Noncontrolling Interest

12 Months Ended

Dec. 31, 2021

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:

	Year Ended December 31,
	2021			2020
NCI – equity (deficit) – beginning of period	$	(2,369	)	$	(814	)
Investment in Veris Health Inc.		6			—
Net loss attributable to NCI – Lucid Diagnostics Inc.		(5,280	)		(1,503	)
Net loss attributable to NCI – Solys Diagnostics Inc.		(34	)		(109	)
Net loss attributable to NCI – Veris Health Inc.		(465	)		—
Impact of subsidiary equity transactions		16,760			—
Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise		—			5
Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan		9,134			52
NCI – equity (deficit) – end of period	$	17,752		$	(2,369	)

The consolidated NCI presented above is with respect to the Company’s consolidated majority-owned subsidiaries, inclusive of: Lucid Diagnostics Inc. and Solys Diagnostics Inc., as a component of consolidated total stockholders’ equity as of December 31, 2021 and December 31, 2020, and the recognition of a net loss attributable to the NCI in the consolidated statement of operations for the years ended December 31, 2021 and 2020; and Veris Health Inc. as a component of consolidated total stockholders’ equity as of December 31, 2021, and the recognition of a net loss attributable to the NCI in the consolidated statement of operations for the period May 28, 2021 (inception date) to December 31, 2021.

Lucid Diagnostics Inc.

As of December 31, 2021 there were 34,917,907 shares of common stock of Lucid Diagnostics Inc. issued and outstanding, of which, PAVmed Inc. holds 27,927,190 shares, representing a majority ownership equity interest and a controlling financial interest in Lucid Diagnostics Inc., and accordingly, Lucid Diagnostics Inc. is a consolidated majority-owned subsidiary of PAVmed Inc.

Effective October 6, 2021, the Lucid Diagnostics Inc. board of directors declared a 1.411-to-1.0 common stock-split. The number of shares of common stock of Lucid Diagnostics Inc. and the stock options and restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan, and the respective exercise and /or conversion price per share, for all periods presented, as applicable, have been adjusted for such common stock-split.

On October 13, 2021, Lucid Diagnostics Inc. issued 15,803,200 shares of its common stock to PAVmed Inc. upon the election by PAVmed Inc. to convert the $22.4 million face value principal under the terms of a Senior Unsecured Promissory Note, dated June 1, 2021. The Senior Unsecured Promissory Note was issued by Lucid Diagnostics Inc. to PAVmed Inc. with a face value principal of $22,400,000, an annual interest rate of 7.875%, and a maturity date of May 18, 2028. The Senior Unsecured Promissory Note replaced the $22.4 million aggregate outstanding and payable balance of the intercompany Due To: PAVmed Inc. as of June 1, 2021. The Senior Unsecured Promissory Note provided for the partial or full repayment of the face value principal and accrued but unpaid interest thereon by the issue of shares of Lucid Diagnostics Inc. common stock, at the election of PAVmed Inc., at a conversion price of $1.42 per share of Lucid Diagnostics Inc. common stock (with such number of such shares and the conversion price adjusted for the Lucid Diagnostics Inc. 1.411-to-1.0 common stock split effective October 6, 2021 as discussed above).

On October 14, 2021, Lucid Diagnostics Inc. completed an initial public offering (“IPO”) of its common stock under an effective registration statement on Form S-1 (SEC File No. 333-259721), wherein a total of 5.0 million shares of common stock were issued, inclusive of 571,428 issued to PAVmed Inc., at an IPO offering price of $14.00 per share, resulting gross proceeds to Lucid Diagnostics Inc. of $70.0 million, before underwriting fees of $4.9 million, and approximately $0.7 million of offering costs incurred by Lucid Diagnostics Inc.

Note 17 — Noncontrolling Interest - continued

Veris Health Inc.

As of December 31, 2021, there were 8,000,000 shares of common stock of Veris Health Inc. issued and outstanding, of which PAVmed Inc. holds an 80.44% majority-interest ownership and has a controlling financial interest, with the remaining 19.56% minority-interest ownership held by an unrelated third-party. Accordingly, Veris Health Inc. is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity in the consolidated balance sheet as of December 31, 2021 along with the recognition of a net loss attributable to the NCI in the consolidated statement of operations for the period of May 28, 2021 to December 31, 2021, upon its formation and contemporaneous acquisition of Oncodisc Inc., as such the acquisition is discussed in Note 6, Acquisitions, subsection: Oncodisc Inc.

Solys Diagnostics Inc.

As of each of December 31, 2021 and December 31, 2020, there were 9,189,190 shares of common stock of Solys Diagnostics Inc. issued and outstanding, of which PAVmed Inc. holds a 90.3235% majority-interest ownership and has a controlling financial interest, with the remaining 9.6765% minority-interest ownership held by unrelated third parties. Accordingly, Solys Diagnostics Inc. is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity in the consolidated balance sheet as of December 31, 2021 and December 31, 2020, along with the recognition of a net loss attributable to the NCI in the consolidated statement of operations for the years ended December 31, 2021 and 2020.