Note 11 - Preferred Stock	6 Months Ended
Jun. 30, 2026
Notes to Financial Statements
Preferred Stock [Text Block]	Note 11 — Preferred Stock As of June 30, 2026 and December 31, 2025, there were 1,591,209 and 1,529,389 shares of PAVmed Series B Convertible Preferred Stock, classified in permanent equity, issued and outstanding, respectively. PAVmed Series B Convertible Preferred Stock Dividends The Series B Convertible Preferred Stock is issued pursuant to the PAVmed 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 per share, no voting rights, a stated value of $3.00 per share, and was immediately convertible upon its issuance. At the holders’ election, 450 shares of Series B Convertible Preferred Stock are currently convertible into one share of common stock of the Company, subject to further adjustment for the effect of future stock dividends, stock splits or similar events affecting the Company’s common stock. The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash settle the Series B Convertible Preferred Stock. The PAVmed Series B Convertible Preferred Stock dividends are 8.0% per annum based on the $3.00 per share stated value of the Series B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors. Such dividends may be settled, at the discretion of the board of directors, through any combination of the issue of additional shares of Series B Convertible Preferred Stock, the issue shares of common stock of the Company, and /or cash payment. 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 condensed consolidated statement of operations, inclusive of $95 and $189 of such dividends earned in the three and six months ended June 30, 2026, respectively; and $88 and $175 of such dividends earned in the three and six months ended June 30, 2025, respectively. PAVmed Series B Convertible Preferred Stock Dividends Declared During the six months ended June 30, 2026, the Company’s board of directors declared an aggregate of approximately $185 of Series B Convertible Preferred Stock dividends, inclusive of $92 earned as of December 31, 2025; and $93 earned as of March 31, 2026, with such dividends settled by the issue of an additional aggregate 61,820 additional shares of Series B Convertible Preferred Stock, inclusive of 30,602 shares issued with respect to the dividends earned as of December 31, 2025; and 31,218 shares issued with respect to the dividends earned as of March 31, 2026. During the six months ended June 30, 2025, the Company’s board of directors declared an aggregate of approximately $171 of Series B Convertible Preferred Stock dividends, inclusive of $85 earned as of December 31, 2024; and $86 earned as of March 31, 2025, with such dividends settled by the issue of an additional aggregate 57,104 additional shares of Series B Convertible Preferred Stock, inclusive of 28,270 shares issued with respect to the dividends earned as of December 31, 2024; and 28,834 shares issued with respect to the dividends earned as of March 31, 2025. Subsequent to June 30, 2026, on July 28, 2026, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend, earned as of June 30, 2026, of $95, to be settled by the issue of 31,837 additional shares of Series B Convertible Preferred Stock. 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. PAVmed Series C Convertible Preferred Stock The Series C Preferred Stock was issued pursuant to the PAVmed Certificate of Designation of Preferences, Rights, and Limitations of Series C Convertible Preferred Stock (“Series C Convertible Preferred Stock Certificate of Designation”) and had a par value of $0.001 per share. Each share of Series C Preferred Stock had a stated value of $1,000 (plus the amount of any dividends thereon that are capitalized), and entitled the holder thereof to a preferred dividend at a rate of 7.875% per annum, payable quarterly in arrears. The Series C Preferred Stock was entitled to vote with the holders of shares of Common Stock, voting together as one class, on all matters in which the holders of the preferred shares were permitted to vote with the class of shares of Common Stock pursuant to applicable law, on an as-converted basis (subject to certain limitations, including the beneficial ownership limitation described below). The stated value of each share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, was convertible at any time, in whole or in part, at the holder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $32.04 per share, subject to certain adjustments (including as a result of voluntary conversion price reductions approved by the Company’s board). The Company also granted the holder of the Series C Preferred Stock the right, exercisable during the applicable waiver periods, to exchange up to $2.0 million per waiver period of Series C Preferred Stock for an equivalent increase in the principal amount of the September 2022 Senior Convertible Note (although no exchange elections were made under this provision during any of the waiver periods) (the “2025 Exchange Right”). The 2025 Exchange Right granted pursuant to the 2025 Waivers provided the holder with a substantive redemption feature outside of the Company’s control during the waiver period. As a result, during the applicable waiver periods, the affected Series C Preferred Stock no longer met the criteria for classification as permanent equity and was reclassified to mezzanine equity. The 2025 Exchange Right expired unexercised on November 30, 2025, at which time the Company reclassified the affected Series C Preferred Stock back to permanent equity. While the Series C Preferred Stock was outstanding, the Company's board approved from time to time a conversion price reduction in consideration of certain waivers. For each such conversion price reduction, the Company recognized the incremental value as a deemed dividend to the holder of the Series C Preferred Stock. In the aggregate, the Company recognized deemed dividend charges of $1,607 for the six months ended June 30, 2025, which increased net loss available to common stockholders on the consolidated statements of operations. The incremental fair value associated with the Series C Preferred Stock modifications was determined using Monte Carlo simulation models. The fair value of the conversion price reduction was estimated based on the adjusted conversion price of $12.00 and the applicable number of shares of the Company’s common stock issuable upon conversion, including the impact of any additional share allotments. The models utilized the following assumptions: a required rate of return of 14.5%, dividend yield of 0%, volatility of 40%, and risk-free rates ranging from 3.98% to 4.30%. The estimated fair value of the reduced conversion price was compared to the fair value of the conversion price immediately prior to each modification, which reflected a conversion price of $32.04 and incorporated the same required rate of return, dividend yield, expected volatility, and risk-free interest rate assumptions. The excess of the fair value of the