258 | |||||
Purchase - Employee Stock Purchase Plan, shares | 45,893 | |||||||
Purchase - majority-owned subsidiary common stock - Employee Stock Purchase Plan | 551 | 551 | ||||||
Issuance - majority-owned subsidiary common stock - At-The-Market Facility, net of financing charges | 284 | 284 | ||||||
Impact of subsidiary equity transactions | 1,983 | (1,983) | ||||||
Issuance - majority-owned subsidiary common stock - Settlement APA-RDx - Installment Payment | 713 | 713 | ||||||
Issuance - vendor service agreement | 601 | 147 | 748 | |||||
Issuance - vendor service agreement, shares | 100,000 | |||||||
Issuance - majority-owned subsidiary preferred stock | 18,625 | 18,625 | ||||||
Issuance of shares related to reverse stock split | ||||||||
Issuance of shares related to reverse stock split, shares | 45,541 | |||||||
Incremental value from Z Warrant modification | 1,791 | (1,791) | ||||||
Stock-based compensation - PAVmed Inc. | 4,255 | 4,255 | ||||||
Stock-based compensation - majority-owned subsidiaries | 1,102 | 5,782 | 6,884 | |||||
Treasury stock | (348) | 348 | ||||||
Treasury stock, shares | 12,590 | |||||||
Net Loss | (64,175) | (15,088) | (79,263) | |||||
Treasury stock, shares | (12,590) | |||||||
Ending balance at Dec. 31, 2023 | $ 2,993 | $ 9 | $ 237,600 | $ (294,433) | $ 29,813 | $ (24,018) | ||
Ending balance, shares at Dec. 31, 2023 | 1,305,213 | 8,578,505 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss - before noncontrolling interest (“NCI”) | $ (79,263) | $ (103,238) |
Adjustments to reconcile net loss - before NCI to net cash used in operating activities | ||
Depreciation and amortization expense | 2,932 | 2,457 |
Stock-based compensation | 11,139 | 19,532 |
Gain on sale of intellectual property | (1,000) | |
APA-RDx: Issue common stock of majority-owned subsidiary - termination payment | 713 | 653 |
Issue common stock - vendor service agreement | 625 | |
Change in fair value - Senior Secured Convertible Notes | 6,026 | 1,273 |
Loss on issue - Senior Secured Convertible Note | 1,111 | 3,523 |
Debt extinguishment loss - Senior Secured Convertible Note | 3,782 | 5,434 |
Non-cash lease expense | 308 | 97 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (44) | 183 |
Prepaid expenses, deposits and current and other assets | (246) | 397 |
Accounts payable | (918) | (742) |
Accrued expenses and other current liabilities | 2,799 | (554) |
Net cash flows used in operating activities | (52,036) | (70,985) |
Cash flows from investing activities | ||
Purchase of equipment | (242) | (1,540) |
Proceeds from sale of intellectual property | 1,000 | |
Asset acquisitions | (3,200) | |
Net cash flows provided by (used in) investing activities | 758 | (4,740) |
Cash flows from financing activities | ||
Proceeds – issue of preferred stock - majority-owned subsidiary | 18,625 | |
Proceeds – issue of Senior Secured Convertible Note | 10,000 | 35,227 |
Payment – Senior Secured Convertible Note – acceleration floor payments | (79) | |
Proceeds – issue of common stock - At-The-Market Facility | 1,533 | 79 |
Proceeds – majority-owned subsidiary common stock - Committed Equity Facility and At-The-Market Facility | 284 | 1,807 |
Proceeds – exercise of stock options | 302 | |
Proceeds – issue common stock – Employee Stock Purchase Plan | 259 | 358 |
Proceeds – majority-owned subsidiary common stock – Employee Stock Purchase Plan | 551 | 109 |
Proceeds – exercise of stock options issued under equity plan of majority owned subsidiary | 695 | |
Purchase Treasury Stock – payment of employee payroll tax obligation in connection with stock-based compensation | (366) | |
Net cash flows provided by financing activities | 31,173 | 38,211 |
Net increase (decrease) in cash | (20,105) | (37,514) |
Cash, beginning of period | 39,744 | 77,258 |
Cash, end of period | $ 19,639 | $ 39,744 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (64,175) | $ (88,983) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
The Company
The Company | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Note 1 — The Company Description of the Business PAVmed is structured to be a multi-product life sciences company organized to advance a pipeline of innovative healthcare technologies. Led by a team of highly skilled personnel with a track record of bringing innovative products to market, PAVmed is focused on innovating, developing, acquiring, and commercializing novel products that target unmet needs with large addressable market opportunities. Leveraging our corporate structure—a parent company that will establish distinct subsidiaries for each financed asset—we have the flexibility to raise capital at the PAVmed level to fund product development, or to structure financing directly into each subsidiary in a manner tailored to the applicable product, the latter of which is our current strategy given prevailing market conditions. Our current focus is multi-fold. We continue to pursue commercial expansion and execution of EsoGuard, which is the flagship product of our majority-owned subsidiary Lucid Diagnostics Inc. (Nasdaq: LUCD) (“Lucid”). In addition, through a separate majority-owned subsidiary, Veris Health (“Veris”), we are focused on entering into strategic partnership opportunities with leading academic oncology systems to expand access to the Veris Platform. In terms of other existing products and technologies, we have adopted an incubator-type platform where we are looking to obtain financing on a product-by-product basis as necessary to advance each asset to a meaningful inflection point along its path to commercialization. Finally, as resources permit, we will continue to explore external innovations that fulfill our project selection criteria without limiting ourselves to any target sector, specialty or condition. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Note 2 — Liquidity and Going Concern The Company’s management is required to assess the Company’s ability to continue as a going concern for the one year period following the date of the financial statements being issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued. The Company has financed its operations principally through public and private issuances of its common stock, preferred stock, common stock purchase warrants, and debt. The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials. The Company generated $ 2.5 The Company incurred a net loss attributable to PAVmed Inc. common stockholders of approximately $ 66.3 52.0 29.7 44.2 19.6 The Company’s ability to continue operations beyond March 2025, will depend upon generating substantial revenue that is conditioned upon obtaining positive third-party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and private health insurance providers, increasing revenue through contracting directly with self-insured employers, and on its ability to raise additional capital through various potential sources including equity and/or debt financings or refinancing existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying consolidated financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority-ownership interest and has controlling financial interest in each of: Lucid Diagnostics Inc. and Veris Health Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the consolidated statement of operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest equity ownership of each majority-owned subsidiary. See Note 17, Noncontrolling Interest All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. Note 3 — Summary of Significant Accounting Policies Reverse Stock Split In February 2023, the Company distributed a proxy statement for a special meeting of shareholders that was held on March 31, 2023 (the “Special Meeting”), at which the Company sought approval of an amendment to the Company’s Certificate of Incorporation, to effect, (i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging from 1-for-5 1-for-15 250,000,000 50,000,000 All authorized, issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect this reverse stock split for all prior periods presented. Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets, inclusive of acquired intangible assets and the determination of corresponding carrying value reserve, if any, and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards, intangible assets, estimated fair value of debt obligations, and common stock purchase warrants. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits. Note 3 — Summary of Significant Accounting Policies Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The key aspects considered by the Company include the following: Contracts Performance obligations Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients Note 3 — Summary of Significant Accounting Policies Inventory The Company carries test supply inventories to support our laboratory activities. The inventories are carried at the lower of weighted average cost and net realizable value and expensed through cost of sales as the supplies are used. Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred. Leases The Company adopted FASB ASC Topic 842, Leases A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease. The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases. Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components. Intangible Assets Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life. See Note 9, Intangible Assets, net Impairment - Long Lived Assets The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation. Note 3 — Summary of Significant Accounting Policies Stock-Based Compensation Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and nonemployees, under each of the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan. The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation The grant date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at least equal to or greater than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, which requires the Company to make certain weighted average valuation estimates and assumptions for stock-based awards, principally as follows: ● With respect to the PAVmed 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed Inc. common stock over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2023 and 2022; ● With respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of Lucid Diagnostics common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years ended December 31, 2023 and 2022; ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option; and, ● The expected dividend yield is based on annual dividends of $ 0.00 The price per share of PAVmed Inc. common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed 2014 Equity Plan is its quoted closing price per share. The price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share. Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Note 3 — Summary of Significant Accounting Policies The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if the warrant agreement provides required or potential full or partial cash settlement. A warrant classified as a derivative liability, or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or expense. If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative liability will be derecognized at such date-of-occurrence fair value. The recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models, including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility in the value of the Company’s common stock price; the Company’s dividend yield; the likelihood and timing of future dilutive transactions, as applicable, along with the risk-free rates based on U.S. Treasury security yields. Changes in these assumptions can materially affect the estimated fair values. As of December 31, 2023 and 2022, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, which are accounted under the “fair value option election” as discussed below. Under a Securities Purchase Agreement dated March 13, 2023, Lucid Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “Lucid March 2023 Senior Convertible Note”, which is accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 12, Financial Instruments Fair Value Measurements Debt Financial Instruments - Derivatives The Company evaluates its financial instruments to determine if the financial instrument itself or if any embedded components of a financial instrument potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging Note 3 — Summary of Significant Accounting Policies Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers. Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying consolidated statements of operations. The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated. Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2023 and 2022. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood no The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no Note 3 — Summary of Significant Accounting Policies Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include convertible preferred stock, common stock purchase warrants, and stock options. Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc. and the basic and diluted net loss per share attributable to PAVmed Inc. common stockholders, for each reporting period presented. The Series B Convertible Preferred Stock dividends earned as of the each of the respective periods are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period presented. Further, the Series B Convertible Preferred Stock has the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock would potentially be considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods presented. Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting interest income and classification of certain general and administrative expenses and research and development expenses within operating expenses on the statements of operations, in the consolidated financial statements and accompanying notes to the consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The guidance was adopted by the Company on January 1, 2023. The adoption of the ASU did not have an impact on the Company’s consolidated financial statements. Recent Accounting Standards Updates Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this update will have on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The Company is currently evaluating the impact this update will have on our consolidated financial statements and disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the impact this update will have on its consolidated financial statements and disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 4 — Revenue from Contracts with Customers EsoGuard Commercialization Agreement The Company, through its majority-owned subsidiary, Lucid Diagnostics, entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its former commercial laboratory service provider, ResearchDx Inc. (“RDx”), an unrelated third-party. The EsoGuard Commercialization Agreement was on a month-to-month basis, and was terminated on February 25, 2022 upon the execution of an asset purchase agreement (“APA”) dated February 25, 2022, between LucidDx Labs Inc. (a wholly-owned subsidiary of Lucid Diagnostics) and RDx, with such agreement further discussed in Note 5 , Asset Purchase Agreement and Management Services Agreement. Revenue Recognized In the year ended December 31, 2023, the Company recognized total revenue of $ 2,452 377 100 Cost of Revenue The cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties. In the year ended December 31, 2023, the cost of revenue was $ 6,420 3,614 |
