10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to          

Commission File Number: 001-37685

PAVMED INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	47-1214177
(State or Other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification No.)

One Grand Central Place
Suite 4600
New York, NY	10165
(Address of Principal Executive Offices)	(Zip Code)

(212) 949-4319 

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes xNo ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer¨
Non-accelerated filer ¨   (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of May 6, 2016 there were 13,310,000 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

EXPLANATORY NOTE

The purpose of this amendment on Form 10-Q/A to PAVmed Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 11, 2016 (“Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q, as required by Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in Form 10-Q.

Item 6.  Exhibits.

Exhibit No.	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Previously filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PAVmed Inc.
Date: May 20, 2016	By:	/s/ Richard F. Fitzgerald
		Richard F. Fitzgerald, Chief Financial Officer
		(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares

3 Months Ended

Mar. 31, 2016

May. 06, 2016

Document And Entity Information [Abstract]

Entity Registrant Name

PAVmed Inc.

Entity Central Index Key

0001624326

Trading Symbol

pavmu

Current Fiscal Year End Date

--12-31

Entity Filer Category

Smaller Reporting Company

Entity Common Stock, Shares Outstanding

13,310,000

Document Type

10-Q/A

Document Period End Date

Mar. 31, 2016

Amendment Flag

true

Amendment Description

The purpose of this amendment on Form 10-Q/A to PAVmed Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 11, 2016 ("Form 10-Q"), is solely to furnish Exhibit 101 to the Form 10-Q, as required by Rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in Form 10-Q.

Document Fiscal Year Focus

2016

Document Fiscal Period Focus

Q1

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 236,052	$ 767,268
Prepaid fees to related party	25,000
Prepaid expenses and other current assets	65,850	$ 8,761
Total Current Assets	326,902	$ 776,029
Equipment, net	12,396
Deferred offering costs	441,999	$ 438,061
TOTAL ASSETS	781,297	1,214,090
CURRENT LIABILITIES:
Accounts payable	359,648	165,321
Accrued expenses	484,611	414,851
Total Current Liabilities	$ 844,259	$ 580,172
COMMITMENTS AND CONTINGENCIES (NOTE 8)
STOCKHOLDERS' (DEFICIT) EQUITY:
Preferred stock, par value $0.001; 20,000,000 shares authorized; no shares issued and outstanding at March 31, 2016 and December 31, 2015
Common stock, par value $0.001; 50,000,000 shares authorized; 12,250,000 and 12,250,000 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively	$ 12,250	$ 12,250
Additional paid-in capital	2,672,652	2,672,652
Accumulated deficit	(2,747,864)	(2,050,984)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY	(62,962)	633,918
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$ 781,297	$ 1,214,090

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	12,250,000	12,250,000
Common stock, shares outstanding	12,250,000	12,250,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Revenues
Formation and operating costs	$ 517,739	$ 130,337
Research and development costs	179,141	16,000
Total operating expenses	696,880	146,337
Net loss	$ (696,880)	$ (146,337)
Net loss per common share - basic and diluted (in dollars per share)	$ (0.06)	$ (0.01)
Weighted average common shares - basic and diluted (in shares)	12,250,000	10,856,371

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net loss	$ (696,880)	$ (146,337)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	$ 132
Expense attributable to contributed services		100,000
Changes in operating assets and liabilities:
Prepaid fees to related party	$ (25,000)
Prepaid expenses and other current assets	(57,089)	(6,294)
Accounts payable	190,389	$ (4,959)
Accrued expenses	69,760
Net cash used in operating activities	(518,688)	$ (57,590)
Cash flows from investing activities:
Purchase of equipment	(12,528)
Net cash used in investing activities	$ (12,528)
Cash flows from financing activities:
Payment of deferred offering costs		$ (52,284)
Net cash used in financing activities		(52,284)
Net decrease in cash	$ (531,216)	(109,874)
Cash, beginning of period	767,268	839,077
Cash, end of period	$ 236,052	$ 729,203

