Note 19 — Net Income (Loss) Per Share

 

The Net income (loss) per share - attributable to PAVmed Inc. - basic and diluted and Net income (loss) per share - attributable to PAVmed Inc. common stockholders - basic and diluted - for the respective periods indicated - is as follows:

 

         
  

Years Ended

December 31,

 
   2024   2023 
Numerator          
Net income (loss) - before noncontrolling interest  $28,427   $(79,263)
Net income (loss) attributable to noncontrolling interest   11,364    15,088 
Net income (loss) - as reported, attributable to PAVmed Inc.  $39,791   $(64,175)
           
Deemed dividend on Series Z warrant modification  $   $(1,791)
Series B Convertible Preferred Stock dividends – earned  $(329)  $(304)
Deemed dividend on Subsidiary Preferred Stock attributable to the noncontrolling interests  $(7,496)  $ 
Net income (loss) attributable to PAVmed Inc. common stockholders used in basic EPS calculation  $31,966   $(66,270)
Fair Value Adjustment for diluted EPS calculation  $428   $ 
Net income (loss) attributable to PAVmed Inc. common stockholders used in dilutive EPS calculation  $32,394   $(66,270)
           
Denominator          
Weighted average common shares outstanding, basic   9,672,199    7,231,546 
Weighted average common shares outstanding, diluted   65,291,623    7,231,546 
           
Net income (loss) per share (1)          
Net income (loss) per share attributable to PAVmed Inc. common stockholders, basic   $3.30   $(9.16)
Net income (loss) per share attributable to PAVmed Inc. common stockholders, diluted   $0.50   $(9.16)

 

(1)- Convertible preferred stock and restricted stock awards would potentially be considered a participating security under the two-class method of calculating net income (loss) per share. For periods where losses are presented, such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net income (loss) per share calculation for the periods indicated.

 

The common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive, are as follows:

 

The Series B Convertible Preferred Stock dividends earned as of each of the respective years noted, are included in the calculation of basic and diluted net loss attributable to PAVmed common stockholders for each respective period presented. Notwithstanding, the Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by the Company’s board of directors.

 

 

Note 19 — Net Income (Loss) Per Share - continued

 

Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2024 and 2023 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for the year ended December 31, 2023, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows:

 

         
   December 31, 
   2024   2023 
Stock options   1,065,319    1,192,458 
Restricted stock awards       70,527 
Series Z Warrants   795,830    795,830 
Series B Convertible Preferred Stock       87,015 
Total   1,861,149    2,145,830 

 

The total stock options are inclusive of 60,054 stock options as of both December 31, 2024 and 2023, granted outside the PAVmed 2014 Equity Plan.

 

Historical Timeline

Fiscal YearFiled
2024Mar 24, 2025Showing above
2023Mar 25, 2024
2022Mar 14, 2023

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.