What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-24 · 597 added, 1357 removed, 476 unchanged (80% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation

of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures

as of December 31, 2024.

Based on such evaluation, our principal executive officer and principal financial officer concluded our

disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were effective as of such date

to provide reasonable assurance the information required to be disclosed by us in the reports we file or submit under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in

the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive

officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control

Over Financial Reporting

Our management is responsible

for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange

Act Rules 13(a)-15(f).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the U.S.

Our internal control over financial

reporting includes those policies and procedures that:

● pertain to the maintenance of records,

in reasonable detail, accurately and fairly reflect our transactions and dispositions of

● provide reasonable assurance our

transactions are recorded as necessary to permit preparation of our financial statements

in accordance with accounting principles generally accepted in the U.S., and our receipts

and expenditures are being made only in accordance with authorizations of our management

and our directors;

● provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of our assets

could have a material effect on the financial statements.

Due to its inherent limitations,

a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements.

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.

Based on such evaluation, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were effective as of such date to provide reasonable assurance the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management ’ s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13(a)-15(f).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the U.S., and our receipts and expenditures are being made only in accordance with authorizations of our management and our directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets could have a material effect on the financial statements.

Due to its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements.

Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.

contains self-monitoring mechanisms, so actions will be taken to correct deficiencies as they are identified.

Our management conducted an evaluation

of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management

concluded our system of internal control over financial reporting was effective as of December 31, 2024.

This Form 10-K does not include

an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC to permit us to provide

only management’s report in this Form 10-K.

Our system contains self-monitoring mechanisms, so actions will be taken to correct deficiencies as they are identified.

Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded our system of internal control over financial reporting was effective as of December 31, 2025.

This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC to permit us to provide only management’s report in this Form 10-K.

Changes to Internal Controls Over Financial Reporting

There has been no change in our

internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during

the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal controls

over financial reporting.

There has been no change in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Other Information

During the fiscal quarter ended

December 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

During the fiscal quarter ended December 31, 2025 , none of our directors or officers (as defined in Rule 16a - 1 under the Exchange Act) adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and

Corporate Governance

The information required by this

Item 10 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025 .

Executive Compensation

The information required by this

Item 11 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required by this

Item 12 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

Certain Relationships and Related

Transactions, and Director Independence

The information required by this

Item 13 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

The information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025 .

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025.

Principal Accounting Fees and Services

The information required by this

Item 14 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.

The information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025.

Exhibits and Financial Statement Schedules

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The following financial statements:

Report of Independent Registered Public Accounting

Firm (PCAOB ID #688)

Report of Independent Registered Public Accounting Firm (PCAOB ID #199)

Report of Independent Registered Public Accounting Firm (PCAOB ID #688)

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’

Equity (Deficit)

Consolidated Statements of Changes in Stockholders’Equity (Deficit)

Consolidated Statements of Cash Flows

1 unchanged sentence

The financial statement schedules:

Schedules other than those listed above are omitted for the reason

they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

omitted from schedules filed have been omitted because the information is not applicable.

Schedules other than those listed above are omitted for the reason they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

Columns omitted from schedules filed have been omitted because the information is not applicable.

The following exhibits:

Incorporation by Reference

Asset Purchase Agreement, dated as of February 25, 2022, by and among LucidDx Labs Inc., Lucid Diagnostics Inc.

and ResearchDx, Inc.

Amended and Restated Certificate of Incorporation

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and Lucid Diagnostics Inc.

Amendment to Management Services Agreement, dated as of March 1, 2019, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Second Amendment to Management Services Agreement, dated as of June 5, 2019, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Third Amendment to Management Services Agreement, dated as of July 20, 2020, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Fourth Amendment to Management Services Agreement, dated as of February 1, 2021, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Fifth Amendment to Management Services Agreement, dated as of November 10, 2021, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Sixth Amendment to Management Services Agreement, dated as of August 11, 2022, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Seventh Amendment to Management Services Agreement, dated as of May 9, 2023, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Eighth Amendment to Management Services Agreement, dated as of March 22, 2024, by and between PAVmed Inc.

2 unchanged sentences

and Lucid Diagnostics Inc.

Tenth Amendment to Management Services Agreement, dated as of December 15, 2025, by and between PAVmed Inc.

and Lucid Diagnostics Inc.

Payroll and Benefit Expense Reimbursement Agreement, dated as of November 30, 2022, by and between PAVmed Inc.

11 unchanged sentences

Employment Agreement with Michael Gordon

Common Stock Purchase Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc.

Registration Rights Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc.

Controlled Equity Offering SM , dated as of November 23, 2022, by and between Cantor Fitzgerald & Co.

and Lucid Diagnostics Inc.

Sales Agreement, dated as of May 30, 2025, by and between Maxim Group LLC and Lucid Diagnostics Inc.

Form of Securities Purchase Agreement (2024 Convertible Notes)

2 unchanged sentences

Form of Security Agreement (2024 Convertible Notes)

Exchange Agreement, dated as of March 13, 2024, by and between Lucid Diagnostics Inc.

and the purchasers of Series B Preferred Stock party thereto

Registration Rights Agreement, dated as of March 13, 2024, by and between Lucid Diagnostics Inc.

7 unchanged sentences

List of Subsidiaries

Consent of CBIZ CPAs P.C.

Consent of Marcum LLP

6 unchanged sentences

Form of Compensation Clawback Policy

Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part

II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101

Inline XBRL Document Set.

Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

* Filed herewith.

# Indicates management contract or compensatory plan.

† Certain confidential portions of this exhibit

were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii)

would be competitively harmful if publicly disclosed.

‡ Certain exhibits and schedules have been

omitted pursuant to Item 601(b)(10) of Regulation S-K.

The registrant hereby undertakes to furnish a copy of any omitted exhibit or schedule

upon request by the Securities and Exchange Commission.

† Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

‡ Certain exhibits and schedules have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

The registrant hereby undertakes to furnish a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission.

Form 10-K Summary

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.

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.

Lucid Diagnostics Inc.

3 unchanged sentences

(Principal Financial and Accounting Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the report has been signed by the following persons on behalf of the Registrant and

in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Each person whose signature appears below hereby authorizes both Lishan Aklog, M.D.

McGrath or either of them acting in the absence of the others, as his or her true and lawful attorney-in-fact and agent, with

full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities to sign

any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with

the United States Securities and Exchange Commission.

and Dennis M.

McGrath or either of them acting in the absence of the others, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission.

/s/ Lishan Aklog, M.D.

21 unchanged sentences

March 25, 2026

LUCID DIAGNOSTICS INC.

2 unchanged sentences

Financial Statements

Report of Independent Registered

Public Accounting Firm (PCAOB ID # 688 )

Consolidated Balance Sheets

as of December 31, 202 4 and

Consolidated Statements

of Operations for the years ended December 31, 202 4

Consolidated Statements

of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 202 4

Consolidated Statements

of Cash Flows for the years ended December 31, 202 4

Notes to Consolidated Financial

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm (PCAOB ID # 199 )

Report of Independent Registered Public Accounting Firm (PCAOB ID #688)

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

1 unchanged sentence

Opinion on the Financial Statements

have audited the accompanying consolidated balance sheets of Lucid Diagnostics Inc.

and Subsidiaries (the “Company”) as

of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit)

and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as

the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of

the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United

States of America.