Asset Purchase Agreement and Ma
Asset Purchase Agreement and Management Services Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Purchase Agreement and Management Services Agreement | Note 5 — Asset Purchase Agreement and Management Services Agreement Asset Purchase Agreement and Management Services Agreement - ResearchDx Inc. LucidDx Labs, a wholly-owned subsidiary of Lucid Diagnostics, entered into an asset purchase agreement (“APA”) dated February 25, 2022, with ResearchDx, Inc. (“RDx”), an unrelated third-party (“APA-RDx”). Under the APA-RDx, LucidDx Labs acquired certain assets from RDx which were combined with LucidDx Labs purchased and leased property and equipment to establish a Company-owned Commercial Lab Improvements Act (“CLIA”) certified, College of American Pathologists (“CAP”) accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. Prior to February 25, 2022, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited clinical laboratory. In connection with the execution and delivery of the APA-RDx, LucidDx Labs and RDx entered into a separate management services agreement (“MSA-RDx”), dated and effective February 25, 2022, pursuant to which RDx provided certain testing and related services for the Laboratory. The total purchase price consideration payable under the APA-RDx is a face value of $ 3,200 3,200 Intangible Assets, net. Termination of Management Services Agreement and Modification of Other Payment Obligations - ResearchDx Inc On February 14, 2023, Lucid Diagnostics and LucidDx Labs entered into an agreement (the “MSA Termination Agreement”) with RDx, pursuant to which the parties mutually agreed to terminate the MSA-RDx without cause. The termination was effective as February 10, 2023. Until the termination of the management service agreement with RDx, RDx had continued to provide certain testing and related services for the Laboratory in accordance with the terms of the MSA-RDx. The MSA Termination Agreement reduces the remaining amounts of the earnout payments and management fees due under the APA-RDx and the MSA-RDx to $ 713 553,436 |
Prepaid Expenses, Deposits, and
Prepaid Expenses, Deposits, and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses Deposits And Other Current Assets | |
Prepaid Expenses, Deposits, and Other Current Assets | Note 6 — Prepaid Expenses, Deposits, and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets December 31, 2023 December 31, 2022 Advanced payments to service providers and suppliers $ 739 $ 599 Prepaid insurance 848 300 Deposits 2,672 3,005 Veris Box supplies 261 150 Total prepaid expenses, deposits and other current assets $ 4,520 $ 4,054 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 7 — Fixed Assets Fixed assets, less accumulated depreciation, consisted of the following as of: Schedule of Fixed Assets Estimated Useful Life December 31, 2023 December 31, 2022 Computer and office equipment 2 5 $ 835 $ 784 Laboratory equipment 3 7 2,255 2,064 Furniture and fixtures 3 5 394 379 Leasehold improvements - (1) 2 2 Assets under construction n/a 16 30 Total Fixed Assets 3,502 3,259 Less Accumulated Depreciation (1,719 ) (808 ) Total Fixed Assets, net $ 1,783 $ 2,451 (1) Lesser of remaining lease term or estimated useful life. Depreciation expense of $ 911 673 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 8 — Leases During the year ended December 31, 2023, the Company entered into additional lease agreements that have commenced and are classified as operating leases and short-term leases, including for each of: principal corporate offices and additional Lucid Test Centers. The components of lease expense were as follows: Schedule of Lease Expense 2023 2022 Years Ended December 31, 2023 2022 Operating lease cost $ 1,871 $ 1,174 Short-term lease cost 89 191 Variable lease cost 113 52 Total lease cost $ 2,073 $ 1,417 The Company’s future lease payments as of December 31, 2023, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows: Schedule of Future Minimum Lease Payments for Operating Leases 2024 $ 1,854 2025 835 2026 787 2027 617 2028 471 Thereafter 848 Total lease payments $ 5,412 Less: imputed interest (887 ) Present value of lease liabilities $ 4,525 Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases 2023 2022 Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,563 $ 1,078 Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,728 $ 3,949 Weighted-average remaining lease term - operating leases (in years) 4.62 2.84 Weighted-average discount rate - operating leases 7.875 % 7.875 % As of December 31, 2023 and 2022, the Company’s right-of-use assets from operating leases were $ 4,267 3,037 4,525 2,987 1,565 1,141 2,960 1,846 In September 2022, the Company entered into a lease agreement for its principal corporate offices, in New York, New York. The lease agreement term is from the September 15, 2022 execution date to the date which is seven years and eight months from the lease commencement date, with the rent abated for the first eight months of the lease term. 3.2 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note 9 — Intangible Assets, net Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets, Less Accumulated Amortization Estimated Useful Life December 31, 2023 December 31, 2022 Defensive asset 60 $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 3,200 3,200 Other 1 year 70 70 Total Intangible assets 5,375 5,375 Less Accumulated Amortization (3,951 ) (1,930 ) Intangible Assets, net $ 1,424 $ 3,445 The defensive technology intangible asset was recognized upon its acquisition of CapNostics, an unrelated third-party, for total purchase consideration paid on the October 5, 2021 acquisition date of approximately $ 2.1 60 The intangible assets recognized under the APA-RDx are the laboratory licenses and certifications, inclusive of a CLIA certification, CAP accreditation, and clinical laboratory licenses for five (5) U.S. States transfer to the Company from RDx, and a laboratory information management software perpetual-use royalty-free license granted under the APA-RDx, with such intangible asset having a useful life of twenty-four months commencing on the APA-RDx February 25, 2022 transaction date. Amortization expense of the intangible assets discussed above was $ 2,021 1,784 Schedule of Estimated Amortization Expense for Intangible Assets 2024 $ 688 2025 421 2026 315 Total $ 1,424 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 10 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following items as of: Schedule of Accrued Expenses and Other Current Liabilities December 31, 2023 December 31, 2022 Compensation and Employee Benefits $ 2,507 $ 1,940 CWRU Amended License Agreement - Royalty fee 96 10 Operating expenses 3,246 1,755 Other current liabilities 777 — Total accrued expenses and other current liabilities $ 6,626 $ 3,705 The “Compensation and Employee Benefits” includes: discretionary bonus payments to employees; unused employee vacation time; and employee payroll deductions related to the PAVmed Inc. Employee Stock Purchase Plan (“PAVmed Inc. ESPP”). See Note 14, Stock-Based Compensation |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 11 — Commitment and Contingencies Other Matters In the ordinary course of PAVmed business, particularly as it begins commercialization of its products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 12 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the periods indicated is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using 1 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total December 31, 2023 Senior Secured Convertible Note - April 2022 $ — $ — $ 19,000 $ 19,000 Senior Secured Convertible Note - September 2022 — — 11,250 11,250 Lucid Senior Secured Convertible Note - March 2023 — — 13,950 13,950 Totals $ — $ — $ 44,200 $ 44,200 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total December 31, 2022 Senior Secured Convertible Note - April 2022 $ — $ — $ 22,000 $ 22,000 Senior Secured Convertible Note - September 2022 — — 11,650 11,650 Totals $ — $ — $ 33,650 $ 33,650 1 There were no transfers between the respective Levels during the year ended December 31, 2023. As discussed in Note 13, Debt 27.5 11.25 As discussed in Note 13, Debt, 11.1 The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. The estimated fair value of the Lucid March 2023 Senior Convertible Note as of each of March 21, 2023 and December 31, 2023, and the estimated fair value of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note as of December 31, 2023, were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: Lucid March 2023 Senior Convertible Note: Lucid March 2023 Senior Convertible Note: Fair Value $ 19,000 $ 11,250 $ 11,900 $ 13,950 Face value principal payable $ 17,602 $ 9,062 $ 11,111 $ 11,019 Required rate of return 10.00 10.50 % 10.00 10.20 % 11.00 % 10.00 % Conversion Price $ 75.00 $ 75.00 $ 5.00 $ 5.00 Value of common stock $ 4.12 $ 4.12 $ 1.54 $ 1.41 Expected term (years) 0.26 1.26 0.69 1.69 2.00 1.22 Volatility 85.00 % 85.00 % 75.00 % 60.00 % Risk free rate 4.54 5.25 % 4.31 4.96 % 4.09 % 4.56 % Dividend yield — % — % — % — % The estimated fair values recognized utilized PAVmed and Lucid’s common stock prices, along with certain Level 3 inputs (as presented in the respective tables above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the respective common stock prices, the dividend yields, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the respective common stock prices. Changes in these assumptions can materially affect the recognized estimated fair values. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 13 — Debt The fair value and face value principal outstanding of the Senior Convertible Notes as of the dates indicated are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2025 7.875 % $ 75.00 $ 17,602 $ 19,000 September 2022 Senior Convertible Note September 8, 2025 7.875 % $ 75.00 $ 9,062 $ 11,250 Lucid March 2023 Senior Convertible Note March 21, 2025 7.875 % $ 5.00 $ 11,019 $ 13,950 Balance as of December 31, 2023 $ 37,683 $ 44,200 Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2025 7.875 % $ 75.00 $ 21,497 $ 22,000 September 2022 Senior Convertible Note September 6, 2025 7.875 % $ 75.00 $ 11,250 $ 11,650 Balance as of December 31, 2022 $ 32,747 $ 33,650 The changes in the fair value of debt during the year ended December 31, 2023 is as follows: Schedule of Changes in Fair Value of Debt April 2022 Senior Convertible Note September 2022 Senior Convertible Note Lucid March 2023 Senior Convertible Note Sum of Balance Sheet Fair Value Components Other Income (expense) Fair Value - December 31, 2022 $ 22,000 $ 11,650 $ — $ 33,650 $ — Face value principal – issue date — — 11,111 11,111 — Fair value adjustment – issue date — — 789 789 (789 ) Installment repayments – common stock (3,895 ) (2,188 ) (92 ) (6,175 ) — Non-installment payments – common stock (249 ) (114 ) (49 ) (412 ) — Change in fair value 1,144 1,902 2,191 5,237 (5,237 ) Fair Value at December 31, 2023 $ 19,000 $ 11,250 $ 13,950 $ 44,200 - Other Income (Expense) - Change in fair value – year ended December 31, 2023 $ (6,026 ) The changes in the fair value of debt during the year ended December 31, 2022 is as follows: April 2022 Senior Convertible Note September 2022 Senior Convertible Note Sum of Balance Sheet Fair Value Components Other Income (expense) Fair Value - December 31, 2021 $ — $ — $ — $ — Fair Value - Beginning $ — $ — $ — $ — Face value principal – issue date 27,500 11,250 38,750 — Fair value adjustment – issue date 2,600 950 3,550 (3,550 ) Installment repayments – common stock (6,003 ) — (6,003 ) — Non-installment payments – common stock (370 ) — (370 ) — Change in fair value (1,727 ) (550 ) (2,277 ) 2,277 Fair Value at December 31, 2022 $ 22,000 $ 11,650 $ 33,650 - Fair Value - Ending $ 22,000 $ 11,650 $ 33,650 - Other Income (Expense) - Change in fair value – year ended December 31, 2022 $ (1,273 ) Note 13 — Debt PAVmed - Senior Secured Convertible Notes The Company entered into a Securities Purchase Agreement (“SPA”) dated March 31, 2022, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein, the Company agreed to sell, and the Investor agreed to purchase an aggregate of $ 50.0 27.5 22.5 Under the SPA, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, with such note having a $ 27.5 million face value principal, a 7.875 % annual stated interest rate, a contractual conversion price of $ 75.00 per share of the Company’s common stock (subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction), and a contractual maturity date of April 4, 2024 maturity date the investor agreed to extend by one year, to April 4, 2025. Under the same SPA, the Company issued an additional Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, with such note having a $ 11.25 7.875 75.00 September 6, 2024 maturity date the investor agreed to extend by one year, to September 8, 2025 . The Company is subject to financial covenants requiring: (i) a minimum of $8.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30% (the “Debt to Market Cap Ratio Test”); and (iii) the Company’s market capitalization to at no time be less than $75 million In consideration of the covenant waiver and maturity extensions discussed above, the Company agreed to pay the holder of the notes $ 2,000,000 The April 2022 Senior Convertible Note and September 2022 Senior Convertible Note installment payments may be made in shares of PAVmed common stock at a conversion price that is the lower of the contractual conversion price and 82.5 2.70 In the year ended December 31, 2023, approximately $ 6,083 364 1,745,824 10,001 202 2.70 3,756 Lucid Diagnostics - Senior Secured Convertible Note Lucid Diagnostics entered into a Securities Purchase Agreement (“Lucid SPA”) dated March 13, 2023, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein, Lucid agreed to sell, and the Investor agreed to purchase an aggregate of $ 11.1 Under the SPA dated March 13, 2023, Lucid issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “Lucid March 2023 Senior Convertible Note”, with such note having a $ 11.1 7.875 5.00 March 21, 2025 The Lucid March 2023 Senior Convertible Note proceeds were $ 9.925 1.186 During the period from March 21, 2023 to September 20, 2023, Lucid was required to pay interest expense only (on the $ 11.1 7.875 391 Commencing September 21, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including March 14, 2025 (each referred to as an “Installment Date”); and on the March 21, 2025 292 Note 13 — Debt In addition to the Installment Amount repayments, the Holder may elect to accelerate the conversion of future Installment Amount repayments, and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment Date conversion price. The payment of all amounts due and payable under this senior convertible note is guaranteed by Lucid’s subsidiaries; and the obligations under this senior convertible note are secured by all of the assets of Lucid and its subsidiaries. Lucid is subject to certain customary affirmative and negative covenants regarding the rank of the note, along with the incurrence of further indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. Lucid is subject to financial covenants requiring: (i) a minimum of $5.