XML

Organization and Plan of Business Operations

3 Months Ended

Mar. 31, 2016

Organization And Plan Of Business Operations [Abstract]

Organization and Plan of Business Operations

Note 1 — Organization and Plan of Business Operations

PAVmed Inc. (“PAVmed” or the “Company”) was organized under the laws of the State of Delaware on June 26, 2014 originally under the name of PAXmed Inc. On April 19, 2015, the Company changed its name to its current name, PAVmed Inc. The Company operates in one segment as a medical device company organized to advance a broad pipeline of innovative medical technologies from concept to commercialization using a business model focused on capital and time efficiency.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Since inception, the Company has incurred losses and negative cash flows from operations. During the three months ended March 31, 2016, the Company incurred a net loss of  $696,880. At March 31, 2016, the Company had an accumulated deficit of  $2,747,864 and does not expect to experience positive cash flows in the near future. The Company has financed its operations to date primarily through private placements of equity securities and its initial public offering (“IPO”) described below. The Company’s ability to continue to meet its obligations and to achieve its business objectives is dependent upon, among other things, raising additional capital, obtaining regulatory clearance, commercializing its products, generating sufficient revenue and its ability to continue to control expenses, if necessary, to meet its obligations as they become due for the foreseeable future. Failure to obtain regulatory clearance, commercialize its product candidates, manage discretionary expenditures or raise additional financing, as required, may adversely impact the Company’s ability to achieve its intended business objectives.

Initial Public Offering

On January 29, 2016, the Company’s registration statement on Form S-1 (File No. 333-203569) relating to its IPO of up to 1,200,000 units became effective. Each unit offered in the IPO consisted of one share of common stock and one warrant and the units were sold at an offering price of  $5.00 per unit. The IPO closed on April 28, 2016. The Company sold 1,060,000 units in the IPO generating gross proceeds of  $5.3 million and approximately $4.35 million of net proceeds, net of underwriting discounts and commissions and offering expenses. The warrants issued in the IPO are exercisable commencing October 28, 2016 and expire on January 29, 2022 or earlier upon redemption. Each warrant has an exercise price of  $5.00. Upon consummation of the IPO, the Company’s 9,560,296 outstanding warrants converted into identical warrants issued in the IPO.

In connection with the consummation of the IPO, the units were approved for listing on the Nasdaq Capital Market, or Nasdaq, under the symbol “PAVMU”. The common stock and warrants comprising the units will begin separate trading on July 27, 2016 under the symbols “PAVM” and “PAVMW”, respectively.

Stock Split Effected in the Form of a Stock Dividend

On September 21, 2015, the Company’s Board of Directors declared a 2.7872582-for-1 stock split to be effected in the form of a stock dividend. All basic and diluted earnings per share, average shares outstanding information and all applicable footnotes have been adjusted to reflect the aforementioned stock split. The number of authorized shares of common stock and preferred stock were not impacted by this split and remain at 50,000,000 and 20,000,000 shares, respectively.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2015 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the Company’s financial information.

The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any other future year.

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and related notes thereto as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC.

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies, other than the adoption of a policy for equipment as noted below.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Basis of Consolidation

The accompanying condensed consolidated interim financial statements include the accounts of PAVmed and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and resulting gain or loss, if any, is reflected in operations.

The useful lives of equipment are as follows:

Research and development equipment  5 years

Computer equipment   3 years

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets, including equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. The Company has not recorded impairment of any long-lived assets in the periods presented.

Reclassification

Certain previously reported amounts have been reclassified to conform to the presentation used in the condensed consolidated financial statements for the three months ended March 31, 2016, including adjusting the weighted average shares outstanding to reflect the September 21, 2015, 2.7872582-for-1 stock split as of March 31, 2015.