We have audited the accompanying consolidated balance sheet of Lucid Diagnostics Inc.

and Subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Management's plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2019 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

March 25, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Lucid Diagnostics Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Lucid Diagnostics Inc.

and Subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since

We served as the Company’s auditor from 2019 to 2025.

March 24, 2025

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in thousands except number of shares and per share

(in thousands except number of shares and per share data)

December 31, 2025

13 unchanged sentences

Senior Secured Convertible Notes - at fair value

- MSA Fee and operating expenses

Total current liabilities

1 unchanged sentence

Total liabilities

Commitments and contingencies

Commitments and contingencies (Note 11)

Stockholders’ Equity:

Preferred stock, $ 0.001 par value, 20,000,000 shares authorized;

B and Series B-1 Convertible Preferred Stock, issued and outstanding 54,419 at December 31, 2024 and Series A and Series A-1

Convertible Preferred Stock, shares issued and outstanding 18,625 at December 31, 2023

Common stock, $ 0.001 par value, 300,000,000 and 200,000,000 shares authorized as of

December 31, 2024 and December 31, 2023, respectively;

63,071,950 and 42,329,864 shares issued and outstanding

as of December 31, 2024 and December 31, 2023, respectively

Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 54,274 and 54,419 as of December 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.001 par value, 300,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively;

131,098,762 and 63,071,950 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

2 unchanged sentences

Total Liabilities and Stockholders’ Equity (Deficit)

See accompanying notes to the consolidated financial

See accompanying notes to the consolidated financial statements.

LUCID DIAGNOSTICS INC.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except number of shares and per share

Ended December 31,

(in thousands except number of shares and per share data)

Years Ended December 31,

Operating expenses:

10 unchanged sentences

Change in fair value - Senior Secured Convertible Note

Loss on issue and offering costs - Senior Secured Convertible Note

Debt extinguishments loss - Senior Secured Convertible Note

Equity issuance cost extinguishment

Other income (expense), net

3 unchanged sentences

Deemed dividend on Series A and Series A-1 Convertible Preferred Stock

Series B and Series B-1 Convertible Preferred Stock dividends earned

Net loss attributable to Lucid Diagnostics Inc.

1 unchanged sentence

Net loss per share attributable to Lucid Diagnostics Inc.

common stockholders -

basic and diluted

common stockholders - basic and diluted

Weighted average common shares outstanding, basic and diluted

See accompanying notes to the consolidated financial

See accompanying notes to the consolidated financial statements.

LUCID DIAGNOSTICS INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

for the YEARS ENDED December 31, 2025 and 2024

(in thousands except number of shares and per share

(in thousands except number of shares and per share data)

Preferred Stock

Additional Paid-In

Balance as of December 31, 2023

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Issuance common stock - APA-RDx - Termination payment

Issuance - At-The-Market Facility, net of financing charges

Purchase - Employee Stock Purchase Plan

Issuance - Series A and Series A-1 Preferred Stock

Issue common stock - vendor service agreement

Balance as of December 31, 2023

$ ( 150,741 )

Exercise - stock options - Lucid Diagnostics Inc.

17 unchanged sentences

Balance as of December 31, 2024

$ ( 203,766 )

See accompanying notes to the

consolidated financial statements.

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

Issuance - At-The-Market Facility, net of deferred financing charges

Purchase - Employee Stock Purchase Plan

Issuance - Interest payment paid in stock

Issuance - Registered Direct Offering, net of fees

Issuance - Confidentially Marketing Public Offering, net of fees

Issuance - Dividend on Series B and Series B-1 Preferred Stock

Conversions - Series B Preferred Stock

Issue common stock - vendor service agreement

Balance as of December 31, 2025

See accompanying notes to the consolidated financial statements.

LUCID DIAGNOSTICS INC.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands except number of shares and per share

(in thousands except number of shares and per share data)

Years Ended December 31,

7 unchanged sentences

Change in fair value - Senior Secured Convertible Note

Loss on issue - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Note

Issue common stock - termination payment

Amortization of common stock payment for vendor service agreement

Equity issuance cost extinguishment

Changes in operating assets and liabilities:

3 unchanged sentences

Accrued expenses and other current liabilities

- operating expenses, employee related costs,

- operating expenses, employee related costs, MSA Fee

Net cash flows used in operating activities

5 unchanged sentences

Proceeds – issue of preferred stock

Proceeds – issue of common stock - Registered Direct Offering, net of fees

Proceeds – issue of common stock - Confidentially Marketed Public Offering, net of fees

Proceeds – issue of Senior Secured Convertible Notes

7 unchanged sentences

Cash, end of period

See accompanying notes to the consolidated financial

See accompanying notes to the consolidated financial statements.

LUCID DIAGNOSTICS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in these accompanying notes are presented

in thousands, except number of shares and per-share amounts.)

(amounts in these accompanying notes are presented in thousands, except number of shares and per-share amounts.)

Note 1 — The Company

1 unchanged sentence

Lucid Diagnostics Inc.

“Lucid Diagnostics” or the “Company”) is a commercial-stage, cancer prevention medical diagnostics technology

company focused on the millions of patients with gastroesophageal reflux disease (“GERD”), also known as chronic heartburn,

acid reflux or simply reflux, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma

(“Lucid”, “Lucid Diagnostics” or the “Company”) is a commercial-stage, cancer prevention medical diagnostics company.

Lucid is focused on the millions of patients with gastroesophageal reflux disease (“GERD”), also known as chronic heartburn, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma (“EAC”).

Lucid is a non-consolidated subsidiary of PAVmed Inc.

EsoGuard is a bisulfite-converted

next-generation sequencing (NGS) DNA assay performed on surface esophageal cells collected with EsoCheck.

Cell samples, including those

collected with EsoCheck, as discussed below, are sent to our laboratory, for testing and analyses using our proprietary EsoGuard NGS

EsoCheck is a FDA 510(k) and

CE Mark cleared noninvasive swallowable balloon capsule catheter device capable of sampling surface esophageal cells in a less than a

five-minute office procedure.

It consists of a vitamin pill-sized rigid plastic capsule tethered to a thin silicone catheter from which

a soft silicone balloon with textured ridges emerges, when inflated, to gently swab surface esophageal cells.

When vacuum suction is

applied, the balloon and sampled cells are pulled into the capsule, protecting them from contamination and dilution by cells outside

of the targeted region during device withdrawal.

EsoGuard and EsoCheck are based

on patented technology licensed by Lucid from Case Western Reserve University (“CWRU”).

EsoGuard and EsoCheck have been developed

to provide an accurate, non-invasive, patient-friendly test for the early detection of EAC and Barrett’s Esophagus (“BE”),

including dysplastic BE and related precursors to EAC in patients with chronic GERD.

EsoGuard is a bisulfite-converted next-generation sequencing ("NGS") DNA assay performed on surface esophageal cells collected with EsoCheck.

Cell samples, including those collected with EsoCheck, as discussed below, are sent to our laboratory, for testing and analyses using our proprietary EsoGuard NGS DNA assay.