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) Lucid’s average market capitalization over the prior ten trading days, as of the last day of any fiscal quarter commencing with September 30, 2023, to not exceed 30%; and (iii) Lucid’s market capitalization to at no time be less than $30 million. The Lucid March 2023 Senior Convertible Note installment payments may be made in shares of Lucid Diagnostics common stock at a conversion price that is the lower of the contractual conversion price and 82.5 0.30 In the year ended December 31, 2023, approximately $ 92 48 115,388 166 26 260 242,390 359 During the years ended December 31, 2023 and 2022, the Company recognized debt extinguishment losses in total of approximately $ 3,782 5,434 See Note 12, Financial Instruments Fair Value Measurements |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Stock-Based Compensation | Note 14 — Stock-Based Compensation PAVmed Inc. 2014 Long-Term Incentive Equity Plan The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”) is designed to enable PAVmed to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of PAVmed. The types of awards that may be granted under the PAVmed 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the PAVmed compensation committee. A total of 1,403,518 77,518 66,723 432,452 Note 14 — Stock-Based Compensation PAVmed Stock Options PAVmed stock options granted under the PAVmed 2014 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 (4) 581,833 $ 50.86 6.8 $ 3,516 Granted (1) 320,252 $ 22.87 Exercised (19,998 ) $ 15.11 Forfeited (110,934 ) $ 47.15 Outstanding stock options at December 31, 2022 (4) 771,153 $ 40.70 7.4 $ — Granted (1) 576,975 $ 6.87 Exercised — $ — Forfeited (155,670 ) $ 26.51 Outstanding stock options at December 31, 2023 (3) 1,192,458 $ 26.18 7.3 $ — Vested and exercisable stock options at December 31, 2023 722,039 $ 35.82 6.4 $ — (1) Stock options granted under the PAVmed 2014 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the PAVmed common stock on each of December 31, 2023 and December 31, 2022 and the exercise price of the underlying PAVmed stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 60,057 33,391 (4) Share activity and weighted average grant date fair values include immaterial rounding due to the Company’s 1-for-15 reverse stock split Subsequent to December 31, 2023, on February 22, 2024, the Company granted 59,500 1.85 390,000 0.7 PAVmed Restricted Stock Awards PAVmed restricted stock awards granted under the PAVmed 2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding restricted stock awards as of December 31, 2021 (2) 111,109 $ 35.40 Granted — $ — Vested (36,111 ) $ 17.94 Forfeited (10,000 ) $ 30.60 Unvested restricted stock awards as of December 31, 2022 (1) 64,998 $ 45.76 Granted 12,195 5.79 Vested (6,666 ) 46.50 Forfeited — — Unvested restricted stock awards as of December 31, 2023 70,527 $ 38.77 (1) The unvested restricted stock awards presented in the table above, are inclusive of 6,666 6,666 (2) Share activity and weighted average grant date fair values include immaterial rounding due to the Company’s 1-for-15 reverse stock split Note 14 — Stock-Based Compensation Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan discussed above. The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics compensation committee. A total of 11,644,000 2,832,133 423,300 50,000 2,680,038 Lucid Diagnostics Stock Options Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 Granted (1) 2,365,000 $ 3.68 Exercised (965,342 ) $ 0.72 Forfeited (253,523 ) $ 3.83 Outstanding stock options at December 31, 2022 2,565,377 $ 3.14 8.3 $ 428 Granted (1) 3,618,000 $ 1.32 Exercised — $ — Forfeited (678,994 ) $ 2.75 Outstanding stock options at December 31, 2023 (3) 5,504,383 $ 2.00 8.5 $ 765 Vested and exercisable stock options at December 31, 2023 2,339,527 $ 2.30 7.8 $ 529 (1) Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of December 31, 2023 and December 31, 2022 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 Subsequent to December 31, 2023, on February 22, 2024, Lucid granted 2,895,000 1.25 Note 14 — Stock-Based Compensation Lucid Diagnostics Restricted Stock Awards Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,940,740 $ 12.76 Granted 320,000 4.53 Vested (169,320 ) 13.48 Forfeited — — Unvested restricted stock awards as of December 31, 2022 (1) 2,091,420 $ 11.44 Granted 550,000 1.29 Vested (303,980 ) 11.95 Forfeited — — Unvested restricted stock awards as of December 31, 2023 2,337,440 $ 8.99 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 Consolidated Stock-Based Compensation Expense The consolidated stock-based compensation expense recognized by each of PAVmed and Lucid Diagnostics for both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense 2023 2022 Years Ended December 31, 2023 2022 Cost of revenue $ 122 $ 16 Sales and marketing expenses 1,715 2,464 General and administrative expenses 7,935 16,001 Research and development expenses 1,367 1,051 Total stock-based compensation expense $ 11,139 $ 19,532 Note 14 — Stock-Based Compensation Stock-Based Compensation Expense Recognized by Lucid Diagnostics As noted, the consolidated stock-based compensation expense presented above is inclusive of stock-based compensation expense recognized by Lucid Diagnostics, inclusive of each of: stock options granted under the PAVmed 2014 Equity Plan to the three physician inventors of the intellectual property underlying the Amended CWRU License Agreement; and stock options and restricted stock awards granted to employees of PAVmed and non-employee consultants under the Lucid Diagnostics 2018 Equity Plan. The stock-based compensation expense recognized by Lucid Diagnostics for both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics 2023 2022 Years Ended December 31, 2023 2022 Lucid Diagnostics 2018 Equity Plan – cost of revenue $ 63 $ 13 Lucid Diagnostics 2018 Equity Plan – sales and marketing 948 968 Lucid Diagnostics 2018 Equity Plan – general and administrative 4,455 12,691 Lucid Diagnostics 2018 Equity Plan – research and development 296 187 PAVmed 2014 Equity Plan - cost of revenue 37 3 PAVmed 2014 Equity Plan - sales and marketing 463 654 PAVmed 2014 Equity Plan - general and administrative 173 262 PAVmed 2014 Equity Plan - research and development 387 213 Total stock-based compensation expense – recognized by Lucid Diagnostics $ 6,822 $ 14,991 Total stock-based compensation expense $ 6,822 $ 14,991 The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense Unrecognized Expense Weighted Average Remaining Service Period (Years) PAVmed 2014 Equity Plan Stock Options $ 3,799 1.8 Restricted Stock Awards $ 185 1.1 Lucid Diagnostics 2018 Equity Plan Stock Options $ 3,566 2.0 Restricted Stock Awards $ 1,167 2.2 Note 14 — Stock-Based Compensation Stock-based compensation expense recognized with respect to stock options granted under the PAVmed 2014 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 4.90 16.50 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Years Ended December 31, 2023 2022 Expected term of stock options (in years) 5.6 5.8 Expected stock price volatility 88 % 88 % Risk free interest rate 3.8 % 2.2 % Expected dividend yield — % — % Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 0.88 2.30 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Years Ended December 31, 2023 2022 Expected term of stock options (in years) 5.6 5.6 Expected stock price volatility 74 % 71 % Risk free interest rate 3.9 % 2.1 % Expected dividend yield — % — % PAVmed Inc. Employee Stock Purchase Plan (“PAVmed ESPP”) A total of 38,216 12,950 182 218 20,267 12,780 76 140 12,590 133,334 7,528 166,667 Lucid Diagnostics Inc. Employee Stock Purchase Plan (“Lucid ESPP”) A total of 231,987 276 276,213 84,030 275 109 1,000,000 407,770 500,000 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Preferred Stock | Note 15 — Preferred Stock As of December 31, 2023 and December 31, 2022, there were 1,305,213 1,205,759 PAVmed Series B Convertible Preferred Stock Dividends The Series B Convertible Preferred Stock is issued pursuant to the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”), has a par value of $ 0.001 3.00 The PAVmed Inc. Series B Convertible Preferred Stock dividends are 8.0 3.00 PAVmed Series B Convertible Preferred Stock Dividends Earned The Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed common stockholders for each of the respective corresponding periods presented in the accompanying consolidated statement of operations, inclusive of $ 304 281 PAVmed Series B Convertible Preferred Stock Dividends Declared During the year ended December 31, 2023, the Company’s board of directors declared an aggregate of approximately $ 298 99,454 During the year ended December 31, 2022, the Company’s board of directors declared an aggregate of approximately $ 276 91,885 Subsequent to December 31, 2023, in January 2024, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend, earned as of December 31, 2023, of $ 78 26,123 The PAVmed Series B Convertible Preferred Stock dividends are recognized as a dividend payable liability only upon the dividend being declared payable by the Company’s board of directors. Accordingly, the dividends declared payable subsequent to the date of the accompanying consolidated balance sheet were not recognized as a dividend payable liability as the Company’s board of directors had not declared the dividends payable as of each such date. |
Common Stock and Common Stock P
Common Stock and Common Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock and Common Stock Purchase Warrants | Note 16 — Common Stock and Common Stock Purchase Warrants Common Stock In February 2023, the Company distributed a proxy statement for a special meeting of shareholders that was held on March 31, 2023 (the “Special Meeting”), at which the Company sought approval of an amendment to the Company’s Certificate of Incorporation, to effect, (i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging from 1-for-5 1-for-15 250,000,000 50,000,000 A total of 100,000 shares of PAVmed common stock were issued to an unrelated service provider as the consideration for the services rendered under a research and development agreement dated May 31, 2023 (“May 31, 2023 R&D Agreement”). The shares were issued as consideration for a contractual minimum fair market value of $ 750 750 750 390 During the year ended December 31, 2023 a total of 58,483 Stock-Based Compensation In the year ended December 31, 2023, 1,745,824 6,083 Debt In the year ended December 31, 2023, the Company sold 321,288 shares through their at-the-market equity facility for net proceeds of approximately $ 1,823 , after payment of 3 % commissions. As of December 31, 2023, the Company had $ 291 of net proceeds due from broker. Subsequent to December 31, 2023, as of March 21, 2024, the Company sold 133,299 shares through their at-market equity facility for net proceeds of approximately $ 495 , after payment of 3 % commissions. PAVmed Distribution of Lucid Diagnostics Common Stock to Shareholders On February 15, 2024, the Company distributed by special dividend to the Company stockholders 3,331,747 38 100 Common Stock Purchase Warrants As of December 31, 2023 and December 31, 2022, Series Z Warrants outstanding totaled 11,937,450 795,830 23.48 24.00 0.52 April 30, 2025 1,791 1.41 0 233 4.79 no The Company’s distribution of Lucid common stock to PAVmed stockholders, described above, constituted an “Extraordinary Dividend” as defined in the Warrant Agreement. Accordingly, as a result of the distribution, pursuant to Section 4.3 of the Warrant Agreement, the Warrant Price has been decreased by $ 0.52 0.37709668 23.48 |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Note 17 — Noncontrolling Interest The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows: Schedule of Noncontrolling Interest of Stockholders' Equity December 31, 2023 December 31, 2022 NCI – equity $ 20,615 $ 17,752 Net loss attributable to NCI (15,088 ) (14,255 ) Impact of subsidiary equity transactions (1,983 ) 28 Lucid Diagnostics proceeds from issuance of preferred stock 18,625 — Lucid Diagnostics proceeds from At-The-Market Facilities, net of deferred financing charges 284 1,767 Lucid Diagnostics issuance of common stock for settlement of APA-RDx installment and termination payment 713 653 Lucid Diagnostics issuance of common stock for settlement of vendor service agreement 147 — Lucid Diagnostics 2018 Equity Plan stock option exercise — 695 Lucid Diagnostics Employee Stock Purchase Plan Purchase 551 109 Conversion of Lucid Diagnostics common stock for Senior Secured Convertible Debt 167 — Stock-based compensation expense - Lucid Diagnostics 2018 Equity Plan 5,762 13,859 Stock-based compensation expense - Veris Health 2021 Equity Plan 20 7 NCI – equity $ 29,813 $ 20,615 The consolidated NCI presented above is with respect to the Company’s consolidated majority-owned subsidiaries as a component of consolidated total stockholders’ equity as of December 31, 2023 and December 31, 2022; and the recognition of a net loss attributable to the NCI in the consolidated statement of operations for the periods beginning on the acquisition date of the respective majority-owned subsidiaries. Lucid Diagnostics As of December 31, 2023, there were 42,329,864 31,302,420 On March 7, 2023, Lucid issued 13,625 1,000 1.394 20 13.625 On October 17, 2023, Lucid issued 5,000 1.2592 5.0 In November 2022, Lucid Diagnostics entered into an “at-the-market offering” for up to $ 6.5 230,068 0.3 3 Note 17 — Noncontrolling Interest Subsequent to December 31, 2023, on January 26, 2024 PAVmed elected to receive payment of $ 4,675 3,331,771 3,331,747 On March 13, 2024, Lucid issued an additional 5,670 5.67 On March 13, 2024, Lucid issued 44,285 1.2444 5,670 5.67 18.1 As a result of 100 Veris Health As of December 31, 2023, there were 8,000,000 80.44 19.56 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18 — Income Taxes Income tax (benefit) expense for respective periods noted is as follows: Schedule of Income Tax (Benefit) Expense 2023 2022 Years Ended December 31, 2023 2022 Current Federal, State and Local $ — $ — Deferred Federal (16,789 ) (24,265 ) State and Local (19,323 ) 11,124 Current and Deferred tax (benefit) expense (36,112 ) (13,141 ) Less: Valuation allowance reserve 36,112 13,141 Income tax expense (benefit) $ — $ — The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows: Schedule of Effective Income Tax Rate Reconciliation 2023 2022 Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % U.S. state and local income taxes, net of federal benefit 6.1 % 6.6 % Permanent differences (2.7 )% (1.0 )% Tax credits 2.2 % 1.3 % Revaluation of state deferred taxes — % (15.2 )% Federal deferred true-up 5.8 % — % State deferred true-up 13.2 % — % Valuation allowance (45.6 )% (12.7 )% Effective tax rate — % — % Note 18 — Income Taxes The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows: Schedule of Deferred Tax Assets and Liabilities 2023 2022 Years Ended December 31, 2023 2022 Deferred Tax Assets Net operating loss $ 67,786 $ 37,032 Debt issue costs 537 922 Stock-based compensation expense 12,304 11,105 Lease liabilities 1,266 836 Research and development expenditures 8,234 6,193 Research and development tax credit carryforwards 3,481 1,719 Accrued expenses 385 311 Section 195 deferred start-up costs 17 15 Depreciation & amortization $ 800 $ 221 Deferred tax assets $ 94,810 $ 58,354 Deferred Tax Liabilities Operating lease right-of-use assets (1,194 ) (850 ) Depreciation — — Patent licenses — — Deferred Tax Liabilities $ (1,194 ) $ (850 ) Deferred tax assets, net of deferred tax liabilities 93,616 57,504 Less: valuation allowance (93,616 ) (57,504 ) Deferred tax assets, net after valuation allowance $ — $ — Note 18 — Income Taxes Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted. As required by FASB ASC Topic 740, Income Taxes, (“ASC 740), a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than-not the deferred tax assets will not be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, as of December 31, 2023 and 2022. As of December 31, 2023 and 2022, the deferred tax asset valuation allowance increased by $ 36,112 13,141 The Company has total estimated federal net operating loss (“NOL”) carryforward of approximately $ 236.3 158.4 13.8 statutory expiration dates commencing in 2037 222.5 260.0 3.4 The Company files income tax returns in the United States in federal and applicable state and local jurisdictions. The Company’s tax filings for the years 2017 and thereafter each remain subject to examination by taxing authorities. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company has not recognized any penalties or interest related to its income tax provision. In August 2022, the U.S. Congress passed the Inflation Reduction Act, which included a corporate minimum tax on book earnings of 15%, an excise tax on corporate share repurchases of 1%, and certain climate change and energy tax credit incentives. The adoption of a corporate minimum tax of 15% is not expected to impact PAVmed’s effective tax rate. The excise tax of 1% on corporate share buybacks will not have an impact on the Company’s effective tax rate. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 19 — Net Loss Per Share The Net loss per share - attributable to PAVmed Inc. - basic and diluted and Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted - for the respective periods indicated - is as follows: Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share 2023 2022 Years Ended December 31, 2023 2022 Numerator Net loss - before noncontrolling interest $ (79,263 ) $ (103,238 ) Net loss attributable to noncontrolling interest 15,088 14,255 Net loss - as reported, attributable to PAVmed Inc. $ (64,175 ) $ (88,983 ) Deemed dividend on Series Z warrant modification $ (1,791 ) $ — Series B Convertible Preferred Stock dividends – earned $ (304 ) $ (281 ) Net loss attributable to PAVmed Inc. common stockholders $ (66,270 ) $ (89,264 ) Denominator Weighted average common shares outstanding, basic and diluted 7,231,546 5,938,406 Net loss per share (1) Basic and diluted Net loss attributable to PAVmed Inc. common stockholders $ (9.16 ) $ (15.03 ) (1) - Convertible Preferred Stock would potentially be considered a participating security under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. The common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive, are as follows: The Series B Convertible Preferred Stock dividends earned as of each of the respective years noted, are included in the calculation of basic and diluted net loss attributable to PAVmed common stockholders for each respective period presented. Notwithstanding, the Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by the Company’s board of directors. Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2023 and 2022 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all years presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows: Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share 2023 2022 December 31, 2023 2022 Stock options and restricted stock awards 1,262,985 836,151 Series Z Warrants 795,830 795,830 Series B Convertible Preferred Stock 87,015 80,384 Total 2,145,830 1,712,365 The total stock options and restricted stock awards are inclusive of 60,057 33,391 6,666 6,666 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority-ownership interest and has controlling financial interest in each of: Lucid Diagnostics Inc. and Veris Health Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the consolidated statement of operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest equity ownership of each majority-owned subsidiary. See Note 17, Noncontrolling Interest All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. Note 3 — Summary of Significant Accounting Policies |
Reverse Stock Split | Reverse Stock Split In February 2023, the Company distributed a proxy statement for a special meeting of shareholders that was held on March 31, 2023 (the “Special Meeting”), at which the Company sought approval of an amendment to the Company’s Certificate of Incorporation, to effect, (i) a reverse split of the Company’s outstanding shares of common stock at a specific ratio, ranging from 1-for-5 1-for-15 250,000,000 50,000,000 All authorized, issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect this reverse stock split for all prior periods presented. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets, inclusive of acquired intangible assets and the determination of corresponding carrying value reserve, if any, and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards, intangible assets, estimated fair value of debt obligations, and common stock purchase warrants. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. |
Cash | Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits. Note 3 — Summary of Significant Accounting Policies |
Offering Costs | Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. |
Revenue Recognition | Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The key aspects considered by the Company include the following: Contracts Performance obligations Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients Note 3 — Summary of Significant Accounting Policies |
Inventory | Inventory The Company carries test supply inventories to support our laboratory activities. The inventories are carried at the lower of weighted average cost and net realizable value and expensed through cost of sales as the supplies are used. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred. |
Leases | Leases The Company adopted FASB ASC Topic 842, Leases A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease. The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases. Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components. |
Intangible Assets | Intangible Assets Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life. See Note 9, Intangible Assets, net |
Impairment - Long Lived Assets | Impairment - Long Lived Assets The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation. Note 3 — Summary of Significant Accounting Policies |
Stock-Based Compensation | Stock-Based Compensation Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and nonemployees, under each of the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan. The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation The grant date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at least equal to or greater than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, which requires the Company to make certain weighted average valuation estimates and assumptions for stock-based awards, principally as follows: ● With respect to the PAVmed 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed Inc. common stock over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2023 and 2022; ● With respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of Lucid Diagnostics common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years ended December 31, 2023 and 2022; ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option; and, ● The expected dividend yield is based on annual dividends of $ 0.00 The price per share of PAVmed Inc. common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed 2014 Equity Plan is its quoted closing price per share. The price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share. |
Financial Instruments Fair Value Measurements | Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Note 3 — Summary of Significant Accounting Policies The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if the warrant agreement provides required or potential full or partial cash settlement. A warrant classified as a derivative liability, or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or expense. If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative liability will be derecognized at such date-of-occurrence fair value. The recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models, including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility in the value of the Company’s common stock price; the Company’s dividend yield; the likelihood and timing of future dilutive transactions, as applicable, along with the risk-free rates based on U.S. Treasury security yields. Changes in these assumptions can materially affect the estimated fair values. As of December 31, 2023 and 2022, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. |
Fair Value Option (“FVO”) Election | Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, which are accounted under the “fair value option election” as discussed below. Under a Securities Purchase Agreement dated March 13, 2023, Lucid Diagnostics issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “Lucid March 2023 Senior Convertible Note”, which is accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 12, Financial Instruments Fair Value Measurements Debt |
Financial Instruments - Derivatives | Financial Instruments - Derivatives The Company evaluates its financial instruments to determine if the financial instrument itself or if any embedded components of a financial instrument potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging Note 3 — Summary of Significant Accounting Policies |
Research and Development Expenses | Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers. |
Patent Costs and Purchased Patent License Rights | Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying consolidated statements of operations. The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2023 and 2022. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood no The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no Note 3 — Summary of Significant Accounting Policies |
Net Loss Per Share | Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include convertible preferred stock, common stock purchase warrants, and stock options. Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc. and the basic and diluted net loss per share attributable to PAVmed Inc. common stockholders, for each reporting period presented. The Series B Convertible Preferred Stock dividends earned as of the each of the respective periods are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period presented. Further, the Series B Convertible Preferred Stock has the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock would potentially be considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods presented. |
Reclassifications | Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting interest income and classification of certain general and administrative expenses and research and development expenses within operating expenses on the statements of operations, in the consolidated financial statements and accompanying notes to the consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The guidance was adopted by the Company on January 1, 2023. The adoption of the ASU did not have an impact on the Company’s consolidated financial statements. |
Recent Accounting Standards Updates Not Yet Adopted | Recent Accounting Standards Updates Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this update will have on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The Company is currently evaluating the impact this update will have on our consolidated financial statements and disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the impact this update will have on its consolidated financial statements and disclosures. |
Prepaid Expenses, Deposits, a_2
Prepaid Expenses, Deposits, and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses Deposits And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets December 31, 2023 December 31, 2022 Advanced payments to service providers and suppliers $ 739 $ 599 Prepaid insurance 848 300 Deposits 2,672 3,005 Veris Box supplies 261 150 Total prepaid expenses, deposits and other current assets $ 4,520 $ 4,054 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets, less accumulated depreciation, consisted of the following as of: Schedule of Fixed Assets Estimated Useful Life December 31, 2023 December 31, 2022 Computer and office equipment 2 5 $ 835 $ 784 Laboratory equipment 3 7 2,255 2,064 Furniture and fixtures 3 5 394 379 Leasehold improvements - (1) 2 2 Assets under construction n/a 16 30 Total Fixed Assets 3,502 3,259 Less Accumulated Depreciation (1,719 ) (808 ) Total Fixed Assets, net $ 1,783 $ 2,451 (1) Lesser of remaining lease term or estimated useful life. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Lease Expense | The components of lease expense were as follows: Schedule of Lease Expense 2023 2022 Years Ended December 31, 2023 2022 Operating lease cost $ 1,871 $ 1,174 Short-term lease cost 89 191 Variable lease cost 113 52 Total lease cost $ 2,073 $ 1,417 |
Schedule of Future Minimum Lease Payments for Operating Leases | The Company’s future lease payments as of December 31, 2023, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows: Schedule of Future Minimum Lease Payments for Operating Leases 2024 $ 1,854 2025 835 2026 787 2027 617 2028 471 Thereafter 848 Total lease payments $ 5,412 Less: imputed interest (887 ) Present value of lease liabilities $ 4,525 |
Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases | Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases 2023 2022 Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,563 $ 1,078 Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,728 $ 3,949 Weighted-average remaining lease term - operating leases (in years) 4.62 2.84 Weighted-average discount rate - operating leases 7.875 % 7.875 % |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Less Accumulated Amortization | Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets, Less Accumulated Amortization Estimated Useful Life December 31, 2023 December 31, 2022 Defensive asset 60 $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 3,200 3,200 Other 1 year 70 70 Total Intangible assets 5,375 5,375 Less Accumulated Amortization (3,951 ) (1,930 ) Intangible Assets, net $ 1,424 $ 3,445 |