modified conversion feature over the fair value immediately prior to the modification was recognized as a deemed dividend. During the year ended December 31, 2025, the Company elected to capitalize each of the quarterly dividends earned on its Series C Preferred Stock, which totaled $1,784 in the aggregate (including $879 as of June 30, 2025). As a result, the stated value increased from $1,000 to $1,080 over the same period. As of the date of redemption of all outstanding Series C Preferred Stock, February 3, 2026, the Company elected to capitalize earned dividends of $145. In the three and six months ended June 30, 2025, the Company issued 84,670 and 128,004 shares of our common stock in connection with the conversion of 1,000 and 1,520 shares of Series C Preferred Stock, respectively. In the six months ended June 30, 2026, the Company issued 433,546 shares of its common stock upon the conversion of 2,495 shares of Series C Preferred Stock with a carrying value of $1,387. Further, on February 3, 2026, concurrently with the Series D Preferred Stock Offering (as defined below), the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding and refinanced all $8,415 in principal and interest of its September 2022 Senior Convertible Note, in consideration of a cash payment to the holder thereof of approximately $22.3 million (which was made using proceeds from the sale of the Series D Preferred Stock), and the issuance of the 2026 Note with a principal amount of $15.0 million face value principal. PAVmed Series D Convertible Preferred Stock On February 3, 2026, the Company entered into subscription agreements with certain accredited investors (the “Series D Preferred Stock Investors”) and, pursuant to and concurrently with the execution of the Subscription Agreements, sold to the Series D Preferred Stock Investors, for an aggregate purchase price of $30 million (net $29.9 million after financing fees), (i) 30,000 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and (ii) warrants (the “Series D Preferred Stock Warrant”) to purchase an additional 30,000 shares of Series D Preferred Stock, with each investor receiving 100 shares of Series D Preferred Stock and a warrant to purchase 100 shares of Series D Preferred Stock for each $100 of its investment (the “Series D Preferred Stock Offering”). The initial conversion price of the Series D Preferred Stock is $6.50 per share, subject to adjustment in the event of stock splits, stock dividends, and similar transactions. The Series D Preferred Stock carried no stated dividends, but holders were able to participate in any distributions on an as-converted basis. Holders were entitled to vote together with common stockholders on an as-converted basis, subject to beneficial ownership and primary market limitations. In the event of liquidation, dissolution, winding up, or a deemed liquidation event, holders of Series D Preferred Stock were ranked pari passu with the Company’s Series B Preferred Stock. Upon a fundamental transaction, holders were entitled to receive the same kind and amount of consideration as holders of common stock on an as-converted basis, including any election rights available to common stockholders. The Series D Preferred Stock was initially convertible into shares of the Company’s common stock upon receipt of shareholder approval required under Nasdaq rules related to issuances in excess of certain ownership thresholds. Prior to shareholder approval, the Series D Preferred Stock was contingently redeemable upon the occurrence of certain events outside the control of the Company and was therefore classified as temporary equity. The Series D Preferred Stock Warrants were initially classified as liabilities and recorded at fair value, with subsequent changes in fair value recognized in the Company's unaudited condensed consolidated statements of operations, because the underlying Series D Preferred Stock was contingently redeemable prior to shareholder approval. Upon issuance, the Company allocated $13,518 of the proceeds to the Series D Preferred Stock Warrants based on their fair value as determined using a Black-Scholes valuation model, with the residual $16,482 allocated to the Series D Preferred Stock and recorded within temporary equity. On March 27, 2026, PAVmed's shareholders approved the conversion of the Series D Preferred Stock into shares of the Company's common stock. Upon shareholder approval, the redemption feature ceased to apply and was superseded by the mandatory conversion feature. Accordingly, the Series D Preferred Stock was determined to be permanent equity. Promptly following such approval, on the same date, all outstanding shares of Series D Preferred Stock, with a carrying value of $16,392, were converted in full into 4,615,393 shares of the Company's common stock at the applicable conversion price. Notwithstanding the conversion of the Series D Preferred Stock into shares of our common stock, the Series D Preferred Stock Warrants remain outstanding. Upon the publication by Molecular Diagnostic Services Program (MolDx) of a draft local coverage determination that EsoGuard will be covered by Medicare, the Series D Preferred Stock Warrant will be callable by the Company effectively at a price of $0.001 per warrant share. The Company may send written notice to the holders after such condition has been satisfied and, after receipt of such notice, the holders will have 30 days to exercise the warrants. The Series D Warrants expire on February 3, 2031. Following stockholder approval and the mandatory conversion of Series D Preferred Stock into common stock, any shares of Series D Preferred Stock issuable upon exercise of the warrants would automatically convert into shares of common stock at $6.50 per share. As a result, the Company reassessed and determined that the warrants qualify for equity classification because settlement is within the Company's control and the warrants are effectively exercisable for a fixed number of shares of common stock. Immediately prior to the warrants qualifying equity classification, the Company remeasured the warrant liability to its final fair value of $11,687 using a Black-Scholes valuation model. As a result, the Company recognized a gain of $1,831 in the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026. Upon reclassification, the Company transferred the final fair value of the warrant liability of $11,687 to additional paid-in capital. Subsequent changes in fair value are no longer recognized. The fair value of the warrant liability was measured using a Black-Scholes valuation model and was classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Significant assumptions used in the valuations included a stock price of $9.57 at issuance and $8.67 at the reclassification date, an effective exercise price of $6.50, expected volatility of 40.0%, a risk-free interest rate ranging from 3.76% - 3.97%, expected terms of 5.0 years at issuance and 4.86 years at the reclassification date, and a dividend yield of 0.0%.