EsoCheck is an FDA 510 (k) cleared and CE Mark certified noninvasive swallowable balloon capsule catheter device designed for in-office targeted sampling of surface esophageal cells in a less than a two minute long office procedure.

It consists of a vitamin sized semi-rigid plastic capsule tethered to a thin silicone catheter from which a soft inflatable silicone balloon with textured ridges emerges to gently swab surface esophageal cells.

When suction is applied, the balloon and sampled cells are pulled into the capsule, protecting them from contamination and dilution by cells outside of the targeted region during device withdrawal.

EsoGuard and EsoCheck are based on patented technology licensed by Lucid from Case Western Reserve University (“CWRU”).

EsoGuard and EsoCheck have been developed to provide an accurate, non-invasive, patient-friendly test for the early detection of EAC and BE, including dysplastic BE, and related precursors to EAC in patients with chronic GERD.

Note 2 — Liquidity and Going Concern

The Company’s management

is required to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements

being issued.

In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable

as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within

one year from the financial statement issuance date.

Substantial doubt about an entity’s ability to continue as a going concern

exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial

obligations as they become due within one year after the date the financial statements are issued.

The Company has financed its

operations principally through public and private issuances of its common stock, preferred stock, and debt.

The Company is subject to

all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their

efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting

clinical trials.

The Company generated $ 4.3 million of revenue for the year ended December 31, 2024, however the Company expects

to continue to experience recurring losses and to generate negative cash flows from operating activities in the near future.

The Company incurred a net loss

attributable to Lucid Diagnostics Inc common stockholders of approximately $ 53.0 million and had net cash flows used in operating activities

of approximately $ 44.1 million for the year ended December 31, 2024.

As of December 31, 2024, the Company had working

capital of approximately $ 1.6 million, with such working capital inclusive of the 2024 Convertible Notes classified as a current liability

of approximately $ 18.6 million and approximately $ 22.4 million of cash.

The Company’s ability to

continue operations 12 months beyond the issuance of the financial statements, will depend upon generating substantial revenue that is

conditioned upon obtaining positive third-party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and

private health insurance providers, increasing revenue through contracting directly with self-insured employers, and on its ability to

raise additional capital through various potential sources including equity and/or debt financings or refinancing existing debt obligations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one

year after the date the accompanying consolidated financial statements are issued.

Note 3 — Summary

of Significant Accounting Policies

The Company’s management is required to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements being issued.

In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date.

Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.

The Company has financed its operations principally through public and private issuances of its common stock, preferred stock, and debt.

The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials.

The Company generated $ 4.7 million of revenue for the year ended December 31, 2025 , however the Company expects to continue to experience recurring losses and to generate negative cash flows from operating activities in the near future.

The Company incurred a net loss attributable to its common stockholders of approximately $ 70.6 million and had net cash flows used in operating activities of approximately $ 46.5 million for the year ended December 31, 2025 .

As of December 31, 2025 , the Company had working capital of approximately $ 8.9 million, with such working capital inclusive of the 2024 Convertible Notes (as defined below) classified as a current liability of approximately $ 24.0 million and approximately $ 34.7 million of cash.

The Company’s ability to continue operations 12 months beyond the issuance of the financial statements, will depend upon generating substantial revenue that is conditioned upon obtaining positive third -party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and private health insurance providers, and increasing revenue through cash pay and contracted revenue programs that target, among others, concierge medicine practices and self-insured employers, and on its ability to raise additional capital through various potential sources including equity and/or debt financings or refinancing existing debt obligations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying consolidated financial statements are issued.

Note 3 — Summary of Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation

The accompanying 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 United States Securities and Exchange Commission (“SEC”), and include

the accounts of the Company and its wholly-owned subsidiaries, LucidDx Labs Inc and CapNostics LLC.

All intercompany transactions and

balances have been eliminated in consolidation.

The Company is a non-consolidated subsidiary of PAVmed, which has the ability to exercise

significant influence over the Company.

The Company manages its operations as a single operating segment for the purposes of assessing

performance and making operating decisions.

All amounts in the accompanying

consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented

in millions of dollars, except for shares and per share amounts.

The accompanying 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 United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiaries, LucidDx Labs Inc.

and CapNostics LLC.

All intercompany transactions and balances have been eliminated in consolidation.

The Company is a non-consolidated subsidiary of PAVmed, which has the ability to exercise significant influence over the Company.

The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.

All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts.

Use of Estimates

In preparing the consolidated

financial statements in conformity with U.S.

GAAP, management is required to make estimates and assumptions that affect the reported

amounts of assets and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as

well as the reported amounts of revenue and expenses during the reporting period.

Significant estimates in these consolidated financial

statements include those related to the estimated of fair value of debt obligations, stock-based equity awards, and intangible assets.

Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding

valuation allowance on deferred tax assets.

Additionally, management’s assessment of the Company’s ability to continue as

a going concern involves the estimation of the amount and timing of future cash inflows and outflows.

On an ongoing basis, the Company

evaluates its estimates and assumptions.

The Company bases its estimates on historical experience and on various other assumptions believed

to be reasonable.

Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected

by changes in these estimates.

The Company maintains its cash

at a major financial institution with high credit quality.

In preparing the consolidated financial statements in conformity with U.S.

GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

Significant estimates in these consolidated financial statements include those related to the estimated of fair value of debt obligations, stock-based equity awards, and intangible assets.

Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets.

In addition, revenue recognition requires management to make significant estimates related to variable consideration in customer contracts and the determination of the amount of such consideration that is not constrained.

Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows.

On an ongoing basis, the Company evaluates its estimates and assumptions.

The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable.

Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.

The Company maintains its cash at a major financial institution with high credit quality.

At times, the balance of its cash deposits may exceed federally insured limits.

The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits.

Note 3 — Summary of Significant Accounting

Policies - continued

Offering Costs

Offering costs consist of certain

legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital.

costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying

security is equity classified or a current period expense to extent the underlying security is liability classified or for which the

fair value option is elected.

Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair

value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount

amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest.

costs associated with in-process capital financing are accounted for as deferred offering costs.

Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital.

Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected.

Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest.

Offering costs associated with in-process capital financing are accounted for as deferred offering costs.

Note 3 — Summary of Significant Accounting Policies - continued

Revenue Recognition

Revenues are recognized when

the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in

exchange for those services.

The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard

Esophageal DNA tests.

Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services.

The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests.

The services are completed upon release of a patient’s test result to the ordering healthcare provider.

recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage

policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity.

revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers,

the Company performs the following five steps:

(1) identify the contract(s) with a customer, (2) identify the performance obligations

in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract

and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The key aspects considered by

the Company include the following:

Contracts —The Company’s

customer is primarily the patient, but the Company does not enter into a formal reimbursement contract with a patient.

The Company establishes

a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from

a provider and a patient specimen has been returned to the laboratory for testing.

Payment terms are a function of a patient’s

existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”)

and applicable reimbursement contracts established between the Company and payers.

However, when a patient is considered self-pay, the

Company requires payment from the patient prior to the commencement of the Company’s performance obligations.

The Company’s

consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company considers collection

of such consideration to be probable to the extent that it is unconstrained.

Performance obligations —A

performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer.

The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in

the release of a patient’s test result to the ordering healthcare provider.