Schedule of Estimated Amortization Expense for Intangible Assets | Schedule of Estimated Amortization Expense for Intangible Assets 2024 $ 688 2025 421 2026 315 Total $ 1,424 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following items as of: Schedule of Accrued Expenses and Other Current Liabilities December 31, 2023 December 31, 2022 Compensation and Employee Benefits $ 2,507 $ 1,940 CWRU Amended License Agreement - Royalty fee 96 10 Operating expenses 3,246 1,755 Other current liabilities 777 — Total accrued expenses and other current liabilities $ 6,626 $ 3,705 |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using 1 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total December 31, 2023 Senior Secured Convertible Note - April 2022 $ — $ — $ 19,000 $ 19,000 Senior Secured Convertible Note - September 2022 — — 11,250 11,250 Lucid Senior Secured Convertible Note - March 2023 — — 13,950 13,950 Totals $ — $ — $ 44,200 $ 44,200 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total December 31, 2022 Senior Secured Convertible Note - April 2022 $ — $ — $ 22,000 $ 22,000 Senior Secured Convertible Note - September 2022 — — 11,650 11,650 Totals $ — $ — $ 33,650 $ 33,650 1 There were no transfers between the respective Levels during the year ended December 31, 2023. |
Schedule of Fair Value Assumption Used | The estimated fair value of the Lucid March 2023 Senior Convertible Note as of each of March 21, 2023 and December 31, 2023, and the estimated fair value of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note as of December 31, 2023, were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: Lucid March 2023 Senior Convertible Note: Lucid March 2023 Senior Convertible Note: Fair Value $ 19,000 $ 11,250 $ 11,900 $ 13,950 Face value principal payable $ 17,602 $ 9,062 $ 11,111 $ 11,019 Required rate of return 10.00 10.50 % 10.00 10.20 % 11.00 % 10.00 % Conversion Price $ 75.00 $ 75.00 $ 5.00 $ 5.00 Value of common stock $ 4.12 $ 4.12 $ 1.54 $ 1.41 Expected term (years) 0.26 1.26 0.69 1.69 2.00 1.22 Volatility 85.00 % 85.00 % 75.00 % 60.00 % Risk free rate 4.54 5.25 % 4.31 4.96 % 4.09 % 4.56 % Dividend yield — % — % — % — % |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The fair value and face value principal outstanding of the Senior Convertible Notes as of the dates indicated are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2025 7.875 % $ 75.00 $ 17,602 $ 19,000 September 2022 Senior Convertible Note September 8, 2025 7.875 % $ 75.00 $ 9,062 $ 11,250 Lucid March 2023 Senior Convertible Note March 21, 2025 7.875 % $ 5.00 $ 11,019 $ 13,950 Balance as of December 31, 2023 $ 37,683 $ 44,200 Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2025 7.875 % $ 75.00 $ 21,497 $ 22,000 September 2022 Senior Convertible Note September 6, 2025 7.875 % $ 75.00 $ 11,250 $ 11,650 Balance as of December 31, 2022 $ 32,747 $ 33,650 |
Schedule of Changes in Fair Value of Debt | The changes in the fair value of debt during the year ended December 31, 2023 is as follows: Schedule of Changes in Fair Value of Debt April 2022 Senior Convertible Note September 2022 Senior Convertible Note Lucid March 2023 Senior Convertible Note Sum of Balance Sheet Fair Value Components Other Income (expense) Fair Value - December 31, 2022 $ 22,000 $ 11,650 $ — $ 33,650 $ — Face value principal – issue date — — 11,111 11,111 — Fair value adjustment – issue date — — 789 789 (789 ) Installment repayments – common stock (3,895 ) (2,188 ) (92 ) (6,175 ) — Non-installment payments – common stock (249 ) (114 ) (49 ) (412 ) — Change in fair value 1,144 1,902 2,191 5,237 (5,237 ) Fair Value at December 31, 2023 $ 19,000 $ 11,250 $ 13,950 $ 44,200 - Other Income (Expense) - Change in fair value – year ended December 31, 2023 $ (6,026 ) The changes in the fair value of debt during the year ended December 31, 2022 is as follows: April 2022 Senior Convertible Note September 2022 Senior Convertible Note Sum of Balance Sheet Fair Value Components Other Income (expense) Fair Value - December 31, 2021 $ — $ — $ — $ — Fair Value - Beginning $ — $ — $ — $ — Face value principal – issue date 27,500 11,250 38,750 — Fair value adjustment – issue date 2,600 950 3,550 (3,550 ) Installment repayments – common stock (6,003 ) — (6,003 ) — Non-installment payments – common stock (370 ) — (370 ) — Change in fair value (1,727 ) (550 ) (2,277 ) 2,277 Fair Value at December 31, 2022 $ 22,000 $ 11,650 $ 33,650 - Fair Value - Ending $ 22,000 $ 11,650 $ 33,650 - Other Income (Expense) - Change in fair value – year ended December 31, 2022 $ (1,273 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Stock-Based Compensation Expense | The consolidated stock-based compensation expense recognized by each of PAVmed and Lucid Diagnostics for both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense 2023 2022 Years Ended December 31, 2023 2022 Cost of revenue $ 122 $ 16 Sales and marketing expenses 1,715 2,464 General and administrative expenses 7,935 16,001 Research and development expenses 1,367 1,051 Total stock-based compensation expense $ 11,139 $ 19,532 |
Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics | Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics 2023 2022 Years Ended December 31, 2023 2022 Lucid Diagnostics 2018 Equity Plan – cost of revenue $ 63 $ 13 Lucid Diagnostics 2018 Equity Plan – sales and marketing 948 968 Lucid Diagnostics 2018 Equity Plan – general and administrative 4,455 12,691 Lucid Diagnostics 2018 Equity Plan – research and development 296 187 PAVmed 2014 Equity Plan - cost of revenue 37 3 PAVmed 2014 Equity Plan - sales and marketing 463 654 PAVmed 2014 Equity Plan - general and administrative 173 262 PAVmed 2014 Equity Plan - research and development 387 213 Total stock-based compensation expense – recognized by Lucid Diagnostics $ 6,822 $ 14,991 Total stock-based compensation expense $ 6,822 $ 14,991 |
Schedule of Unrecognized Compensation Expense | The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense Unrecognized Expense Weighted Average Remaining Service Period (Years) PAVmed 2014 Equity Plan Stock Options $ 3,799 1.8 Restricted Stock Awards $ 185 1.1 Lucid Diagnostics 2018 Equity Plan Stock Options $ 3,566 2.0 Restricted Stock Awards $ 1,167 2.2 |
2014 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | PAVmed stock options granted under the PAVmed 2014 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 (4) 581,833 $ 50.86 6.8 $ 3,516 Granted (1) 320,252 $ 22.87 Exercised (19,998 ) $ 15.11 Forfeited (110,934 ) $ 47.15 Outstanding stock options at December 31, 2022 (4) 771,153 $ 40.70 7.4 $ — Granted (1) 576,975 $ 6.87 Exercised — $ — Forfeited (155,670 ) $ 26.51 Outstanding stock options at December 31, 2023 (3) 1,192,458 $ 26.18 7.3 $ — Vested and exercisable stock options at December 31, 2023 722,039 $ 35.82 6.4 $ — (1) Stock options granted under the PAVmed 2014 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the PAVmed common stock on each of December 31, 2023 and December 31, 2022 and the exercise price of the underlying PAVmed stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 60,057 33,391 (4) Share activity and weighted average grant date fair values include immaterial rounding due to the Company’s 1-for-15 reverse stock split |
Schedule of Restricted Stock Award Activity | PAVmed restricted stock awards granted under the PAVmed 2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding restricted stock awards as of December 31, 2021 (2) 111,109 $ 35.40 Granted — $ — Vested (36,111 ) $ 17.94 Forfeited (10,000 ) $ 30.60 Unvested restricted stock awards as of December 31, 2022 (1) 64,998 $ 45.76 Granted 12,195 5.79 Vested (6,666 ) 46.50 Forfeited — — Unvested restricted stock awards as of December 31, 2023 70,527 $ 38.77 (1) The unvested restricted stock awards presented in the table above, are inclusive of 6,666 6,666 (2) Share activity and weighted average grant date fair values include immaterial rounding due to the Company’s 1-for-15 reverse stock split |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Years Ended December 31, 2023 2022 Expected term of stock options (in years) 5.6 5.8 Expected stock price volatility 88 % 88 % Risk free interest rate 3.8 % 2.2 % Expected dividend yield — % — % |
2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 Granted (1) 2,365,000 $ 3.68 Exercised (965,342 ) $ 0.72 Forfeited (253,523 ) $ 3.83 Outstanding stock options at December 31, 2022 2,565,377 $ 3.14 8.3 $ 428 Granted (1) 3,618,000 $ 1.32 Exercised — $ — Forfeited (678,994 ) $ 2.75 Outstanding stock options at December 31, 2023 (3) 5,504,383 $ 2.00 8.5 $ 765 Vested and exercisable stock options at December 31, 2023 2,339,527 $ 2.30 7.8 $ 529 (1) Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of December 31, 2023 and December 31, 2022 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 |
Schedule of Restricted Stock Award Activity | Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,940,740 $ 12.76 Granted 320,000 4.53 Vested (169,320 ) 13.48 Forfeited — — Unvested restricted stock awards as of December 31, 2022 (1) 2,091,420 $ 11.44 Granted 550,000 1.29 Vested (303,980 ) 11.95 Forfeited — — Unvested restricted stock awards as of December 31, 2023 2,337,440 $ 8.99 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Years Ended December 31, 2023 2022 Expected term of stock options (in years) 5.6 5.6 Expected stock price volatility 74 % 71 % Risk free interest rate 3.9 % 2.1 % Expected dividend yield — % — % |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Interest of Stockholders' Equity | The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows: Schedule of Noncontrolling Interest of Stockholders' Equity December 31, 2023 December 31, 2022 NCI – equity $ 20,615 $ 17,752 Net loss attributable to NCI (15,088 ) (14,255 ) Impact of subsidiary equity transactions (1,983 ) 28 Lucid Diagnostics proceeds from issuance of preferred stock 18,625 — Lucid Diagnostics proceeds from At-The-Market Facilities, net of deferred financing charges 284 1,767 Lucid Diagnostics issuance of common stock for settlement of APA-RDx installment and termination payment 713 653 Lucid Diagnostics issuance of common stock for settlement of vendor service agreement 147 — Lucid Diagnostics 2018 Equity Plan stock option exercise — 695 Lucid Diagnostics Employee Stock Purchase Plan Purchase 551 109 Conversion of Lucid Diagnostics common stock for Senior Secured Convertible Debt 167 — Stock-based compensation expense - Lucid Diagnostics 2018 Equity Plan 5,762 13,859 Stock-based compensation expense - Veris Health 2021 Equity Plan 20 7 NCI – equity $ 29,813 $ 20,615 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Expense | Income tax (benefit) expense for respective periods noted is as follows: Schedule of Income Tax (Benefit) Expense 2023 2022 Years Ended December 31, 2023 2022 Current Federal, State and Local $ — $ — Deferred Federal (16,789 ) (24,265 ) State and Local (19,323 ) 11,124 Current and Deferred tax (benefit) expense (36,112 ) (13,141 ) Less: Valuation allowance reserve 36,112 13,141 Income tax expense (benefit) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows: Schedule of Effective Income Tax Rate Reconciliation 2023 2022 Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % U.S. state and local income taxes, net of federal benefit 6.1 % 6.6 % Permanent differences (2.7 )% (1.0 )% Tax credits 2.2 % 1.3 % Revaluation of state deferred taxes — % (15.2 )% Federal deferred true-up 5.8 % — % State deferred true-up 13.2 % — % Valuation allowance (45.6 )% (12.7 )% Effective tax rate — % — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows: Schedule of Deferred Tax Assets and Liabilities 2023 2022 Years Ended December 31, 2023 2022 Deferred Tax Assets Net operating loss $ 67,786 $ 37,032 Debt issue costs 537 922 Stock-based compensation expense 12,304 11,105 Lease liabilities 1,266 836 Research and development expenditures 8,234 6,193 Research and development tax credit carryforwards 3,481 1,719 Accrued expenses 385 311 Section 195 deferred start-up costs 17 15 Depreciation & amortization $ 800 $ 221 Deferred tax assets $ 94,810 $ 58,354 Deferred Tax Liabilities Operating lease right-of-use assets (1,194 ) (850 ) Depreciation — — Patent licenses — — Deferred Tax Liabilities $ (1,194 ) $ (850 ) Deferred tax assets, net of deferred tax liabilities 93,616 57,504 Less: valuation allowance (93,616 ) (57,504 ) Deferred tax assets, net after valuation allowance $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share | The Net loss per share - attributable to PAVmed Inc. - basic and diluted and Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted - for the respective periods indicated - is as follows: Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share 2023 2022 Years Ended December 31, 2023 2022 Numerator Net loss - before noncontrolling interest $ (79,263 ) $ (103,238 ) Net loss attributable to noncontrolling interest 15,088 14,255 Net loss - as reported, attributable to PAVmed Inc. $ (64,175 ) $ (88,983 ) Deemed dividend on Series Z warrant modification $ (1,791 ) $ — Series B Convertible Preferred Stock dividends – earned $ (304 ) $ (281 ) Net loss attributable to PAVmed Inc. common stockholders $ (66,270 ) $ (89,264 ) Denominator Weighted average common shares outstanding, basic and diluted 7,231,546 5,938,406 Net loss per share (1) Basic and diluted Net loss attributable to PAVmed Inc. common stockholders $ (9.16 ) $ (15.03 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share 2023 2022 December 31, 2023 2022 Stock options and restricted stock awards 1,262,985 836,151 Series Z Warrants 795,830 795,830 Series B Convertible Preferred Stock 87,015 80,384 Total 2,145,830 1,712,365 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Revenues | $ 2,500 | |
Net loss attributable to common stockholders | 66,270 | $ 89,264 |
Net cash flows used in operating activities | 52,036 | 70,985 |
Working capital | 29,700 | |
Current liabilities | 54,177 | $ 41,200 |
Cash | 19,600 | |
Senior Secured Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Current liabilities | $ 44,200 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 07, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Reverse stock split | 1-for-15 reverse stock split | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Income tax likelihood percentage | greater than 50% likelihood | ||||
Unrecognized tax benefits | $ 0 | $ 0 | |||
Income tax examination penalties and interest accrued | $ 0 | 0 | $ 0 | ||
2018 Equity Plan [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Expected dividend payment | $ 0 | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Reverse stock split | 1-for-5 | ||||
Common stock, shares authorized | 50,000,000 | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Reverse stock split | 1-for-15 | ||||
