UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 11, 2025

PAVMED INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-37685

47-1214177

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

360 Madison Avenue, 25th Floor, New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 813-1828

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share	PAVM	The Nasdaq Stock Market LLC
Series Z Warrants to Purchase Common Stock	PAVMZ	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 11, 2025, Lucid Diagnostics Inc. (the “Lucid Diagnostics”), a subsidiary of PAVmed Inc. (the “Company”), closed on the sale of 28,750,000 shares (the “Shares”) of Lucid Diagnostics’ common stock, at a price of $1.00 per share, in its previously announced underwritten offering to the public (the “Offering”). The Shares include 3,750,000 shares of Lucid Diagnostics’ common stock subject to the underwriters’ option, which was exercised in full at the closing. The net proceeds from the Offering, after deducting the underwriting discount and other estimated expenses of the Offering, are expected to be approximately $26.9 million. Lucid Diagnostics intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Offering was made pursuant to Lucid Diagnostics’ existing shelf registration statement on Form S-3 (Registration No. 333-268560) and a prospectus supplement thereto dated September 10, 2025.

The Offering, including the related agreements, are described in more detail in the Current Reports on Form 8-K filed with the SEC by Lucid Diagnostics on September 10, 2025 and September 11, 2025, and such description is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 11, 2025	PAVMED INC.

	By:	/s/ Dennis McGrath
		Dennis McGrath
		President and Chief Financial Officer

PAVmed Inc. 8-K