The Company elects the practical expedient related

to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of

a sample, and the release of a test result to the ordering healthcare provider is far less than one year.

Transaction price —The

transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services

to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes).

The consideration expected to

be collected from a contract with a customer may include fixed amounts, variable amounts, or both.

If the consideration derived

from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange

for the promised goods or services.

The Company limits the amount of variable consideration included in the transaction price to the

unconstrained portion of such consideration.

In other words, the Company recognizes revenue up to the amount of variable consideration

that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional

payments or refunds is subsequently resolved.

When the Company does not have

significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration

may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider.

the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information

is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved.

Differences between

original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration,

with the change in estimate recognized in the period of such revised estimate.

With respect to a contracted service arrangement, the

fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such

fixed consideration deemed probable based upon actual historical experience.

Allocate transaction price —The

transaction price is allocated entirely to the performance obligation contained within the contract with a customer on the basis of the

relative standalone selling prices of each distinct good or service.

Practical Expedients —The

Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company

expects the collection cycle to be one year or less.

Note 3 — Summary of Significant Accounting

Policies - continued

The Company carries test supply

inventories to support our laboratory activities.

The inventories are carried at the lower of weighted average cost and net realizable

value and expensed through cost of sales as the supplies are used.

Fixed assets are stated at cost

and depreciated using the straight-line method over the assets’ estimated useful lives.

Additions and improvements are capitalized,

including direct and indirect costs incurred to validate equipment and bring to working conditions.

The costs for maintenance and repairs

are expensed as incurred.

The Company adopted FASB ASC

Topic 842, Leases , (“ASC 842”) effective December 31, 2021.

All significant lease agreements and contractual agreements

with embedded lease agreements are accounted for under the provisions of ASC 842, wherein, if the contractual arrangement:

use of a distinct identified asset;

provides for the right to substantially all the economic benefits from the use of the asset throughout

the contractual period;

Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third -party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity.

To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers , the Company performs the following five steps:

( 1 ) identify the contract(s) with a customer, ( 2 ) identify the performance obligations in the contract, ( 3 ) determine the transaction price, ( 4 ) allocate the transaction price to the performance obligations in the contract and ( 5 ) recognize revenue when (or as) the entity satisfies a performance obligation.

The key aspects considered by the Company include the following:

Contracts —The Company’s customer is primarily the patient, but the Company does not enter into a formal reimbursement contract with a patient.

The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing.

Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers.

The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained.

Performance obligations —A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer.

The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider.

The Company elects the practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year.

Transaction price —The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes).

The consideration expected to be collected from a contract with a customer may include fixed amounts, variable amounts, or both.

If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services.

The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration.

In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved.

When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider.

As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved.

Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate.

With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience.

Allocate transaction price —The transaction price is allocated entirely to the performance obligation contained within the contract with a customer on the basis of the relative standalone selling prices of each distinct good or service.

Practical Expedients —The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less.

Note 3 — Summary of Significant Accounting Policies - continued

The Company carries test supply inventories to support our laboratory activities.

The inventories are carried at the lower of weighted average cost and net realizable value and expensed through cost of sales as the supplies are used.

Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives.

Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions.

The costs for maintenance and repairs are expensed as incurred.

The Company adopted FASB ASC Topic 842, Leases , (“ASC 842” ) effective December 31, 2021.

All significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC 842, wherein, if the contractual arrangement:

involves the use of a distinct identified asset;

provides for the right to substantially all the economic benefits from the use of the asset throughout the contractual period;

and provides for the right to direct the use of the asset.

A lease agreement is accounted for as either a finance

lease or an operating lease.

Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date

a lease right-of-use (“ROU”) asset and a corresponding lease payment liability.

A lease ROU asset represents

the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation

to make lease payments.

The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments

plus initial direct costs incurred.

The Company recognizes lease expense of the amortization of the lease ROU asset for an operating

lease on a straight-line basis over the lease term;

and for financing leases on a straight-line basis unless another basis is more representative

of the pattern of economic benefit.

The operating ROU asset also includes any lease incentives received for improvements to leased property,

when the improvements are lessee-owned.

For improvements to leased property that are lessor-owned, the Company includes amounts the Company

incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease.

The lease liability is measured

at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent

the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases.

Certain leases may include options

to extend or terminate the agreement.

The Company does not assume renewals in determination of the lease term unless the renewals are

deemed to be reasonably certain at lease commencement.

As well, an option to terminate is considered unless it is reasonably certain

the Company will not exercise the option.

The Company elected the practical expedient to not recognize a lease ROU asset and lease payment

liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments

being recognized on a straight line basis over the lease term.

The Company’s leases with a commencement date prior to January 1,

2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021.

Additionally,

the Company elected the practical expedient to not separate lease and non-lease components.

A lease agreement is accounted for as either a finance lease or an operating lease.

Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability.

A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments.

The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred.

The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term;

and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit.

The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned.

For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease.

The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases.

Certain leases may include options to extend or terminate the agreement.

The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement.

Also, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option.

The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term.

Additionally, the Company elected the practical expedient to not separate lease and non-lease components.

Intangible Assets

Purchased intangible assets are

recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life.

See Note 9, Intangible

Assets, net , for further information with respect to purchased intangible assets.

Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life.

See Note 9, Intangible Assets, net , for further information with respect to purchased intangible assets.

Impairment - Long Lived Assets

The Company reviews its long-lived

assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying

amount of the assets may not be fully recoverable.

The Company evaluates assets for potential impairment by comparing estimated future

undiscounted net cash flows to the carrying amount of the asset.

If the carrying amount of the assets exceeds the estimated future undiscounted

cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally

an expected present value cash flow technique.

The assessment and determination of the existence of an impairment indicator comprises

measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation.

Note 3 — Summary of Significant Accounting

Policies - continued

The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable.

The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset.

If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique.

The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation.

Note 3 — Summary of Significant Accounting Policies - continued

Stock-Based Compensation

Stock-based awards are made to

members of the board of directors of the Company, the Company’s employees and non-employees, under each of the Lucid Diagnostics

2018 Equity Plan and the PAVmed 2014 Equity Plan.

The Company accounts for stock-based compensation in accordance with the provisions

of FASB ASC Topic 718, Stock Compensation (“ASC 718”).

The grant-date estimated fair

value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting

period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized

is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective stock-based award as of the reporting

The Company uses the Black-Scholes

valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity Plan and the Lucid Diagnostics

2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates and assumptions for stock-based awards,

principally as follows:

● With respect to the PAVmed 2014

Equity Plan, the expected stock price volatility is based on the historical stock price volatility

of PAVmed common stock over the period commensurate with the expected term with respect to

stock options granted to the board of directors and employees in the years ended December 31,

2024 and 2023;

● With respect to stock options granted

under the Lucid Diagnostics 2018 Equity Plan, the expected stock price volatility is based

on the historical stock price volatility of Lucid Diagnostics common stock and the volatilities

of similar entities within the medical device industry over the period commensurate with

the expected term with respect to stock options granted to employees in the years ended December 31,

2024 and 2023;

● The risk-free interest rate is based

on the interest rate payable on U.S.