Note 11 - Preferred Stock

6 Months Ended

Jun. 30, 2026

Note 11 — Preferred Stock

As of June 30, 2026 and December 31, 2025, there were 1,591,209 and 1,529,389 shares of PAVmed Series B Convertible Preferred Stock, classified in permanent equity, issued and outstanding, respectively.

PAVmed Series B Convertible Preferred Stock Dividends

The Series B Convertible Preferred Stock is issued pursuant to the PAVmed 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 per share, no voting rights, a stated value of $3.00 per share, and was immediately convertible upon its issuance. At the holders’ election, 450 shares of Series B Convertible Preferred Stock are currently convertible into one share of common stock of the Company, subject to further adjustment for the effect of future stock dividends, stock splits or similar events affecting the Company’s common stock. The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash settle the Series B Convertible Preferred Stock.

The PAVmed Series B Convertible Preferred Stock dividends are 8.0% per annum based on the $3.00 per share stated value of the Series B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors. Such dividends may be settled, at the discretion of the board of directors, through any combination of the issue of additional shares of Series B Convertible Preferred Stock, the issue shares of common stock of the Company, and /or cash payment.

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 condensed consolidated statement of operations, inclusive of $95 and $189 of such dividends earned in the three and six months ended June 30, 2026, respectively; and $88 and $175 of such dividends earned in the three and six months ended June 30, 2025, respectively.

PAVmed Series B Convertible Preferred Stock Dividends Declared

During the six months ended June 30, 2026, the Company’s board of directors declared an aggregate of approximately $185 of Series B Convertible Preferred Stock dividends, inclusive of $92 earned as of December 31, 2025; and $93 earned as of March 31, 2026, with such dividends settled by the issue of an additional aggregate 61,820 additional shares of Series B Convertible Preferred Stock, inclusive of 30,602 shares issued with respect to the dividends earned as of December 31, 2025; and 31,218 shares issued with respect to the dividends earned as of March 31, 2026.

During the six months ended June 30, 2025, the Company’s board of directors declared an aggregate of approximately $171 of Series B Convertible Preferred Stock dividends, inclusive of $85 earned as of December 31, 2024; and $86 earned as of March 31, 2025, with such dividends settled by the issue of an additional aggregate 57,104 additional shares of Series B Convertible Preferred Stock, inclusive of 28,270 shares issued with respect to the dividends earned as of December 31, 2024; and 28,834 shares issued with respect to the dividends earned as of March 31, 2025.