Recent Accounting Pronouncements

In May 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (“ASU 2016-11”). The amendments in ASU 2016-11 rescind certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities — Oil and Gas, effective upon adoption of Topic 606. Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606: (a) Revenue and Expense Recognition for Freight Services in Process (b) Accounting for Shipping and Handling Fees and Costs, (c) Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor’s Products) (d) Accounting for Gas-Balancing Arrangements (that is, use of the “entitlements method”). In addition, as a result of the amendments in Update 2014-16, the SEC staff is rescinding its SEC Staff Announcement, “Determining the Nature of a Host Contract Related to a Hybrid Instrument Issued in the Form of a Share under Topic 815,” effective concurrently with Update 2014-16. The Company is currently evaluating the impact of this guidance on its consolidated financial position, results of operations and cash flows.

In April 2016, the FASB issued Accounting Standards Update 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”). The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the impact of this guidance on its consolidated financial position, results of operations and cash flows.

In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for the Company beginning January 1, 2017, although early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial position, results of operations and cash flows.

In March 2016, the FASB issued Accounting Standards Update 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”). The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the impact of this guidance on its consolidated financial position, results of operations and cash flows.

JOBS Act Accounting Election

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

XML

Prepaid expenses and other current assets

3 Months Ended

Mar. 31, 2016

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid expenses and other current assets

Note 3 — Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following as of:

	March 31,  2016			December 31,  2015
Security deposits		$	41,750		$	—
Prepaid insurance			24,100			—
Advanced payments to suppliers			—			8,761
Total prepaid expenses and other current assets		$	65,850		$	8,761

XML

Equipment, Net

3 Months Ended

Mar. 31, 2016

Property, Plant and Equipment [Abstract]

Equipment, Net

Note 4 — Equipment, Net

Equipment, net consisted of the following as of:

​	March 31,  2016			December 31,  2015
Research and development equipment	​	$	10,156	​	$	—
Computer equipment	​	​	2,372	​	​	—
Total property, plant and equipment	​	​	12,528	​	​	—
Less: accumulated depreciation	​	​	(132)	​	​	—
Total equipment, net	​	$	12,396	​	$	—

Depreciation expense for the three months ended March 31, 2016 was $132 and no depreciation expense was incurred during the three months ended March 31, 2015.

XML

Accrued Expenses

3 Months Ended

Mar. 31, 2016

Accrued Liabilities [Abstract]

Accrued Expenses

Note 5 — Accrued Expenses

Accrued expenses consisted of the following for the periods indicated:

​	March 31,  2016			December 31,  2015
Chief Executive Officer contributed services deemed payable	​	$	240,000	​	$	240,000
Bonus payable	​	​	124,583	​	​	124,583
Accrued professional fees	​	​	64,300	​	​	36,000
Accrued vacation payable	​	​	14,698	​	​	5,879
Accrued other	​	​	41,030	​	​	8,389
Total accrued expenses	​	$	484,611	​	$	414,851

XML

Income Taxes

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Note 6 — Income Taxes

For the three months ended March 31, 2016 and 2015, the Company did not record a current or deferred income tax expense or benefit. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of March 31, 2016 and December 31, 2015.

XML

Related Party Transactions

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

Related Party Transactions

Note 7 — Related Party Transactions

HCP/Advisors LLC

Effective as of October 27, 2015, the Company entered into a three-year management services agreement with HCP/Advisors LLC, an affiliate of a director of the Company, which replaced a prior contemplated management services agreement with HCFP LLC, another affiliate of the director and certain other officers and directors of the Company. Pursuant to the HCP/Advisors LLC agreement, such entity has agreed to provide the Company with certain management services, including without limitation identifying potential corporate opportunities, providing certain financial and accounting resources, general business development, corporate development, corporate governance, marketing strategy, strategic development and planning, coordination with service providers and other advisory services as may be mutually agreed upon. The Company has agreed to pay HCP/Advisors LLC an initial monthly fee of $35,000 commencing as of November 1, 2015 and thereafter a monthly fee of  $25,000. The Company incurred $75,000 of fees under this agreement during the three months ended March 31, 2016. At March 31, 2016, $25,000 of fees for April 2016 services were prepaid to HCP/Advisors LLC.