Treasury securities in effect at the time of grant for

a period commensurate with either the expected term or the remaining contractual term, as

applicable, of the stock option;

● The expected dividend yield is based

on annual dividends of $ 0.00 as there have not been dividends paid to-date, and there is

no plan to pay dividends for the foreseeable future.

The price per share of Lucid

Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the

Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share.

The price per share of PAVmed

common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed 2014

Equity Plan is its quoted closing price per share.

Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and non-employee consultants, under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan.

The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation (“ASC 718” ).

The grant-date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date.

The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates and assumptions for stock-based awards, principally as follows:

With respect to the PAVmed 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed common stock over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2025 and 2024 ;

With respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of Lucid Diagnostics common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years ended December 31, 2025 and 2024 ;

The risk-free interest rate is based on the interest rate payable on U.S.

Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option;

The expected dividend yield is based on annual dividends of $ 0.00 as there have not been dividends paid to-date, and there is no plan to pay dividends for the foreseeable future.

The price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share.

The price per share of PAVmed common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed 2014 Equity Plan is its quoted closing price per share.

Financial Instruments Fair Value Measurements

FASB ASC Topic 820, Fair Value

Measurement , (ASC 820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in

an orderly transaction between market participants at a transaction measurement date.

The ASC 820 three-tier fair value hierarchy prioritizes

the inputs used in the valuation methodologies, as follows:

Level 1 Valuations based

on quoted prices for identical assets and liabilities in active markets.

Level 2 Valuations based

on observable inputs other than quoted prices included in Level 1, such as quoted prices

for similar assets or liabilities in active markets, quoted prices for identical or similar

assets and liabilities in markets which are not active, or other inputs observable or can

be corroborated by observable market data.

Level 3 Valuations based

on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably

available assumptions made by other market participants.

These valuations require significant

As of December 31, 2024

and 2023, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of

these financial instruments.

Note 3 — Summary of Significant Accounting

Policies - continued

FASB ASC Topic 820, Fair Value Measurement , (ASC 820 ) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date.

The ASC 820 three -tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows:

Valuations based on quoted prices for identical assets and liabilities in active markets.

Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data.

Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

These valuations require significant judgment.

As of December 31, 2025 and 2024 , the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments.

Note 3 — Summary of Significant Accounting Policies - continued

Fair Value Option ( “ FVO ” ) Election

Under a Securities Purchase Agreement

dated March 13, 2023, the Company issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March

2023 Senior Convertible Note”, which was accounted under the “fair value option election” as discussed below.

Under a Securities Purchase Agreement

dated November 12, 2024, the Company issued Senior Secured Convertible Notes dated November 22, 2024, referred to herein as the “2024

Convertible Notes”, which are accounted under the “fair value option election” as discussed below.

Under Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging , (“ASC

815”), a financial instrument containing embedded features and/or options may be required to be bifurcated from the financial instrument

host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or liability initially measured at

estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period

balance sheet date.

Alternatively, FASB ASC Topic

825, Financial Instruments , (“ASC 825”) provides for the “fair value option” (“FVO”) election.

In this regard, ASC 825-10-15-4 provides for the FVO election (to the extent not otherwise prohibited by ASC 825-10-15-5) to be afforded

to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction issue

date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the estimated

fair value recognized as other income (expense) in the statement of operations.

The estimated fair value adjustment of the March 2023

Senior Convertible Note and the 2024 Convertible Notes are presented in a single line item within other income (expense) in the accompanying

consolidated statement of operations (as provided for by ASC 825-10-50-30(b)).

Further, as required by ASC 825-10-45-5, to the extent

a portion of the fair value adjustment is attributed to a change in the instrument-specific credit risk, such portion would be recognized

as a component of other comprehensive income (“OCI”) (for which there was no such adjustment with respect to the March 2023

Senior Convertible Note and the 2024 Convertible Notes).

See Note 11, Financial Instruments

Fair Value Measurements , with respect to the FVO election;

and Note 12, Debt , for a discussion of the March 2023 Senior Convertible

Note and the 2024 Convertible Notes.

Research and Development Expenses

Under a Securities Purchase Agreement dated March 13, 2023, the Company issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March 2023 Senior Convertible Note”, which was accounted under the “fair value option election” as discussed below.

Under a Securities Purchase Agreement dated November 12, 2024, the Company issued Senior Secured Convertible Notes dated November 22, 2024, referred to herein as the “2024 Convertible Notes”, which are accounted under the “fair value option election” as discussed below.

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging , (“ASC 815” ), a financial instrument containing embedded features and/or options may be required to be bifurcated from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date.

Alternatively, FASB ASC Topic 825, Financial Instruments , (“ASC 825” ) provides for the “fair value option” (“FVO”) election.

In this regard, ASC 825 - 10 - 15 - 4 provides for the FVO election (to the extent not otherwise prohibited by ASC 825 - 10 - 15 - 5 ) to be afforded to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations.

The estimated fair value adjustment of the March 2023 Senior Convertible Note and the 2024 Convertible Note, including the component related to accrued interest, is presented in a single line item within other income (expense) in the accompanying consolidated statement of operations (as provided for by ASC 825 - 10 - 50 - 30 (b)).

Further, as required by ASC 825 - 10 - 45 - 5, to the extent a portion of the fair value adjustment is attributed to a change in the instrument-specific credit risk, such portion would be recognized as a component of other comprehensive income (“OCI”) (for which there was no such adjustment with respect to the March 2023 Senior Convertible Note and the 2024 Convertible Notes).

See Note 12, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 13, Debt , for a discussion of the March 2023 Senior Convertible Note and the 2024 Convertible Notes.

Research and Development Expenses

are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development

activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies,

supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research

and development activities, and fees incurred for access to certain facilities of contract research service providers.

Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers.

Patent Costs and Purchased Patent License Rights

Patent related costs in connection

with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line

item captioned “general and administrative expenses” in the accompanying consolidated statements of operations.

reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “general

and administrative” expenses in the accompanying consolidated statements of operations.

The Company has entered into

agreements with third parties to acquire technologies for potential commercial development.

Such agreements generally require an initial

payment by the Company when the contract is executed.

The purchase of patent license rights for use in research and development activities,

including product development, are expensed as incurred and are classified as research and development expense.

Additionally, the Company

may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales

volume, which is included in cost of revenues in the accompanying consolidated statements of operations.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”)

Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development, including upfront

licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration

(“FDA”), are charged to research and development expense as incurred.

Future contract milestone and /or royalty payments

will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone

can be objectively estimated.

Note 3 — Summary of Significant Accounting

Policies - continued

The Company accounts for income

taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740).

Current tax liabilities or receivables

are recognized for estimated income tax payable and/or refundable for the current year.

Deferred tax assets and deferred tax liabilities

are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of

existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards.

tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which

those temporary differences are expected to be recovered or settled.

Changes in deferred tax assets and deferred tax liabilities are

recorded in the provision for income taxes.

Under ASC 740, a “more-likely-than-not”

criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable

income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense.

A valuation allowance is established,

when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not,

the full or partial amount of the net deferred tax asset will not be realized.

As a result of the evaluation of the positive and negative

evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not

the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax

assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2024 and 2023.

