Material Agreement, Corporate Action (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Effective as of October 21, 2026, Lucid Diagnostics Inc. (the "Lucid Diagnostics"), a subsidiary of PAVmed Inc. (the "Company"), entered into subscription agreements (each, a "Subscription Agreement") with certain accredited investors (collectively, the "Investors"), which agreements provided for the sale to the Investors of 15,000 shares of Lucid Diagnostics' newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), at a purchase price of $1,000 per share (collectively, the "Offering"). The closing of the transactions occurred on the same day. The gross proceeds to Lucid Diagnostics of the Offering were $15.0 million.

On the date of the closing, Lucid Diagnostics filed with the Secretary of State of the State of Delaware a Certificate of Designations of Preferences, Rights and Limitations of the Series C Preferred, which sets forth the resolutions of Lucid Diagnostics' board of directors designating 15,000 shares of Series C Preferred Stock and fixing its terms.

Lucid Diagnostics and the Investors also executed a registration rights agreement, pursuant to which Lucid Diagnostics agreed to file a registration statement covering the resale of the shares of Lucid Diagnostics' common stock issuable pursuant to the Series C Preferred Stock.

The Offering, including the related agreements and certificates, are described in more detail in the Current Report on Form 8-K filed by Lucid Diagnostics on October 22, 2026 (the "Lucid Diagnostics 8-K"), and such description is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information included in Item 3.02 and Item 5.03 of the Lucid Diagnostics 8-K is incorporated herein by reference.