Subsequent to June 30, 2026, on July 28, 2026, the Company’s board of directors declared a PAVmed Series B Convertible Preferred Stock dividend, earned as of June 30, 2026, of $95, to be settled by the issue of 31,837 additional shares of Series B Convertible Preferred Stock.

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.

PAVmed Series C Convertible Preferred Stock

The Series C Preferred Stock was issued pursuant to the PAVmed Certificate of Designation of Preferences, Rights, and Limitations of Series C Convertible Preferred Stock (“Series C Convertible Preferred Stock Certificate of Designation”) and had a par value of $0.001 per share. Each share of Series C Preferred Stock had a stated value of $1,000 (plus the amount of any dividends thereon that are capitalized), and entitled the holder thereof to a preferred dividend at a rate of 7.875% per annum, payable quarterly in arrears. The Series C Preferred Stock was entitled to vote with the holders of shares of Common Stock, voting together as one class, on all matters in which the holders of the preferred shares were permitted to vote with the class of shares of Common Stock pursuant to applicable law, on an as-converted basis (subject to certain limitations, including the beneficial ownership limitation described below).

The stated value of each share of Series C Preferred Stock, plus accrued and unpaid dividends thereon, was convertible at any time, in whole or in part, at the holder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $32.04 per share, subject to certain adjustments (including as a result of voluntary conversion price reductions approved by the Company’s board).

The Company also granted the holder of the Series C Preferred Stock the right, exercisable during the applicable waiver periods, to exchange up to $2.0 million per waiver period of Series C Preferred Stock for an equivalent increase in the principal amount of the September 2022 Senior Convertible Note (although no exchange elections were made under this provision during any of the waiver periods) (the “2025 Exchange Right”). The 2025 Exchange Right granted pursuant to the 2025 Waivers provided the holder with a substantive redemption feature outside of the Company’s control during the waiver period. As a result, during the applicable waiver periods, the affected Series C Preferred Stock no longer met the criteria for classification as permanent equity and was reclassified to mezzanine equity. The 2025 Exchange Right expired unexercised on November 30, 2025, at which time the Company reclassified the affected Series C Preferred Stock back to permanent equity.

While the Series C Preferred Stock was outstanding, the Company's board approved from time to time a conversion price reduction in consideration of certain waivers. For each such conversion price reduction, the Company recognized the incremental value as a deemed dividend to the holder of the Series C Preferred Stock. In the aggregate, the Company recognized deemed dividend charges of $1,607 for the six months ended June 30, 2025, which increased net loss available to common stockholders on the consolidated statements of operations. The incremental fair value associated with the Series C Preferred Stock modifications was determined using Monte Carlo simulation models. The fair value of the conversion price reduction was estimated based on the adjusted conversion price of $12.00 and the applicable number of shares of the Company’s common stock issuable upon conversion, including the impact of any additional share allotments. The models utilized the following assumptions: a required rate of return of 14.5%, dividend yield of 0%, volatility of 40%, and risk-free rates ranging from 3.98% to 4.30%. The estimated fair value of the reduced conversion price was compared to the fair value of the conversion price immediately prior to each modification, which reflected a conversion price of $32.04 and incorporated the same required rate of return, dividend yield, expected volatility, and risk-free interest rate assumptions. The excess of the fair value of the modified conversion feature over the fair value immediately prior to the modification was recognized as a deemed dividend.

During the year ended December 31, 2025, the Company elected to capitalize each of the quarterly dividends earned on its Series C Preferred Stock, which totaled $1,784 in the aggregate (including $879 as of June 30, 2025). As a result, the stated value increased from $1,000 to $1,080 over the same period. As of the date of redemption of all outstanding Series C Preferred Stock, February 3, 2026, the Company elected to capitalize earned dividends of $145.

In the three and six months ended June 30, 2025, the Company issued 84,670 and 128,004 shares of our common stock in connection with the conversion of 1,000 and 1,520 shares of Series C Preferred Stock, respectively. In the six months ended June 30, 2026, the Company issued 433,546 shares of its common stock upon the conversion of 2,495 shares of Series C Preferred Stock with a carrying value of $1,387. Further, on February 3, 2026, concurrently with the Series D Preferred Stock Offering (as defined below), the Company redeemed all 16,962 shares of Series C Preferred Stock outstanding and refinanced all $8,415 in principal and interest of its September 2022 Senior Convertible Note, in consideration of a cash payment to the holder thereof of approximately $22.3 million (which was made using proceeds from the sale of the Series D Preferred Stock), and the issuance of the 2026 Note with a principal amount of $15.0 million face value principal.