Pavilion Holdings Group LLC

The Company has determined not to enter into the previously disclosed management services agreement (the “Proposed Agreement”) between the Company and Pavilion Holdings Group LLC, an affiliate of Lishan Aklog, M.D., Michael J. Glennon and Brian J. deGuzman, M.D. The Proposed Agreement had been expected to commence on the date the Company’s IPO was consummated. Notwithstanding that the Proposed Agreement was not executed, the Company expects that Mr. Glennon and Dr. deGuzman will continue to serve as the Company’s Vice Chairman and Chief Medical Officer, respectively, and will provide the Company with such other advisory and consulting services as are reasonably requested by the Company, as had been contemplated under the Proposed Agreement. The Company anticipates that it will enter into an agreement or agreements confirming these arrangements with Mr. Glennon and Dr. deGuzman and establishing compensation for their services by the third quarter of 2016.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8 — Commitments and Contingencies

Chief Executive Officer Employment Agreement

Effective November 1, 2014, the Company entered into an employment agreement with its Chief Executive Officer (the “CEO Employment Agreement”) for a five-year term with a base salary of $240,000 per year, and a guaranteed bonus beginning on January 1 of each year beginning on January 1, 2016 equal to 50% of his base salary. The Chief Executive Officer will also be eligible to earn annual performance bonuses meeting certain objectives as determined by the Board of Directors; provided, however, that the base salary and guaranteed bonus was to be paid only upon, and subject to, the consummation of the IPO. The CEO Employment Agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than without “cause” or by the Chief Executive Officer with “good reason.”

Effective November 1, 2015, the Company amended the CEO Employment Agreement, increasing the base salary from $240,000 to $295,000 per year commencing on November 1, 2015; provided, however, that the base salary from November 1, 2014 to October 31, 2015 of  $240,000 (“Contingent Salary”) was to be paid only upon, and subject to, the consummation of the IPO. As of March 31, 2016 and December 31, 2015, the Company determined the likelihood of the IPO was probable and, therefore, a liability was recognized in the accompanying condensed consolidated balance sheets for the Contingent Salary and guaranteed 50% bonus.

Chief Financial Officer Employment Agreement

Effective as of October 8, 2015, the Company entered into a two-year employment agreement with its Chief Financial Officer (the “CFO Employment Agreement”) with a base salary of  $275,000 per year. The Chief Financial Officer will be eligible to earn annual performance bonuses meeting certain objectives as determined by the Board of Directors. Upon the consummation of the IPO, the Chief Financial Officer was also granted an option to purchase 125,000 shares of the Company’s common stock with an exercise price equal to $5.00 per share. The Company also agreed to reimburse up to $2,200 per month to cover temporary housing and travel expenses for up to 12 months and to reimburse additional relocation expenses in the future. The CFO Employment Agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than without “cause” or by the Chief Executive Officer with “good reason.”

Option to Purchase Shares

On April 9, 2015, the Company agreed to issue upon consummation of the IPO to each of Dr. Aklog, Mr. Glennon, and Dr. deGuzman an option to purchase 278,726 shares; to each of the five members of its Medical Advisory Board options to purchase 27,873 shares; and to each of its non-executive directors options to purchase 97,554 shares. On October 8, 2015, the Company also agreed to issue the Company’s Chief Financial Officer, an option to purchase 125,000 shares on the same terms as contemplated in the April 9, 2015 commitments. These options were issued upon consummation of the IPO on April 28, 2016 under the 2014 Long-Term Incentive Equity Plan, exercisable at $5.00 per share and vesting as to 3/36 of the shares on July 28, 2016 and in 33 monthly installments thereafter. In total, options to acquire 1,588,313 shares were issued on April 28, 2016.