The Company recognizes the benefit

of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be

sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than

50% likelihood of being realized upon ultimate settlement.

As of December 31, 2024, the Company does no t have any unrecognized tax

benefits resulting from uncertain tax positions.

The Company’s policy is

to record interest and penalties related to income taxes as part of its income tax provision.

There were no amounts accrued for penalties

or interest as of December 31, 2024 and December 31, 2023 or recognized during the years ended December 31, 2024 and 2023.

The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from

its position.

Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations.

Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “general and administrative” expenses in the accompanying consolidated statements of operations.

The Company has entered into agreements with third parties to acquire technologies for potential commercial development.

Such agreements generally require an initial payment by the Company when the contract is executed.

The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense.

Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume, which is included in cost of revenues in the accompanying consolidated statements of operations.

In accordance with the FASB Accounting Standard Codification (“ASC”) Topic 730, “ Research and Development ”, (“ASC 730” ), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred.

Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated.

Note 3 — Summary of Significant Accounting Policies - continued

The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes , ("ASC 740" ).

Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year.

Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards.

Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes.

Under ASC 740, a “more-likely-than- not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense.

A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than- not, the full or partial amount of the net deferred tax asset will not be realized.

As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than- not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2025 and 2024 .

The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than- not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement.

As of December 31, 2025 , the Company does not have any unrecognized tax benefits resulting from uncertain tax positions.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

There were no amounts accrued for penalties or interest as of December 31, 2025 and December 31, 2024 or recognized during the years ended December 31, 2025 and 2024 .

The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position.

Net Loss Per Share

The net loss per share is computed

by dividing each respective net loss by the number of “basic weighted average common shares outstanding” and “diluted

weighted average shares outstanding” for the reporting period indicated.

The basic weighted-average shares common shares outstanding

are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during

the respective reporting period indicated.

The diluted weighted average common shares outstanding are the sum of the basic weighted-average

common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using

the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued

and outstanding during the periods indicated, if dilutive.

The Company’s common stock equivalents include convertible debt, convertible

preferred stock, stock options and unvested restricted stock awards granted under the Lucid Diagnostics 2018 Long-Term Incentive Equity

Notwithstanding, as the Company

has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the

basic and diluted net loss per share for each reporting period presented.

The net loss per share is computed by dividing each respective net loss by the number of “basic weighted average common shares outstanding” and “diluted weighted average shares outstanding” for the reporting period indicated.

The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated.

The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive.

The Company’s common stock equivalents include convertible debt, convertible preferred stock, stock options and unvested restricted stock awards granted under the Lucid Diagnostics 2018 Long-Term Incentive Equity Plan.

Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share for each reporting period presented.

JOBS Act EGC Accounting Election

The Company is an “emerging

growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued after 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

who are not an EGC.

Note 3 — Summary of Significant Accounting

Policies - continued

The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued after 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 who are not an EGC.

Note 3 — Summary of Significant Accounting Policies - continued

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued

2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which

require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide

in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

In December 2023, the FASB issued ASU No.

2023 - 09, Income Taxes (Topic 740 )—Improvements to Income Tax Disclosures (“ASU 2023 - 09” ), which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023 - 09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023 - 09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024.

Early adoption is permitted.

The guidance was adopted by the Company on January 1, 2024.

of the ASU did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact

on the Company’s segment-related disclosures.

Refer to Note 17, Segment Information for further information on the Company’s

reportable segment.

The guidance was adopted by the Company effective January 1, 2025, on a prospective basis.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements, but resulted in new or expanded disclosures upon adoption.

Refer to Note 16, Income Taxes for further information.

Recent Accounting Standards Updates Not Yet Adopted

In November 2024, the FASB issued

In November 2024, the FASB issued ASU No.

2024 - 03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses.

This update enhances financial statement disclosures by requiring public business entities

to disclose specified information about certain costs and expenses including the amounts of (a) purchases of inventory, (b) employee compensation,

The update also requires disclosure

of certain amounts that are already required to be disclosed under current GAAP, disclosure of a qualitative description of the amounts

remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling

expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments in this update may be applied

either prospectively or retrospectively and are effective for annual reporting periods beginning after December 15, 2026, and interim

reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the potential impact

of this guidance on its consolidated financial statements.

In December 2023, the FASB issued

2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to

enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide for enhanced income

tax information primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for

the Company prospectively to all annual periods beginning after December 15, 2024.

This update enhances financial statement disclosures by requiring public business entities to disclose specified information about certain costs and expenses including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption.

The update also requires disclosure of certain amounts that are already required to be disclosed under current GAAP, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments in this update may be applied either prospectively or retrospectively and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company does not

expect the standard to have a significant impact on its consolidated financial statements.

In October 2023, the FASB issued

The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In October 2023, the FASB issued ASU No.

2023 - 06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification

This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification

to conform with certain SEC amendments in Release No.

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No.

33 - 10532, Disclosure Update and Simplification.

The amendments in this update should

be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related

disclosure from Regulation S-X or S-K becomes effective.

However, if the SEC has not removed the related disclosure from its regulations

by June 30, 2027, the amendments will be removed from the Codification and not become effective.

The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S- X or S-K becomes effective.

However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective.

Early adoption is prohibited.

is currently evaluating the potential impact of this guidance on its consolidated financial statements and disclosures.

Note 4 — Revenue

from Contracts with Customers

The Company is currently evaluating the potential impact this update will have on its consolidated financial statements and disclosures.

Note 4 — Revenue from Contracts with Customers

Revenue Recognized

In the year ended December 31,

2024, the Company recognized revenue of $ 4,346 , resulting from the delivery of patient EsoGuard test results.

Revenue recognized from

customer contracts deemed to include a variable consideration transaction price is limited to the unconstrained portion of the variable

consideration.

The Company’s revenue for the year ended December 31, 2023 was $ 2,428 , resulting from the delivery of patient

EsoGuard test results.

In the year ended December 31, 2025 , the Company recognized revenue of $ 4,706 , resulting from the delivery of patient EsoGuard test results.

Revenue recognized from customer contracts deemed to include a variable consideration transaction price is limited to the unconstrained portion of the variable consideration.

The Company’s revenue for the year ended December 31, 2024 was $ 4,346 , resulting from the delivery of patient EsoGuard test results.

Cost of Revenue

The cost of revenues principally

includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities),

the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties.

In the year ended December 31,

2024, the cost of revenue was $ 7,099 , primarily related to costs for our laboratory operations and EsoCheck device supplies.

The Company’s

cost of revenue for the year ended December 31, 2023 was $ 5,979 , primarily related to costs for our laboratory operations and EsoCheck

device supplies.

Note 5 — Related

Party Transactions

The cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties.

In the year ended December 31, 2025 , the cost of revenue was $ 6,670 , primarily related to costs for our laboratory operations and EsoCheck device supplies.

The Company’s cost of revenue for the year ended December 31, 2024 was $ 7,099 , primarily related to costs for our laboratory operations and EsoCheck device supplies.

Note 5 — Related Party Transactions

The aggregate Due To:

for the period indicated is summarized as follows:

Schedule of Due To:

Employee-Related Costs

Related Costs

Balance - December 31, 2023

ERC - Payroll & Benefits

ERC - Benefits

On Behalf Of (OBO) activities

Cash payments to PAVmed Inc.