PAVmed Series D Convertible Preferred Stock

On February 3, 2026, the Company entered into subscription agreements with certain accredited investors (the “Series D Preferred Stock Investors”) and, pursuant to and concurrently with the execution of the Subscription Agreements, sold to the Series D Preferred Stock Investors, for an aggregate purchase price of $30 million (net $29.9 million after financing fees), (i) 30,000 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and (ii) warrants (the “Series D Preferred Stock Warrant”) to purchase an additional 30,000 shares of Series D Preferred Stock, with each investor receiving 100 shares of Series D Preferred Stock and a warrant to purchase 100 shares of Series D Preferred Stock for each $100 of its investment (the “Series D Preferred Stock Offering”). The initial conversion price of the Series D Preferred Stock is $6.50 per share, subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

The Series D Preferred Stock carried no stated dividends, but holders were able to participate in any distributions on an as-converted basis. Holders were entitled to vote together with common stockholders on an as-converted basis, subject to beneficial ownership and primary market limitations. In the event of liquidation, dissolution, winding up, or a deemed liquidation event, holders of Series D Preferred Stock were ranked pari passu with the Company’s Series B Preferred Stock. Upon a fundamental transaction, holders were entitled to receive the same kind and amount of consideration as holders of common stock on an as-converted basis, including any election rights available to common stockholders.

The Series D Preferred Stock was initially convertible into shares of the Company’s common stock upon receipt of shareholder approval required under Nasdaq rules related to issuances in excess of certain ownership thresholds. Prior to shareholder approval, the Series D Preferred Stock was contingently redeemable upon the occurrence of certain events outside the control of the Company and was therefore classified as temporary equity.

The Series D Preferred Stock Warrants were initially classified as liabilities and recorded at fair value, with subsequent changes in fair value recognized in the Company's unaudited condensed consolidated statements of operations, because the underlying Series D Preferred Stock was contingently redeemable prior to shareholder approval. Upon issuance, the Company allocated $13,518 of the proceeds to the Series D Preferred Stock Warrants based on their fair value as determined using a Black-Scholes valuation model, with the residual $16,482 allocated to the Series D Preferred Stock and recorded within temporary equity.

On March 27, 2026, PAVmed's shareholders approved the conversion of the Series D Preferred Stock into shares of the Company's common stock. Upon shareholder approval, the redemption feature ceased to apply and was superseded by the mandatory conversion feature. Accordingly, the Series D Preferred Stock was determined to be permanent equity. Promptly following such approval, on the same date, all outstanding shares of Series D Preferred Stock, with a carrying value of $16,392, were converted in full into 4,615,393 shares of the Company's common stock at the applicable conversion price.

Notwithstanding the conversion of the Series D Preferred Stock into shares of our common stock, the Series D Preferred Stock Warrants remain outstanding. Upon the publication by Molecular Diagnostic Services Program (MolDx) of a draft local coverage determination that EsoGuard will be covered by Medicare, the Series D Preferred Stock Warrant will be callable by the Company effectively at a price of $0.001 per warrant share. The Company may send written notice to the holders after such condition has been satisfied and, after receipt of such notice, the holders will have 30 days to exercise the warrants. The Series D Warrants expire on February 3, 2031.

Following stockholder approval and the mandatory conversion of Series D Preferred Stock into common stock, any shares of Series D Preferred Stock issuable upon exercise of the warrants would automatically convert into shares of common stock at $6.50 per share. As a result, the Company reassessed and determined that the warrants qualify for equity classification because settlement is within the Company's control and the warrants are effectively exercisable for a fixed number of shares of common stock.

Immediately prior to the warrants qualifying equity classification, the Company remeasured the warrant liability to its final fair value of $11,687 using a Black-Scholes valuation model. As a result, the Company recognized a gain of $1,831 in the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026. Upon reclassification, the Company transferred the final fair value of the warrant liability of $11,687 to additional paid-in capital. Subsequent changes in fair value are no longer recognized.

The fair value of the warrant liability was measured using a Black-Scholes valuation model and was classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Significant assumptions used in the valuations included a stock price of $9.57 at issuance and $8.67 at the reclassification date, an effective exercise price of $6.50, expected volatility of 40.0%, a risk-free interest rate ranging from 3.76% - 3.97%, expected terms of 5.0 years at issuance and 4.86 years at the reclassification date, and a dividend yield of 0.0%.