Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

Stock-Based Compensation

Note 13 — Stock-Based Compensation

PAVmed Inc. 2014 Long-Term Incentive Equity Plan

The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed Inc. 2014 Equity Plan”) is designed to enable PAVmed Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of PAVmed Inc. The types of awards that may be granted under the PAVmed Inc. 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 Inc. board of directors.

A total of 16,352,807 shares of common stock of PAVmed Inc. are reserved for issuance under the PAVmed Inc. 2014 Equity Plan, with 2,776,706 shares available for grant as of March 31, 2022. The share reservation is not diminished by a total of 600,854 PAVmed Inc. stock options and restricted stock awards granted outside the PAVmed Inc. 2014 Equity Plan as of March 31, 2022.

PAVmed Inc. 2014 Equity Plan - Stock Options

Stock options issued and outstanding under the PAVmed Inc. 2014 Equity Plan and including PAVmed stock options granted outside the plan is as follows:

	Number of Stock Options			Weighted Average Exercise Price		Remaining Contractual Term (Years)		Intrinsic Value(2)
Outstanding stock options at December 31, 2021		8,720,198		$	3.39		6.8	$	3,516
Granted(1)		3,109,350		$	1.67
Exercised		(237,499	)	$	1.02
Forfeited		(273,757	)	$	2.94
Outstanding stock options at March 31, 2022		11,318,292		$	2.98		7.1	$	439
Vested and exercisable stock options at March 31, 2022		6,519,615		$	3.08		5.4	$	428

(1)	Stock options granted under the PAVmed Inc. 2014 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, 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 Inc. common stock on each of March 31, 2022 and December 31, 2021 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price.

PAVmed Inc. 2014 Equity Plan - Restricted Stock Awards

A summary of PAVmed Inc. 2014 Equity Plan restricted stock award activity is as follows:

	Number of Stock Options			Weighted Average Grant Date Fair Value
Unvested restricted stock awards as of December 31, 2021		1,566,666		$	2.31
Granted		—			—
Vested		(466,666	)		1.06
Forfeited		(150,000	)		2.04
Unvested restricted stock awards as of March 31, 2022		950,000		$	2.97

Note 13 — Stock-Based Compensation - continued

Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan

The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc. 2018 Equity Plan”) is separate and apart from the PAVmed Inc. 2014 Equity Plan discussed above. The Lucid Diagnostics Inc. 2018 Equity Plan is designed to enable Lucid Diagnostics Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid Diagnostics Inc. The types of awards that may be granted under the Lucid Diagnostics Inc. 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 Inc. board of directors.

A total of 5,644,000 shares of common stock of Lucid Diagnostics Inc. are reserved for issuance under the Lucid Diagnostics Inc. 2018 Equity Plan, with 733,541 shares available for grant as of March 31, 2022, with the share reservation not diminished by a total of 473,300 Lucid Diagnostics Inc. stock options and restricted stock awards granted outside the Lucid Diagnostics Inc. 2018 Equity Plan.

Lucid Diagnostics Inc. 2018 Equity Plan - Stock Options

Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan and including Lucid Diagnostics options granted outside the plan is as follows:

	Number of Stock Options			Weighted Average Exercise Price		Remaining Contractual Term (Years)
Outstanding stock options at December 31, 2021		1,419,242		$	0.73		7.0
Granted(1)		1,760,000		$	4.16
Exercised		(253,889	)	$	0.74
Forfeited		(60,926	)	$	4.61
Outstanding stock options at March 31, 2022		2,864,427		$	2.75		6.9
Vested and exercisable stock options at March 31, 2022		1,277,026		$	0.99		3.3

⁽¹⁾   Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant.