Common stock, shares authorized | 250,000,000 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenues | $ 2,452 | $ 377 |
Monthly fees | 100 | |
Cost of revenue | $ 6,420 | $ 3,614 |
Asset Purchase Agreement and _2
Asset Purchase Agreement and Management Services Agreement (Details Narrative) - Research Dx Inc [Member] - USD ($) $ in Thousands | 1 Months Ended | |
Feb. 25, 2022 | Feb. 28, 2023 | |
Asset Purchase Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price consideration | $ 3,200 | |
Intangible asset | $ 3,200 | |
Management Services Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Earnout payments and management fees remaining amount | $ 713 | |
Number of shares issuance as payment | 553,436 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses Deposits And Other Current Assets | ||
Advanced payments to service providers and suppliers | $ 739 | $ 599 |
Prepaid insurance | 848 | 300 |
Deposits | 2,672 | 3,005 |
Veris Box supplies | 261 | 150 |
Total prepaid expenses, deposits and other current assets | $ 4,520 | $ 4,054 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 3,502 | $ 3,259 | |
Estimated useful life | [1] | ||
Less Accumulated Depreciation | $ (1,719) | (808) | |
Total Fixed Assets, net | 1,783 | 2,451 | |
Computer and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 835 | 784 | |
Computer and Office Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 2 years | ||
Computer and Office Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Laboratory Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 2,255 | 2,064 | |
Laboratory Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Laboratory Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 394 | 379 | |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 2 | 2 | |
Asset under Construction [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 16 | $ 30 | |
[1]Lesser of remaining lease term or estimated useful life. |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 911 | $ 673 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease cost | $ 1,871 | $ 1,174 |
Short-term lease cost | 89 | 191 |
Variable lease cost | 113 | 52 |
Total lease cost | $ 2,073 | $ 1,417 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments for Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 1,854 | |
2025 | 835 | |
2026 | 787 | |
2027 | 617 | |
2028 | 471 | |
Thereafter | 848 | |
Total lease payments | 5,412 | |
Less: imputed interest | (887) | |
Present value of lease liabilities | $ 4,525 | $ 2,987 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 1,563 | $ 1,078 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,728 | $ 3,949 |
Weighted-average remaining lease term - operating leases (in years) | 4 years 7 months 13 days | 2 years 10 months 2 days |
Weighted-average discount rate - operating leases | 7.875% | 7.875% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease, right-of-use assets | $ 4,267 | $ 3,037 | |
Operating lease obligations | 4,525 | 2,987 | |
Operating lease, liability, current | 1,565 | 1,141 | |
Operating lease liability noncurrent | $ 2,960 | $ 1,846 | |
Payments for rent | $ 3,200 | ||
Lease Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Lessee operating lease description | The lease agreement term is from the September 15, 2022 execution date to the date which is seven years and eight months from the lease commencement date, with the rent abated for the first eight months of the lease term. |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Less Accumulated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Impairment Effects on Earnings Per Share [Line Items] | ||
Total Intangible assets | $ 5,375 | $ 5,375 |
Less Accumulated Amortization | (3,951) | (1,930) |
Total Intangible Assets, net | $ 1,424 | $ 3,445 |
Defensive Asset [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Finite lived intangible asset, useful life | 60 months | 60 months |
Total Intangible assets | $ 2,105 | $ 2,105 |
Laboratory Information Management Software [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Finite lived intangible asset, useful life | 24 months | 24 months |
Total Intangible assets | $ 3,200 | $ 3,200 |
Other Infinite Lived Intangible Asset [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Finite lived intangible asset, useful life | 1 year | 1 year |
Total Intangible assets | $ 70 | $ 70 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 688 | |
2025 | 421 | |
2026 | 315 | |
Total | $ 1,424 | $ 3,445 |
Intangible Assets, net (Details
Intangible Assets, net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 05, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Impairment Effects on Earnings Per Share [Line Items] | |||
Amortization of intangible assets | $ 2,021 | $ 1,784 | |
Defensive Technology [Member] | Cap Nostics LLC [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Assets acquisition consideration transferred | $ 2,100 | ||
Useful life | 60 months |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and Employee Benefits | $ 2,507 | $ 1,940 |
CWRU Amended License Agreement - Royalty fee | 96 | 10 |
Operating expenses | 3,246 | 1,755 |
Other current liabilities | 777 | |
Total accrued expenses and other current liabilities | $ 6,626 | $ 3,705 |
Schedule of Financial Liabiliti
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | $ 44,200 | $ 33,650 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | 44,200 | 33,650 |
April 2022 Senior Convertible Note [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | 19,000 | 22,000 |
April 2022 Senior Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | ||
April 2022 Senior Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | ||
April 2022 Senior Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | 19,000 | 22,000 |
September 2022 Senior Convertible Note [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | 11,250 | 11,650 |
September 2022 Senior Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | ||
September 2022 Senior Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | ||
September 2022 Senior Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | 11,250 | $ 11,650 |
Lucid March 2023 Senior Convertible Note [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | 13,950 | |
Lucid March 2023 Senior Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | ||
Lucid March 2023 Senior Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | ||
Lucid March 2023 Senior Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability | [1] | $ 13,950 | |
[1]There were no transfers between the respective Levels during the year ended December 31, 2023. |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumption Used (Details) $ in Thousands | 12 Months Ended | ||||||
Mar. 21, 2023 USD ($) | Dec. 31, 2023 USD ($) | Sep. 20, 2023 USD ($) | Mar. 13, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 08, 2022 USD ($) | Apr. 04, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument fair value | $ 44,200 | $ 33,650 | |||||
Face value principal payable | 37,683 | 32,747 | |||||
April 2022 Senior Convertible Note [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument fair value | 19,000 | 22,000 | |||||
Face value principal payable | $ 17,602 | 21,497 | $ 27,500 | ||||
April 2022 Senior Convertible Note [Member] | Measurement Input Required Rate of Return [Member] | Minimum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 10 | ||||||
April 2022 Senior Convertible Note [Member] | Measurement Input Required Rate of Return [Member] | Maximum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 10.50 | ||||||
April 2022 Senior Convertible Note [Member] | Measurement Input, Conversion Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 75 | ||||||
April 2022 Senior Convertible Note [Member] | Measurement Input, Share Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 4.12 | ||||||
April 2022 Senior Convertible Note [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Expected term years | 3 months 3 days | ||||||
April 2022 Senior Convertible Note [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Expected term years | 1 year 3 months 3 days | ||||||
April 2022 Senior Convertible Note [Member] | Measurement Input, Price Volatility [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 85 | ||||||
April 2022 Senior Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 4.54 | ||||||
April 2022 Senior Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 5.25 | ||||||
April 2022 Senior Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | |||||||
September 2022 Senior Convertible Note [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument fair value | $ 11,250 | 11,650 | |||||
Face value principal payable | $ 9,062 | $ 11,250 | $ 11,250 | ||||
September 2022 Senior Convertible Note [Member] | Measurement Input Required Rate of Return [Member] | Minimum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 10 | ||||||
September 2022 Senior Convertible Note [Member] | Measurement Input Required Rate of Return [Member] | Maximum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 10.20 | ||||||
September 2022 Senior Convertible Note [Member] | Measurement Input, Conversion Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 75 | ||||||
September 2022 Senior Convertible Note [Member] | Measurement Input, Share Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 4.12 | ||||||
September 2022 Senior Convertible Note [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Expected term years | 8 months 8 days | ||||||
September 2022 Senior Convertible Note [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Expected term years | 1 year 8 months 8 days | ||||||
September 2022 Senior Convertible Note [Member] | Measurement Input, Price Volatility [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 85 | ||||||
September 2022 Senior Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 4.31 | ||||||
September 2022 Senior Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 4.96 | ||||||
September 2022 Senior Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | |||||||
Lucid March 2023 Senior Convertible Note [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument fair value | $ 11,900 | $ 13,950 | |||||
Face value principal payable | $ 11,111 | $ 11,019 | $ 11,100 | $ 11,100 | |||
Lucid March 2023 Senior Convertible Note [Member] | Measurement Input Required Rate of Return [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 11 | 10 | |||||
Lucid March 2023 Senior Convertible Note [Member] | Measurement Input, Conversion Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 5 | 5 | |||||
Lucid March 2023 Senior Convertible Note [Member] | Measurement Input, Share Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 1.54 | 1.41 | |||||
Lucid March 2023 Senior Convertible Note [Member] | Measurement Input, Expected Term [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Expected term years | 2 years | 1 year 2 months 19 days | |||||
Lucid March 2023 Senior Convertible Note [Member] | Measurement Input, Price Volatility [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 75 | 60 | |||||
Lucid March 2023 Senior Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input | 4.09 | 4.56 | |||||
Lucid March 2023 Senior Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value assumption measurement input |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 20, 2023 | Mar. 21, 2023 | Mar. 13, 2023 | Dec. 31, 2022 | Sep. 08, 2022 | Apr. 04, 2022 |
Short-Term Debt [Line Items] | |||||||
Face value principal payable | $ 37,683 | $ 32,747 | |||||
April 2022 Senior Convertible Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Face value principal payable | 17,602 | 21,497 | $ 27,500 | ||||
September 2022 Senior Convertible Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Face value principal payable | 9,062 | $ 11,250 | $ 11,250 | ||||
Lucid March 2023 Senior Convertible Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Face value principal payable | $ 11,019 | $ 11,100 | $ 11,111 | $ 11,100 |
Summary of Outstanding Debt (De
Summary of Outstanding Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Sep. 21, 2023 | Mar. 13, 2023 | Sep. 08, 2022 | Apr. 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 20, 2023 | Mar. 21, 2023 | |
Short-Term Debt [Line Items] | ||||||||
Face Value Principal Outstanding | $ 37,683 | $ 32,747 | ||||||
Fair Value | $ 44,200 | $ 33,650 | ||||||
April 2022 Senior Convertible Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Maturity Date | Apr. 04, 2024 | Apr. 04, 2025 | Apr. 04, 2025 | |||||
Stated Interest Rate | 7.875% | 7.875% | 7.875% | |||||
Conversion Price | $ 75 | $ 75 | $ 75 | |||||
Face Value Principal Outstanding | $ 27,500 | $ 17,602 | $ 21,497 | |||||
Fair Value | $ 19,000 | $ 22,000 | ||||||
September 2022 Senior Convertible Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Maturity Date | Sep. 06, 2024 | Sep. 08, 2025 | Sep. 06, 2025 | |||||
Stated Interest Rate | 7.875% | 7.875% | 7.875% | |||||
Conversion Price | $ 75 | $ 75 | $ 75 | |||||
Face Value Principal Outstanding | $ 11,250 | $ 9,062 | $ 11,250 | |||||
Fair Value | $ 11,250 | $ 11,650 | ||||||
Lucid March 2023 Senior Convertible Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Maturity Date | Mar. 21, 2025 | Mar. 21, 2025 | Mar. 21, 2025 | |||||
Stated Interest Rate | 7.875% | 7.875% | 7.875% | |||||
Conversion Price | $ 5 | $ 5 | ||||||
Face Value Principal Outstanding | $ 11,100 | $ 11,019 | $ 11,100 | $ 11,111 | ||||
Fair Value | $ 13,950 | $ 11,900 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Fair Value - Beginning | $ 33,650 | |
Face value principal – issue date | 11,111 | 38,750 |
Fair value adjustment – issue date | 789 | 3,550 |
Installment repayments – common stock | (6,175) | (6,003) |
Non-installment payments – common stock | (412) | (370) |
Change in fair value | 5,237 | (2,277) |
Fair Value - Ending | 44,200 | 33,650 |
Other Income (Expense) - Change in fair value | (6,026) | (1,273) |
April 2022 Senior Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Fair Value - Beginning | 22,000 | |
Face value principal – issue date | 27,500 | |
Fair value adjustment – issue date | 2,600 | |
Installment repayments – common stock | (3,895) | (6,003) |
Non-installment payments – common stock | (249) | (370) |
Change in fair value | 1,144 | (1,727) |
Fair Value - Ending | 19,000 | 22,000 |
September 2022 Senior Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Fair Value - Beginning | 11,650 | |
Face value principal – issue date | 11,250 | |
Fair value adjustment – issue date | 950 | |
Installment repayments – common stock | (2,188) | |
Non-installment payments – common stock | (114) | |
Change in fair value | 1,902 | (550) |
Fair Value - Ending | 11,250 | 11,650 |
Lucid March 2023 Senior Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Fair Value - Beginning | ||
Face value principal – issue date | 11,111 | |
Fair value adjustment – issue date | 789 | |
Installment repayments – common stock | (92) | |
Non-installment payments – common stock | (49) | |
Change in fair value | 2,191 | |