Leases

Beginning on May 1, 2015, the Company rents access to a research and development facility in Massachusetts that provides for month-to-month rent of $1,000 per month. Either the landlord or the Company can cancel this rental arrangement at any time. Total rental expense under this arrangement for the three months ended March 31, 2016 was $3,000.

The Company also leases space that serves as the Company’s corporate office under a lease agreement entered in January 2016 which provides for two consecutive six month terms beginning on February 1, 2016 at the rate of  $9,500 per month. The agreement may be canceled at the end of the initial six-month term at the election of the Company and also provides for access to common area office facilities. Total rent expense under this arrangement for the three months ended March 31, 2016 was $28,500.

Legal Proceedings

The Company is not involved in any legal proceeding that it expects to have a material effect on its business, financial condition, results of operations or cash flows. 

XML

Stockholders' Equity

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Stockholders' Equity

Note 9 — Stockholders’ Equity

Warrants

At March 31, 2016 and December 31, 2015, the Company had warrants outstanding to purchase 9,560,296 shares. The outstanding warrants as of March 31, 2016, as of the consummation of the IPO, automatically converted into warrants having the same terms and conditions as the warrants that were issued in the Company’s IPO.

XML

Net Loss Per Share

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Net Loss Per Share

Note 10 — Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential dilutive common shares would have been anti-dilutive.

The following table sets forth the comparison of basic and fully diluted net loss per share for the periods indicated:

	Three Months Ended March 31,
	2016			2015
Net loss attributable to common stockholders		$	(696,880)		$	(146,337)
Weighted average common shares outstanding			12,250,000			10,856,371
Net loss per common share – basic and diluted		$	(0.06)		$	(0.01)

The following securities at March 31, 2016 and 2015 have been excluded from the computation of diluted weighted shares outstanding, as they would be anti-dilutive:

	March 31,
	2016		2015
Warrants		9,560,296		10,856,371

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2015 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the Company’s financial information.

The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any other future year.

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and related notes thereto as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Basis of Consolidation

Basis of Consolidation

The accompanying condensed consolidated interim financial statements include the accounts of PAVmed and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation.

Equipment

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and resulting gain or loss, if any, is reflected in operations.

The useful lives of equipment are as follows:

Research and development equipment  5 years

Computer equipment  3 years

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets, including equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. The Company has not recorded impairment of any long-lived assets in the periods presented.

Reclassification

Reclassification

Certain previously reported amounts have been reclassified to conform to the presentation used in the condensed consolidated financial statements for the three months ended March 31, 2016, including adjusting the weighted average shares outstanding to reflect the September 21, 2015, 2.7872582-for-1 stock split as of March 31, 2015.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (“ASU 2016-11”). The amendments in ASU 2016-11 rescind certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities — Oil and Gas, effective upon adoption of Topic 606. Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606: (a) Revenue and Expense Recognition for Freight Services in Process (b) Accounting for Shipping and Handling Fees and Costs, (c) Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor’s Products) (d) Accounting for Gas-Balancing Arrangements (that is, use of the “entitlements method”). In addition, as a result of the amendments in Update 2014-16, the SEC staff is rescinding its SEC Staff Announcement, “Determining the Nature of a Host Contract Related to a Hybrid Instrument Issued in the Form of a Share under Topic 815,” effective concurrently with Update 2014-16. The Company is currently evaluating the impact of this guidance on its consolidated financial position, results of operations and cash flows.

In April 2016, the FASB issued Accounting Standards Update 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”). The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the impact of this guidance on its consolidated financial position, results of operations and cash flows.

In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for the Company beginning January 1, 2017, although early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial position, results of operations and cash flows.

In March 2016, the FASB issued Accounting Standards Update 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”). The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the impact of this guidance on its consolidated financial position, results of operations and cash flows.