Payment to PAVmed Inc.

settled in LUCD stock

Balance - December 31, 2024

Employee-Related Costs

Related Costs

Balance - December 31, 2024

2 unchanged sentences

Cash payments to PAVmed Inc.

Payment to PAVmed Inc.

settled in LUCD stock

Balance - December 31, 2025

PAVmed - Management Services Agreement

The Company’s daily operations

are also managed in part by personnel employed by PAVmed, for which the Company incurs a service fee, referred to as the “MSA Fee”,

according to the provisions of a Management Services Agreement (“MSA”) with PAVmed.

The MSA does not have a termination date,

but may be terminated by the Company’s board of directors.

The MSA Fee is charged on a monthly basis and is subject-to periodic

adjustment corresponding with changes in the services provided by PAVmed personnel to the Company, with any such change in the MSA Fee

being subject to approval of the boards of directors of each of the Company and PAVmed.

In March 2024, PAVmed and the Company were authorized

by their respective boards of directors to enter, and they did enter, into an eighth amendment to the MSA.

Under this amendment, the

monthly fee due from the Company to PAVmed was increased from $ 750 to $ 833 , effective January 1, 2024.

In August 2024, PAVmed and the

Company were authorized by their respective boards of directors to enter, and they did enter, into a ninth amendment to the MSA.

this amendment, the monthly fee due from the Company to PAVmed was increased from $ 833 to $ 1,050 , effective July 1, 2024.

year ended December 31, 2023, MSA fees were $ 750 per month.

Currently, under the terms of PAVmed’s outstanding convertible debt,

PAVmed is required to elect to receive such payments in cash.

On January 26, 2024, PAVmed elected

to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics

common stock.

The MSA Fee expense classification

in the consolidated statement of operations for the periods noted is as follows:

Schedule of MSA Fee Expense Classification in Statements of Operations

The Company’s daily operations are also managed in part by personnel employed by PAVmed, for which the Company incurs a service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with PAVmed.

The MSA may be terminated by the Company’s board of directors at any time.

The MSA Fee is charged on a monthly basis and is subject-to periodic adjustment corresponding with changes in the services provided by PAVmed personnel to the Company, with any such change in the MSA Fee being subject to approval of the boards of directors of each of the Company and PAVmed.

The monthly fee due from the Company to PAVmed is $ 1,050 which became effective on July 1, 2024.

In December 2025, PAVmed and the Company were authorized by their respective boards of directors to enter, and they did enter, into a tenth amendment to the MSA.

Under this amendment, the monthly fee due from the Company to PAVmed for December 2025 was increased from $ 1,050 to $ 2,277 (such increased amount reflects certain PAVmed employee-related costs in respect of services they performed for the benefit of the Company under the MSA).

On January 26, 2024, PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics common stock.

The MSA Fee expense classification in the consolidated statement of operations for the periods noted is as follows:

Years Ended December 31,

3 unchanged sentences

Total MSA Fee

The classification of the MSA

Fee as presented above is based on the PAVmed classification of employee salary expense and other operating expenses.

In this regard,

PAVmed classifies employee salary expense as sales and marketing expenses for employees performing sales, sales support and marketing

activities, research and development expenses for those employees who are engaged in product and services engineering development and

design and /or clinical trials activities, and other employees and activities classified as general and administrative.

The classification of the MSA Fee as presented above is based on the PAVmed classification of employee salary expense and other operating expenses.

In this regard, PAVmed classifies employee salary expense as sales and marketing expenses for employees performing sales, sales support and marketing activities, research and development expenses for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, and other employees and activities classified as general and administrative.

Transfer of Intellectual Property from PAVmed

On September 27, 2024, the Company

entered into an Assignment of Patent Rights with PAVmed, pursuant to which PAVmed assigned certain patent rights to the Company related

to the EsoCheck device.

On September 27, 2024, the Company entered into an Assignment of Patent Rights with PAVmed, pursuant to which PAVmed assigned certain patent rights to the Company related to the EsoCheck device.

In consideration of the assignment the Company agreed to pay PAVmed a $ 350 assignment fee.

Note 6 — Prepaid Expenses, Deposits,

and Other Current Assets

Prepaid expenses and other current assets consisted

of the following as of:

Schedule of Prepaid Expenses and Other Current Assets

Note 6 — Prepaid Expenses, Deposits, and Other Current Assets

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

December 31, 2025

5 unchanged sentences

Note 7 — Fixed Assets

Fixed assets, less accumulated depreciation, consisted

of the following as of:

of Fixed Assets

Fixed assets, less accumulated depreciation, consisted of the following as of:

Estimated Useful Life

8 unchanged sentences

Total Fixed Assets, net

(1) Lesser of remaining lease

term or estimated useful life.

Depreciation expense of $ 479 and $ 478 for the years

ended December 31, 2024 and 2023, respectively, is included in general and administrative expenses in the accompanying consolidated

statements of operations.

Lesser of remaining lease term or estimated useful life.

Depreciation expense of $ 451 and $ 479 for the years ended December 31, 2025 and 2024 , respectively, is included in general and administrative expenses in the accompanying consolidated statements of operations.

Note 8 — Leases

During the year ended December 31,

2024, the Company entered into additional lease agreements that have commenced and are classified as operating leases, including in June

2024, the Company exercised a renewal option to extend the lease term on its central laboratory in California for an additional three

years, through December 31, 2027.

The aggregate (undiscounted) rent payments are approximately $ 2.6 million over the extended lease term.

The components of lease expense

were as follows:

of Components of Lease Expense

The components of lease expense were as follows:

Year Ended December 31,

3 unchanged sentences

Total lease cost

Note 8 — Leases - continued

The Company’s future lease

payments as of December 31, 2024, which are presented as operating lease liabilities, current portion and operating lease liabilities,

less current portion on the Company’s consolidated balance sheets are as follows:

of Future Lease Payments of Operating Lease Liabilities

The Company’s future lease payments as of December 31, 2025 , which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows:

Total lease payments

1 unchanged sentence

Present value of lease liabilities

Supplemental disclosure of cash

flow information related to the Company’s cash and non-cash activities with its leases are as follows:

of Cash Flow Supplemental Information

Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:

Years Ended December 31,

5 unchanged sentences

Weighted-average discount rate - operating leases

As of December 31, 2024

and December 31, 2023, the Company’s right-of-use assets from operating leases were $ 2,637 and $ 1,307 , respectively, which are

reported in operating lease right-of-use assets in the consolidated balance sheets.

As of December 31, 2024 and December 31, 2023,

the Company had outstanding operating lease obligations of $ 2,654 and $ 1,305 , respectively, of which $ 854 and $ 1,106 , respectively, are

reported in operating lease liabilities, current portion and $ 1,800 and $ 199 , respectively, are reported in operating lease liabilities

less current portion in the Company’s consolidated balance sheets.

The Company calculates its incremental borrowing rates for specific

lease terms, used to discount future lease payments, as a function of the financing terms the Company would likely receive on the open

Note 9 — Intangible

Intangible assets, less accumulated

amortization, consisted of the following as of:

Schedule of Intangible Assets

As of December 31, 2025 and December 31, 2024 , the Company’s right-of-use assets from operating leases were $ 1,806 and $ 2,637 , respectively, which are reported in operating lease right-of-use assets in the consolidated balance sheets.