Fair Value - Ending | 13,950 | |
Other Income Expense [Member] | ||
Short-Term Debt [Line Items] | ||
Fair Value - Beginning | ||
Face value principal – issue date | ||
Fair value adjustment – issue date | (789) | (3,550) |
Installment repayments – common stock | ||
Non-installment payments – common stock | ||
Change in fair value | (5,237) | 2,277 |
Fair Value - Ending |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 21, 2023 | Mar. 13, 2023 | Sep. 08, 2022 | Apr. 04, 2022 | Mar. 21, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 13, 2024 | Sep. 20, 2023 | Mar. 21, 2023 | Apr. 30, 2022 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 37,683 | $ 32,747 | ||||||||||
Debt instrument fair value | 44,200 | 33,650 | ||||||||||
Cash | 19,600 | |||||||||||
Interest expense | 589 | 1,281 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest expense | $ 260 | |||||||||||
Issuance of common stock share | 242,390 | |||||||||||
Debt instrument fair value | $ 359 | |||||||||||
Subsequent Event [Member] | Cash [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Notes payable | $ 2,000,000 | |||||||||||
April 2022 Senior Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 27,500 | $ 17,602 | $ 21,497 | |||||||||
Debt instrument stated percentage | 7.875% | 7.875% | 7.875% | |||||||||
Conversion price | $ 75 | $ 75 | $ 75 | |||||||||
Debt instrument maturity date | Apr. 04, 2024 | Apr. 04, 2025 | Apr. 04, 2025 | |||||||||
Debt instrument maturity date, description | maturity date the investor agreed to extend by one year, to April 4, 2025. | |||||||||||
Debt instrument fair value | $ 19,000 | $ 22,000 | ||||||||||
September 2022 Senior Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 11,250 | $ 9,062 | $ 11,250 | |||||||||
Debt instrument stated percentage | 7.875% | 7.875% | 7.875% | |||||||||
Conversion price | $ 75 | $ 75 | $ 75 | |||||||||
Debt instrument maturity date | Sep. 06, 2024 | Sep. 08, 2025 | Sep. 06, 2025 | |||||||||
Debt instrument maturity date, description | maturity date the investor agreed to extend by one year, to September 8, 2025 | |||||||||||
Debt instrument description | The Company is subject to financial covenants requiring: (i) a minimum of $8.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30% (the “Debt to Market Cap Ratio Test”); and (iii) the Company’s market capitalization to at no time be less than $75 million | |||||||||||
Repayment of convertible debt | $ 6,083 | |||||||||||
Interest expense | $ 364 | |||||||||||
Issuance of common stock share | 1,745,824 | |||||||||||
Debt instrument fair value | $ 11,250 | $ 11,650 | ||||||||||
Cash | 202 | |||||||||||
Loss on extinguishment of debt | $ 3,756 | |||||||||||
September 2022 Senior Convertible Note [Member] | Minimum [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Conversion price | $ 2.70 | |||||||||||
April And September Two Thousand Twenty Two Senior Convertible Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument stated percentage | 82.50% | |||||||||||
Conversion price | $ 2.70 | |||||||||||
Lucid March 2023 Senior Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 11,100 | $ 11,019 | $ 11,100 | $ 11,111 | ||||||||
Debt instrument stated percentage | 7.875% | 7.875% | 7.875% | |||||||||
Conversion price | $ 5 | $ 5 | ||||||||||
Debt instrument maturity date | Mar. 21, 2025 | Mar. 21, 2025 | Mar. 21, 2025 | |||||||||
Debt instrument description | (i) a minimum of $5.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) Lucid’s average market capitalization over the prior ten trading days, as of the last day of any fiscal quarter commencing with September 30, 2023, to not exceed 30%; and (iii) Lucid’s market capitalization to at no time be less than $30 million. | |||||||||||
Repayment of convertible debt | $ 92 | |||||||||||
Interest expense | $ 48 | |||||||||||
Issuance of common stock share | 115,388 | |||||||||||
Debt instrument fair value | $ 13,950 | $ 11,900 | ||||||||||
Loss on extinguishment of debt | 3,782 | $ 5,434 | ||||||||||
Proceeds from convertible debt | $ 9,925 | |||||||||||
Debt instrument fee amount | $ 1,186 | |||||||||||
Interest expense | 391 | |||||||||||
Principal repayment | $ 292 | |||||||||||
Loss on extinguishment of debt | $ 26 | |||||||||||
March Two Thousand Twenty Three Senior Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument stated percentage | 82.50% | |||||||||||
Conversion price | $ 0.30 | |||||||||||
Investor [Member] | September 2022 Senior Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument fair value | $ 10,001 | |||||||||||
Investor [Member] | Lucid March 2023 Senior Convertible Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument fair value | $ 166 | |||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | Initial Issuance [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | 27,500 | |||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | Additional Issuance [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 22,500 |
Schedule of Summarizes Informat
Schedule of Summarizes Information About Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | ||||
2014 Equity Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of stock options outstanding, beginning balance | [1] | 771,153 | 581,833 | ||
Weighted average exercise price, beginning balance | [1] | $ 40.70 | $ 50.86 | ||
Remaining contractual term (years) | [1] | 7 years 4 months 24 days | 6 years 9 months 18 days | ||
Intrinsic value outstanding, beginning balance | [1],[2] | $ 3,516 | |||
Number of stock options, granted | [3] | 576,975 | 320,252 | ||
Weighted average exercise price, granted | [3] | $ 6.87 | $ 22.87 | ||
Number of stock option, exercised | (19,998) | ||||
Weighted average exercise price, exercised | $ 15.11 | ||||
Number of stock option, forfeited | (155,670) | (110,934) | |||
Weighted average exercise price, forfeited | $ 26.51 | $ 47.15 | |||
Number of stock options outstanding, ending balance | 1,192,458 | [4] | 771,153 | [1] | |
Weighted average exercise price, ending balance | $ 26.18 | [4] | $ 40.70 | [1] | |
Remaining contractual term (years) | [4] | 7 years 3 months 18 days | |||
Intrinsic value outstanding, ending balance | [2] | [4] | [1] | ||
Number of stock options vested and exercisable stock options | 722,039 | ||||
Weighted average exercise price, vested and exercisable stock options | $ 35.82 | ||||
Remaining contractual term (years), vested and exercisable stock options | 6 years 4 months 24 days | ||||
Intrinsic value exercisable, ending balance | [2] | ||||
2018 Equity Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of stock options outstanding, beginning balance | 2,565,377 | 1,419,242 | |||
Weighted average exercise price, beginning balance | $ 3.14 | $ 0.73 | |||
Remaining contractual term (years) | 7 years | ||||
Intrinsic value outstanding, beginning balance | [5] | $ 428 | |||
Number of stock options, granted | [6] | 3,618,000 | 2,365,000 | ||
Weighted average exercise price, granted | [6] | $ 1.32 | $ 3.68 | ||
Number of stock option, exercised | (965,342) | ||||
Weighted average exercise price, exercised | $ 0.72 | ||||
Number of stock option, forfeited | (678,994) | (253,523) | |||
Weighted average exercise price, forfeited | $ 2.75 | $ 3.83 | |||
Number of stock options outstanding, ending balance | 5,504,383 | [7] | 2,565,377 | ||
Weighted average exercise price, ending balance | $ 2 | [7] | $ 3.14 | ||
Remaining contractual term (years) | 8 years 6 months | [7] | 8 years 3 months 18 days | ||
Intrinsic value outstanding, ending balance | [5] | $ 765 | [7] | $ 428 | |
Number of stock options vested and exercisable stock options | 2,339,527 | ||||
Weighted average exercise price, vested and exercisable stock options | $ 2.30 | ||||
Remaining contractual term (years), vested and exercisable stock options | 7 years 9 months 18 days | ||||
Intrinsic value exercisable, ending balance | [5] | $ 529 | |||
[1]Share activity and weighted average grant date fair values include immaterial rounding due to the Company’s 1-for-15 reverse stock split 60,057 33,391 423,300 |
Schedule of Summarizes Inform_2
Schedule of Summarizes Information About Stock Options (Details) (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | ||
Number of stock options granted. shares | 423,300 | 423,300 |
Parent Company [Member] | 2014 Equity Plan [Member] | ||
Number of stock options granted. shares | 60,057 | 33,391 |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Award Activity (Details) (Parenthetical) - shares | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reverse stock split, description | 1-for-15 reverse stock split | ||
2014 Equity Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reverse stock split, description | 1-for-15 reverse stock split | ||
Granted restricted stock, shares | 6,666 | ||
Vested restricted stock, shares | 6,666 | ||
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Granted restricted stock, shares | 50,000 | ||
Vested restricted stock, shares | 50,000 |
Schedule of Restricted Stock _2
Schedule of Restricted Stock Award Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | ||||
2014 Equity Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of Restricted Stock Awards, Unvested restricted stock awards, Beginning balance | 64,998 | [1] | 111,109 | [2] | |
Weighted Average Grant Date Fair Value, Unvested restricted stock awards, Beginning balance | $ 45.76 | [1] | $ 35.40 | [2] | |
Number of Restricted Stock Awards, Granted | 12,195 | ||||
Weighted Average Grant Date Fair Value, Granted | $ 5.79 | ||||
Number of Restricted Stock Awards, Granted | (6,666) | (36,111) | |||
Weighted Average Grant Date Fair Value, Vested | $ 46.50 | $ 17.94 | |||
Number of Restricted Stock Awards, Forfeited | (10,000) | ||||
Weighted Average Grant Date Fair Value, Forfeited | $ 30.60 | ||||
Number of Restricted Stock Awards, Unvested restricted stock awards, Ending balance | 70,527 | 64,998 | [1] | ||
Weighted Average Grant Date Fair Value, Unvested restricted stock awards, Ending balance | $ 38.77 | $ 45.76 | [1] | ||
2018 Equity Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of Restricted Stock Awards, Unvested restricted stock awards, Beginning balance | 2,091,420 | [3] | 1,940,740 | ||
Weighted Average Grant Date Fair Value, Unvested restricted stock awards, Beginning balance | $ 11.44 | [3] | $ 12.76 | ||
Number of Restricted Stock Awards, Granted | 550,000 | 320,000 | |||
Weighted Average Grant Date Fair Value, Granted | $ 1.29 | $ 4.53 | |||
Number of Restricted Stock Awards, Granted | (303,980) | (169,320) | |||
Weighted Average Grant Date Fair Value, Vested | $ 11.95 | $ 13.48 | |||
Number of Restricted Stock Awards, Forfeited | |||||
Weighted Average Grant Date Fair Value, Forfeited | |||||
Number of Restricted Stock Awards, Unvested restricted stock awards, Ending balance | [3] | 2,337,440 | 2,091,420 | ||
Weighted Average Grant Date Fair Value, Unvested restricted stock awards, Ending balance | [3] | $ 8.99 | $ 11.44 | ||
[1]The unvested restricted stock awards presented in the table above, are inclusive of 6,666 6,666 1-for-15 reverse stock split 50,000 50,000 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total stock-based compensation expense | $ 11,139 | $ 19,532 |
Cost of Revenue [Member] | ||
Total stock-based compensation expense | 122 | 16 |
Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 1,715 | 2,464 |
General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 7,935 | 16,001 |
Research and Development Expense [Member] | ||
Total stock-based compensation expense | $ 1,367 | $ 1,051 |
Schedule of Stock-Based Compe_2
Schedule of Stock-Based Compensation Expense Recognized by Lucid Diagnostics (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total stock-based compensation expense | $ 11,139 | $ 19,532 |
Lucid Diagnostics Inc [Member] | ||
Total stock-based compensation expense | 6,822 | 14,991 |
Cost of Revenue [Member] | ||
Total stock-based compensation expense | 122 | 16 |
Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 1,715 | 2,464 |
General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 7,935 | 16,001 |
Research and Development Expense [Member] | ||
Total stock-based compensation expense | 1,367 | 1,051 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Cost of Revenue [Member] | ||
Total stock-based compensation expense | 63 | 13 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 948 | 968 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 4,455 | 12,691 |
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Research and Development Expense [Member] | ||
Total stock-based compensation expense | 296 | 187 |
PAVmed Inc 2014 Equity Plan [Member] | Cost of Revenue [Member] | ||
Total stock-based compensation expense | 37 | 3 |
PAVmed Inc 2014 Equity Plan [Member] | Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 463 | 654 |
PAVmed Inc 2014 Equity Plan [Member] | General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 173 | 262 |
PAVmed Inc 2014 Equity Plan [Member] | Research and Development Expense [Member] | ||
Total stock-based compensation expense | $ 387 | $ 213 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Equity Option [Member] | PAVmed Inc 2014 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 3,799 |
Weighted Average Remaining Service Period | 1 year 9 months 18 days |
Equity Option [Member] | Lucid Diagnostics Inc 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 3,566 |
Weighted Average Remaining Service Period | 2 years |
Restricted Stock [Member] | PAVmed Inc 2014 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 185 |
Weighted Average Remaining Service Period | 1 year 1 month 6 days |
Restricted Stock [Member] | Lucid Diagnostics Inc 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 1,167 |
Weighted Average Remaining Service Period | 2 years 2 months 12 days |
Schedule of Fair Values of Stoc
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
2014 Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 7 months 6 days | 5 years 9 months 18 days |
Expected stock price volatility | 88% | 88% |
Risk free interest rate | 3.80% | 2.20% |
Expected dividend yield | ||
2018 Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 7 months 6 days | 5 years 7 months 6 days |
Expected stock price volatility | 74% | 71% |
Risk free interest rate | 3.90% | 2.10% |
Expected dividend yield |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Feb. 22, 2024 | Jan. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 21, 2024 | Dec. 31, 2021 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Proceeds from common stock | $ 1,533 | $ 79 | ||||||||||||
Employee Stock Purchase Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock capital shares reserved for future issuance | 133,334 | |||||||||||||
Increase in available for grant | 7,528 | |||||||||||||
Number of common stock purchased | 38,216 | 12,950 | 20,267 | 12,780 | ||||||||||
Proceeds from common stock | $ 182 | $ 218 | $ 76 | $ 140 | ||||||||||
Treasury stock | 12,590 | |||||||||||||
Employee Stock Purchase Plan [Member] | Lucid Diagnostics Inc [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock capital shares reserved for future issuance | 1,000,000 | |||||||||||||