JOBS Act Accounting Election

JOBS Act Accounting Election

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

XML

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Schedule of useful lives of equipment

Research and development equipment	5 years
Computer equipment	3 years

XML

Prepaid expenses and other current assets (Tables)

3 Months Ended

Mar. 31, 2016

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of prepaid expenses and other current assets

	March 31,  2016			December 31,  2015
Security deposits		$	41,750		$	—
Prepaid insurance			24,100			—
Advanced payments to suppliers			—			8,761
Total prepaid expenses and other current assets		$	65,850		$	8,761

XML

Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2016

Property, Plant and Equipment [Abstract]

Schedule of equipment

​	March 31,  2016			December 31,  2015
Research and development equipment	​	$	10,156	​	$	—
Computer equipment	​	​	2,372	​	​	—
Total property, plant and equipment	​	​	12,528	​	​	—
Less: accumulated depreciation	​	​	(132)	​	​	—
Total equipment, net	​	$	12,396	​	$	—

XML

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2016

Accrued Liabilities [Abstract]

Schedule of accrued expenses

​	March 31,  2016			December 31,  2015
Chief Executive Officer contributed services deemed payable	​	$	240,000	​	$	240,000
Bonus payable	​	​	124,583	​	​	124,583
Accrued professional fees	​	​	64,300	​	​	36,000
Accrued vacation payable	​	​	14,698	​	​	5,879
Accrued other	​	​	41,030	​	​	8,389
Total accrued expenses	​	$	484,611	​	$	414,851

XML

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Schedule of comparison of basic and fully diluted net loss per share

​	Three Months Ended March 31,
​	2016			2015
Net loss attributable to common stockholders	​	$	(696,880)	​	$	(146,337)
Weighted average common shares outstanding	​	​	12,250,000	​	​	10,856,371
Net loss per common share – basic and diluted	​	$	(0.06)	​	$	(0.01)

Schedule of antidilutive securities excluded from computation of diluted earnings per share

​	March 31,
​	2016		2015
Warrants	​	9,560,296	​	10,856,371

XML

Organization and Plan of Business Operations (Detail Textuals)	1 Months Ended		3 Months Ended
	Jan. 29, 2016 USD ($) $ / shares shares	Sep. 21, 2015	Mar. 31, 2016 USD ($) Segment shares	Mar. 31, 2015 USD ($)	Dec. 31, 2015 USD ($) shares
Organization And Plan Of Business Operations [Line Items]
Number of operating segments | Segment			1
Net loss | $			$ (696,880)	$ (146,337)
Accumulated deficit | $			$ (2,747,864)		$ (2,050,984)
Stock split		2.7872582-for-1
Common stock, shares authorized			50,000,000		50,000,000
Preferred stock, shares authorized			20,000,000		20,000,000
Initial Public Offering
Organization And Plan Of Business Operations [Line Items]
Number of units offered in IPO	1,200,000
Number of units sold in IPO	1,060,000
Number of common stock offered in one unit	1
Number of warrants offered in one unit	1
Offering price per unit | $ / shares	$ 5.00
Gross proceeds from initial public offering | $	$ 5,300,000
Net proceeds from initial public offering net of underwriting discounts and commissions, offering expenses | $	$ 4,350,000
Exercise price (in dollars per share) | $ / shares	$ 5.00
Number of outstanding warrants	9,560,296

XML

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2016
Research and development equipment
Accounting Policies [Line Items]
Useful lives of equipment	5 years
Computer equipment
Accounting Policies [Line Items]
Useful lives of equipment	3 years

XML

Summary of Significant Accounting Policies (Detail Textuals)	1 Months Ended	3 Months Ended
	Sep. 21, 2015	Mar. 31, 2016
Accounting Policies [Abstract]
Depreciation methods		Straight-line method
Stock split	2.7872582-for-1

XML

Prepaid expenses and other current assets (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Prepaid Expense and Other Assets, Current [Abstract]
Security deposits	$ 41,750
Prepaid insurance	24,100
Advanced payments to suppliers		$ 8,761
Total prepaid expenses and other current assets	$ 65,850	$ 8,761