Lucid Diagnostics Inc. 2018 Equity Plan – Restricted Stock Awards

A summary of Lucid Diagnostics Inc. 2018 Equity Plan restricted stock award activity is as follows:

	Number of Restricted Stock Awards		Weighted Average Grant Date Fair Value
Unvested restricted stock awards as of December 31, 2021		1,890,740	$	12.94
Granted		320,000		4.53
Vested		—		—
Forfeited		—		—
Unvested restricted stock awards as of March 31, 2022		2,210,740	$	11.07

On January 7, 2022, 320,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted stock awards having a single vesting date on January 7, 2025, and an aggregate grant date fair value of approximately $1.4 million, measured as the grant date closing price of Lucid Diagnostics Inc. common stock, with such aggregate estimated fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

Note 13 — Stock-Based Compensation - continued

Consolidated Stock-Based Compensation Expense

The consolidated stock-based compensation expense recognized by each of PAVmed Inc. and Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:

	Three Months Ended March 31,
	2022		2021
Sales and marketing expenses	$	625	$	202
General and administrative expenses		4,002		1,124
Research and development expenses		187		110
Total stock-based compensation expense	$	4,814	$	1,436

Stock-Based Compensation Expense Recognized by Lucid Diagnostics Inc.

As noted, the consolidated stock-based compensation expense presented above is inclusive of stock-based compensation expense recognized by Lucid Diagnostics Inc., inclusive of each of: stock options granted under the PAVmed Inc. 2014 Equity Plan to the three physician inventors of the intellectual property underlying the CWRU License Agreement (“Physician Inventors”) (as discussed above in Note 5, Related Party Transactions); and stock options and restricted stock awards granted to employees of PAVmed Inc. and non-employee consultants under the Lucid Diagnostics Inc. 2018 Equity Plan.

The stock-based compensation expense recognized by Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:

	Three Months Ended March 31,
	2022		2021
Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses	$	265	$	—
Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses		3,201		789
Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses		71		13
PAVmed Inc 2014 Equity Plan - sales and marketing expenses		175		—
PAVmed Inc 2014 Equity Plan - general and administrative expenses		68		—
PAVmed Inc 2014 Equity Plan - research and development expenses		55		3
Total stock-based compensation expense – recognized by Lucid Diagnostics Inc	$	3,835	$	805

Note 13 — Stock-Based Compensation - continued

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 Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, as discussed above, is as follows:

	Unrecognized Expense		Weighted Average Remaining Service Period (Years)
PAVmed Inc. 2014 Equity Plan
Stock Options	$	9,667		2.4
Restricted Stock Awards	$	1,796		1.4
Lucid Diagnostics Inc. 2018 Equity Plan
Stock Options	$	4,660		2.7
Restricted Stock Awards	$	14,080		1.3

Stock-based compensation expense recognized with respect to stock options granted under the PAVmed Inc. 2014 Equity Plan was based on a weighted average estimated fair value of such stock options of $1.22 per share and $2.79 per share during the periods ended March 31, 2022 and 2021, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

	Three Months Ended March 31,
	2022			2021
Expected term of stock options (in years)		5.8			5.7
Expected stock price volatility		87.7	%		75.0	%
Risk free interest rate		1.8	%		1.0	%
Expected dividend yield		—	%		—	%

Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $2.95 per share during the year ended March 31, 2022. There were no stock-based awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan during the period ended March 31, 2021. The stock-based compensation was calculated using the following weighted average Black-Scholes valuation model assumptions:

	Three Months Ended March 31,
	2022
Expected term of stock options (in years)		5.6
Expected stock price volatility		85.7	%
Risk free interest rate		1.7	%
Expected dividend yield		—	%

Note 13 — Stock-Based Compensation - continued

PAVmed Inc. Employee Stock Purchase Plan (“ESPP”)

A total of 194,240 shares and 203,480 shares of common stock of the Company were purchased for proceeds of approximately $217 and $304, on March 31, 2022 and 2021, respectively under the PAVmed Inc Employee Stock Purchase Plan (“PAVmed Inc ESPP”). The PAVmed Inc. ESPP has a total reservation of 3,010,690 shares of common stock of PAVmed Inc. of which 2,192,531 shares are available-for-issue as of March 31, 2022.

Lucid Diagnostics, Inc Employee Stock Purchase Plan (“ESPP”)

The Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid Diagnostics Inc ESPP”), initial six-month stock purchase period is April 1, 2022 to September 30, 2022. The Lucid Diagnostics Inc. ESPP share purchase dates are March 31 and September 30. The Lucid Diagnostics Inc. ESPP has a total reservation of 500,000 shares of common stock of Lucid Diagnostics Inc. for which all shares are available-for-issue as of March 31, 2022.