Increase in available for grant | 407,770 | |||||||||||||
Number of common stock purchased | 231,987 | 276,213 | 84,030 | |||||||||||
Proceeds from common stock | $ 276 | $ 275 | $ 109 | |||||||||||
Subsequent Event [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock capital shares reserved for future issuance | 242,390 | |||||||||||||
Subsequent Event [Member] | Employee Stock Purchase Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Increase in reserve stock | 166,667 | |||||||||||||
Subsequent Event [Member] | Employee Stock Purchase Plan [Member] | Lucid Diagnostics Inc [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Increase in reserve stock | 500,000 | |||||||||||||
2014 Equity Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock capital shares reserved for future issuance | 1,403,518 | |||||||||||||
Increase in available for grant | 77,518 | |||||||||||||
Number of stock options outstanding | 66,723 | |||||||||||||
Number of restricted stock awards granted, shares | 6,666 | |||||||||||||
Weighted average fair value of stock options | $ 4.90 | $ 16.50 | ||||||||||||
2014 Equity Plan [Member] | Subsequent Event [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Increase in available for grant | 432,452 | |||||||||||||
2014 Equity Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of stock options outstanding | 1,192,458 | [1] | 771,153 | [2] | 581,833 | [2] | ||||||||
Granted | [3] | 576,975 | 320,252 | |||||||||||
2014 Equity Plan [Member] | Subsequent Event [Member] | Parent Company [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Granted | 59,500 | |||||||||||||
Weighted average exercise price | $ 1.85 | |||||||||||||
2014 Equity Plan [Member] | Subsequent Event [Member] | Parent Company [Member] | Restricted Stock [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Granted | 390,000 | |||||||||||||
Aggregate fair value | $ 700 | |||||||||||||
2018 Equity Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of stock options outstanding | 5,504,383 | [4] | 2,565,377 | 1,419,242 | ||||||||||
Granted | [5] | 3,618,000 | 2,365,000 | |||||||||||
Weighted average fair value of stock options | $ 0.88 | $ 2.30 | ||||||||||||
2018 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock capital shares reserved for future issuance | 11,644,000 | |||||||||||||
Increase in available for grant | 2,832,133 | |||||||||||||
Granted | 423,300 | |||||||||||||
Number of restricted stock awards granted, shares | 50,000 | |||||||||||||
2018 Equity Plan [Member] | Subsequent Event [Member] | Lucid Diagnostics Inc [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Increase in available for grant | 2,680,038 | |||||||||||||
Granted | 2,895,000 | |||||||||||||
Weighted average exercise price | $ 1.25 | |||||||||||||
[1]The outstanding stock options presented in the table above, are inclusive of 60,057 33,391 1-for-15 reverse stock split 423,300 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Dividends earned | $ 304,000 | $ 281,000 | |
Aggregate preferred stock dividends earned | |||
Series B Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock shares outstanding | 1,305,213 | 1,205,759 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock par value per share | $ 3 | ||
Dividend rate percentage | 8% | ||
Dividends earned | $ 304,000 | $ 281 | |
Aggregate preferred stock dividends earned | $ 298,000 | $ 276,000 | |
Additioanal aggregate shares of convertible preferred stock | 99,454 | 91,885 | |
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||
Class of Stock [Line Items] | |||
Aggregate preferred stock dividends earned | $ 78,000 | ||
Additioanal aggregate shares of convertible preferred stock | 26,123 |
Common Stock and Common Stock_2
Common Stock and Common Stock Purchase Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Feb. 15, 2024 | Jan. 26, 2024 | Jan. 15, 2024 | Dec. 07, 2023 | Dec. 31, 2023 | Nov. 30, 2023 | May 31, 2023 | Mar. 21, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2023 | |
Reverse stock split | 1-for-15 reverse stock split | ||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||
Contingent reconciliation payment | $ 390 | ||||||||||
Stock issued during period shares ATM facilities | 133,299 | 321,288 | |||||||||
Stock issued during period value ATM facilities | $ 495 | $ 1,823 | |||||||||
Payments for commissions percentage | 3% | 3% | |||||||||
Deemed dividend on Series Z warrant modification | $ (1,791) | ||||||||||
Series Z Warrants [Member] | |||||||||||
Total warrants outstanding | 11,937,450 | 11,937,450 | 11,937,450 | ||||||||
Right to purchase shares | 795,830 | 795,830 | 795,830 | ||||||||
Exercise price | $ 24 | $ 24 | |||||||||
Warrants expire date | Apr. 30, 2025 | Apr. 30, 2025 | Apr. 30, 2025 | ||||||||
Deemed dividend on Series Z warrant modification | $ 1,791 | ||||||||||
Expected term | 1 year 4 months 28 days | ||||||||||
Dividend Yield | 0% | ||||||||||
Volatility Rate | 233% | ||||||||||
Risk Free Interest Rate | 4.79% | ||||||||||
Common Stock [Member] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | ||||||||||
Common stock, dividends shares | 321,288 | ||||||||||
Warrant exercise price | $ 0.37709668 | $ 0.37709668 | |||||||||
Series Z Warrants [Member] | |||||||||||
Number of warrants exercised | 0 | 0 | |||||||||
Subsequent Event [Member] | Series Z Warrants [Member] | |||||||||||
Warrant exercise price | $ 23.48 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||
Common stock, dividends shares | 3,331,771 | ||||||||||
Subsequent Event [Member] | Lucid Diagnostics Inc [Member] | |||||||||||
Common stock, dividends shares | 3,331,747 | 38 | |||||||||
Subsequent Event [Member] | Lucid Diagnostics Inc [Member] | Common Stock [Member] | |||||||||||
Common stock, dividends shares | 100 | ||||||||||
Broker [Member] | |||||||||||
Net proceeds due from broker | $ 291 | ||||||||||
April 2022 Senior Convertible Note and September 2022 Senior Convertible Note [Member] | |||||||||||
Convertible common stock shares issued upon conversion | 1,745,824 | 1,745,824 | |||||||||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ 6,083 | ||||||||||
Employee Stock Purchase Plan [Member] | |||||||||||
Number of common stock issued | 58,483 | ||||||||||
Research and Development Agreement [Member] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | ||||||||||
Minimum [Member] | |||||||||||
Reverse stock split | 1-for-5 | ||||||||||
Common stock, shares authorized | 50,000,000 | ||||||||||
Contractual consideration obligation | $ 750 | ||||||||||
Minimum [Member] | Series Z Warrants [Member] | |||||||||||
Exercise price | $ 0.52 | $ 0.52 | |||||||||
Minimum [Member] | Lucid Diagnostics Inc [Member] | |||||||||||
Warrant exercise price | 0.52 | 0.52 | |||||||||
Maximum [Member] | |||||||||||
Reverse stock split | 1-for-15 | ||||||||||
Common stock, shares authorized | 250,000,000 | ||||||||||
Maximum [Member] | Lucid Diagnostics Inc [Member] | |||||||||||
Warrant exercise price | $ 23.48 | $ 23.48 |
Schedule of Noncontrolling Inte
Schedule of Noncontrolling Interest of Stockholders' Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
NCI – equity | $ 20,615 | $ 17,752 |
Net loss attributable to NCI | (15,088) | (14,255) |
Impact of subsidiary equity transactions | (1,983) | 28 |
Lucid Diagnostics proceeds from issuance of preferred stock | 18,625 | |
Lucid Diagnostics proceeds from At-The-Market Facilities, net of deferred financing charges | 284 | 1,767 |
Lucid Diagnostics issuance of common stock for settlement of APA-RDx installment and termination payment | 713 | 653 |
Lucid Diagnostics issuance of common stock for settlement of vendor service agreement | 147 | |
Lucid Diagnostics 2018 Equity Plan stock option exercise | 695 | |
Lucid Diagnostics Employee Stock Purchase Plan Purchase | 551 | 109 |
Conversion of Lucid Diagnostics common stock for Senior Secured Convertible Debt | 167 | |
Stock-based compensation expense - Lucid Diagnostics 2018 Equity Plan | 5,762 | 13,859 |
Stock-based compensation expense - Veris Health 2021 Equity Plan | 20 | 7 |
NCI – equity | $ 29,813 | $ 20,615 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Mar. 15, 2024 | Mar. 13, 2024 | Feb. 15, 2024 | Jan. 26, 2024 | Jan. 15, 2024 | Oct. 17, 2023 | Mar. 07, 2023 | Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 12, 2024 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Common stock shares outstanding | 8,578,505 | 6,300,703 | |||||||||
Issuance of shares value | $ 1,824,000 | ||||||||||
Gross proceeds | $ 18,625,000 | ||||||||||
Veris Health Inc [Member] | Unrelated Third Parties [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Investment ownership percentage | 19.56% | ||||||||||
Veris Health Inc [Member] | Parent Company [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Investment ownership percentage | 80.44% | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Sale of stock, transaction value | $ 13,625,000 | ||||||||||
Lucid Series A-1 Preferred Stock [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Gross proceeds, sale of shares | $ 5,000,000 | ||||||||||
Series A-1 Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued, additional | 5,670 | 5,670 | |||||||||
Gross proceeds | $ 5,670,000 | $ 5,670,000 | |||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Dividend percentage | 8% | ||||||||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued, additional | 44,285 | ||||||||||
Gross proceeds, sale of shares | $ 18,100,000 | ||||||||||
Series A-1 and Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Conversion price | $ 1.2444 | ||||||||||
Lucid Series A and Lucid Series A-1 Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Outstanding shares, percentage | 100% | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued, additional | 13,625 | ||||||||||
Issuance of shares value | $ 1,000 | ||||||||||
Preferred shares conversion price | $ 1.394 | ||||||||||
Dividend percentage | 20% | ||||||||||
Series A1 Convertible Preferred Stock [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued, additional | 5,000 | ||||||||||
Preferred shares conversion price | $ 1.2592 | ||||||||||
Common Stock [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued, additional | 321,288 | ||||||||||
Issuance of shares value | $ 1,000 | ||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued, additional | 3,331,771 | ||||||||||
Received from payment of fees | $ 4,675,000 | ||||||||||
Lucid Diagnostics Inc [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Common stock shares issued | 42,329,864 | ||||||||||
Common stock shares outstanding | 42,329,864 | ||||||||||
Partners capital account units acquisitions | 31,302,420 | ||||||||||
Sale of stock, transaction value | $ 300,000 | ||||||||||
Sale of stock, sold | 230,068 | ||||||||||
Sale of stock, commission percenatge | 3% | ||||||||||
Lucid Diagnostics Inc [Member] | Subsequent Event [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Common stock, dividends shares | 3,331,747 | 38 | |||||||||
Lucid Diagnostics Inc [Member] | Maximum [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Sale of stock, transaction value | $ 6,500,000 | ||||||||||
Lucid Diagnostics Inc [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued, additional | 100 | ||||||||||
Veris Health Inc [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Common stock shares outstanding | 8,000,000 |
Schedule of Income Tax (Benefit
Schedule of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal, State and Local | ||
Federal | (16,789) | (24,265) |
State and Local | (19,323) | 11,124 |
Current and Deferred tax (benefit) expense | (36,112) | (13,141) |
Less: Valuation allowance reserve | 36,112 | 13,141 |
Income tax expense (benefit) |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21% | 21% |
U.S. state and local income taxes, net of federal benefit | 6.10% | 6.60% |
Permanent differences | (2.70%) | (1.00%) |
Tax credits | 2.20% | 1.30% |
Revaluation of state deferred taxes | (15.20%) | |
Federal deferred true-up | 5.80% | |
State deferred true-up | 13.20% | |
Valuation allowance | (45.60%) | (12.70%) |
Effective tax rate |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 67,786 | $ 37,032 |
Debt issue costs | 537 | 922 |
Stock-based compensation expense | 12,304 | 11,105 |
Lease liabilities | 1,266 | 836 |
Research and development expenditures | 8,234 | 6,193 |
Research and development tax credit carryforwards | 3,481 | 1,719 |
Accrued expenses | 385 | 311 |
Section 195 deferred start-up costs | 17 | 15 |
Depreciation & amortization | 800 | 221 |
Deferred tax assets | 94,810 | 58,354 |
Operating lease right-of-use assets | (1,194) | (850) |
Depreciation | ||
Patent licenses | ||
Deferred Tax Liabilities | (1,194) | (850) |
Deferred tax assets, net of deferred tax liabilities | 93,616 | 57,504 |
Less: valuation allowance | (93,616) | (57,504) |
Deferred tax assets, net after valuation allowance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Increase in deferred tax asset valuation allowance | $ 36,112 | $ 13,141 |
Net operating loss carryforward | 236,300 | 158,400 |
Operating loss carryforwards, subject to expiration | $ 13,800 | |
Statutory expiration description | statutory expiration dates commencing in 2037 | |
Operating loss carryforwards, not subject to expiration | $ 222,500 | |
State and Local NOL carryforwards | 260,000 | |
Estimated research and development tax credit carryforwards | 3,481 | $ 1,719 |
Research and Development Expense [Member] | ||
Estimated research and development tax credit carryforwards | $ 3,400 |
Schedule of Comparison of Basic
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Earnings Per Share [Abstract] | |||
Net loss - before noncontrolling interest | $ (79,263) | $ (103,238) | |
Net loss attributable to noncontrolling interest | 15,088 | 14,255 | |
Net loss - as reported, attributable to PAVmed Inc. | (64,175) | (88,983) | |
Deemed dividend on Series Z warrant modification | (1,791) | ||
Series B Convertible Preferred Stock dividends – earned | (304) | (281) | |
Net loss attributable to PAVmed Inc. common stockholders | $ (66,270) | $ (89,264) | |
Weighted average common shares outstanding, basic | [1] | 7,231,546 | 5,938,406 |
Weighted average common shares outstanding, diluted | [1] | 7,231,546 | 5,938,406 |
Net loss attributable to PAVmed Inc. common stockholders, basic | [1],[2] | $ (9.16) | $ (15.03) |
Net loss attributable to PAVmed Inc. common stockholders, diluted | [1],[2] | $ (9.16) | $ (15.03) |
[1] Reflects the Company’s 1-for-15 reverse stock split |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,145,830 | 1,712,365 |
Stock Options and Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,262,985 | 836,151 |
Series Z Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 795,830 | 795,830 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 87,015 | 80,384 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - 2014 Equity Plan [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Issue common stock - PAVM ATM Facility, shares | 60,057 | 33,391 |
Number of restricted stock awards | 6,666 | |
Number of restricted stock awards vested | 6,666 |