XML

Equipment, Net (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 12,528
Less: accumulated depreciation	(132)
Total equipment, net	12,396
Research and development equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	10,156
Computer equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 2,372

XML

Equipment, Net (Detail Textuals)	3 Months Ended
	Mar. 31, 2016 USD ($)
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 132

XML

Accrued Expenses (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Accrued Liabilities [Abstract]
Chief Executive Officer contributed services deemed payable	$ 240,000	$ 240,000
Bonus payable	124,583	124,583
Accrued professional fees	64,300	36,000
Accrued vacation payable	14,698	5,879
Accrued other	41,030	8,389
Total accrued expenses	$ 484,611	$ 414,851

XML

Related Party Transactions (Detail Textuals) - USD ($)		1 Months Ended	3 Months Ended
	Nov. 01, 2015	Oct. 27, 2015	Mar. 31, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Prepaid fees to related party			$ 25,000
Management Services Agreement | Hcp Advisors LLC
Related Party Transaction [Line Items]
Term of agreement		3 years
Fees incurred	$ 35,000		75,000
Monthly fees			25,000
Prepaid fees to related party			$ 25,000

XML

Commitments and Contingencies (Detail Textuals) - USD ($)

1 Months Ended

Nov. 01, 2015

Oct. 08, 2015

Apr. 09, 2015

Nov. 01, 2014

Apr. 28, 2016

Subsequent event

Commitments And Contingencies Disclosure [Line Items]

Number of options granted

1,588,313

Dr. Aklog | Initial Public Offering

Commitments And Contingencies Disclosure [Line Items]

Number of options granted

278,726

Mr. Glennon | Initial Public Offering

Commitments And Contingencies Disclosure [Line Items]

Number of options granted

278,726

Dr. deGuzman | Initial Public Offering

Commitments And Contingencies Disclosure [Line Items]

Number of options granted

278,726

Members of Medical advisory board | Initial Public Offering

Commitments And Contingencies Disclosure [Line Items]

Number of options granted

27,873

Non-executive directors | Initial Public Offering

Commitments And Contingencies Disclosure [Line Items]

Number of options granted

97,554

Employment Agreement | Chief Executive Officer

Commitments And Contingencies Disclosure [Line Items]

Term of agreement

5 years

Base salary

$ 295,000

$ 240,000

Percentage of bonus

50.00%

Employment Agreement | Chief Financial Officer

Commitments And Contingencies Disclosure [Line Items]

Term of agreement

2 years

Base salary

$ 275,000

Employment Agreement | Chief Financial Officer | Initial Public Offering

Commitments And Contingencies Disclosure [Line Items]

Number of options granted

125,000

Exercise price per share (in dollars per share)

$ 5.00

Amount of reimbursement per month

$ 2,200

Vesting period

Vesting as to 3/36 of the shares on July 28, 2016 and in 33 monthly installments thereafter.

XML

Commitments and Contingencies (Detail Textuals 1) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2016	Mar. 31, 2016	May. 01, 2015
Commitments And Contingencies Disclosure [Line Items]
Rent expense		$ 3,000	$ 1,000
Lease Agreement
Commitments And Contingencies Disclosure [Line Items]
Rent expense	$ 9,500	$ 28,500
Term of lease	6 months

XML

Stockholders' Equity (Detail Textuals) - shares	Mar. 31, 2016	Dec. 31, 2015
Equity [Abstract]
Number of securities called by warrants or rights	9,560,296	9,560,296

XML

Net Loss Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Earnings Per Share [Abstract]
Net loss attributable to common stockholders	$ (696,880)	$ (146,337)
Weighted average common shares outstanding	12,250,000	10,856,371
Net loss per common share - basic and diluted (in dollars per share)	$ (0.06)	$ (0.01)

XML

Net Loss Per Share (Details 1) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted shares outstanding	9,560,296	10,856,371