As of December 31, 2025 and December 31, 2024 , the Company had outstanding operating lease obligations of $ 1,820 and $ 2,654 , respectively, of which $ 893 and $ 854 , respectively, are reported in operating lease liabilities, current portion and $ 927 and $ 1,800 , respectively, are reported in operating lease liabilities less current portion in the Company’s consolidated balance sheets.

The Company calculates its incremental borrowing rates for specific lease terms, as a function of the financing terms the Company would likely receive on the open market.

Note 9 — Intangible Assets, net

Intangible assets, less accumulated amortization, consisted of the following as of:

Estimated Useful Life

6 unchanged sentences

Intangible Assets, net

Amortization expense of the intangible

assets discussed above was $ 688 and $ 2,021 for the years ended December 31, 2024 and 2023, respectively, and is included in amortization

of acquired intangible assets in the accompanying consolidated statements of operations.

As of December 31, 2024, the estimated

future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal

years is as follows:

Schedule of Future Amortization Expense

Note 10 — Accrued Expenses and Other

Current Liabilities

Accrued expenses and other current liabilities consisted

of the following items as of:

Schedule of Accrued Expenses and Other Current Liabilities

Amortization expense of the intangible assets discussed above was $ 421 and $ 688 for the years ended December 31, 2025 and 2024 , respectively, and is included in amortization of acquired intangible assets in the accompanying consolidated statements of operations.

As of December 31, 2025 , the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:

Note 10 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following items as of:

December 31, 2025

4 unchanged sentences

Total accrued expenses and other current liabilities

Note 11 — Financial

Instruments Fair Value Measurements

Note 11 — Commitment and Contingencies

Other Matters

In the ordinary course of Lucid’s business, particularly as it begins commercialization of its products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time.

The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company.

Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows.

Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.

Note 12 — Financial Instruments Fair Value Measurements

Recurring Fair Value Measurements

The fair value hierarchy table for the reporting date

noted is as follows:

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

Fair Value Measurement

on a Recurring Basis at Reporting Date Using 1

The fair value hierarchy table for the reporting date noted is as follows:

Fair Value Measurement on a Recurring Basis at Reporting Date Using 1

Level-1 Inputs

7 unchanged sentences

December 31, 2024

March 2023 Senior Convertible Note

1 There were no transfers between the respective Levels during the year ended December 31,

As discussed in Note 12, Debt ,

the Company issued a Senior Secured Convertible Note dated March 21, 2023 with a $ 11.1 million face value principal (“March 2023

Senior Convertible Note”).

The convertible note is accounted for under the fair value option (“FVO”) election,

wherein, the financial instrument is initially measured at its issue date estimated fair value and subsequently remeasured at estimated

fair value on a recurring basis at each reporting period date.

Note 11 — Financial Instruments Fair Value

Measurements - continued

As discussed in Note 12, Debt ,

the Company issued Senior Secured Convertible Notes dated November 22, 2024 with a $ 21.975 million face value principal (“2024

2024 Convertible Notes

The convertible notes are accounted for under the fair value option (“FVO”) election, wherein,

the financial instruments are initially measured at their issue date estimated fair value and subsequently remeasured at estimated fair

value on a recurring basis at each reporting period date.

The estimated fair value of the

financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs.

gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable

(e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs.

The estimated fair value of the

2024 Convertible Notes as of each November 22, 2024 and December 31, 2024, and the March 2023 Senior Convertible Note as of December

31, 2023 was computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis

and a required rate-of-return, using the following assumptions:

Schedule of Fair Value Assumption Used

March 2023 Senior Convertible Note:

December 31, 2023

There were no transfers between the respective Levels during the year ended December 31, 2025.

As discussed in Note 13, Debt , the Company issued Senior Secured Convertible Notes dated November 22, 2024 with a $ 21.975 million face value principal ( “2024 Convertible Notes”).

The convertible notes are accounted for under the fair value option (“FVO”) election, wherein, the financial instruments are initially measured at their issue date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs.

Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs.

The estimated fair value of the 2024 Convertible Notes as of each December 31, 2025 and December 31, 2024 was computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions:

Convertible Notes:

November 22, 2024

Convertible Notes:

December 31, 2025

December 31, 2024

Face value principal payable

5 unchanged sentences

Dividend yield

The estimated fair values reported

utilized the Company’s common stock price along with certain Level 3 inputs (as discussed in the table above), in the development

of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models.

The estimated fair values are

subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price,

the Company’s dividend yield, the risk-free rates based on U.S.

Treasury security yields, and certain other Level-3 inputs including,

assumptions regarding the estimated volatility in the value of the Company’s common stock price and the volatility of similar entities

within the medical device industry.

The estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed in the table above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models.

The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S.

Treasury security yields, and certain other Level- 3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and the volatility of similar entities within the medical device industry.

Changes in these assumptions can materially affect the estimated fair values.

Note 13 — Debt

The fair value and face value

principal outstanding of the 2024 Convertible Notes as of the dates indicated are as follows:

Summary of Outstanding Debt

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

The fair value and face value principal outstanding of the 2024 Convertible Notes as of the dates indicated are as follows:

Maturity Date

Interest Rate

Price per Share

2024 Convertible Notes

1 unchanged sentence

Balance as of December 31, 2025

The fair value and face value

principal outstanding of the March 2023 Senior Convertible Note (redeemed on November 22, 2024) as of December 31, 2023:

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

March 2023 Senior Convertible Note

March 21, 2025

Maturity Date

Interest Rate

Price per Share

2024 Convertible Notes

November 22, 2029

Balance as of December 31, 2024

Note 12 — Debt - continued

The changes in the fair value

of debt during the year ended December 31, 2024 is as follows:

Schedule of Changes in Fair Value of Debt

March 2023 Senior Convertible Note

The changes in the fair value of debt during the year ended December 31, 2025 is as follows:

Convertible Notes

Sum of Balance Sheet Fair Value Components

Other Income (expense)

Fair Value - December 31, 2024

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – cash interest paid

Non-installment payments – common stock

Change in fair value

Principal repayments - cash

Fair Value at December 31, 2025

Other Income (Expense) - Change in fair value – year ended December 31, 2025

The changes in the fair value

of debt during the year ended December 31, 2023 is as follows:

March 2023 Senior Convertible Note

Other Income (expense)

The changes in the fair value of debt during the year ended December 31, 2024 is as follows:

March 2023 Senior

Sum of Balance Sheet Fair Value

Convertible Note

Convertible Notes

Fair Value - December 31, 2023

Fair Value - Beginning Balance

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

1 unchanged sentence

Change in fair value

Principal repayments - cash

Fair Value at December 31, 2024

Fair Value - Ending Balance

Other Income (Expense) - Change in fair value – year ended December 31, 2024

1 unchanged sentence

March 2023 Senior Secured Convertible Note

Lucid Diagnostics entered into

a Securities Purchase Agreement (“SPA”) dated March 13, 2023, with an accredited institutional investor (“Investor”,

“Lender”, and /or “Holder”), wherein Lucid agreed to sell, and the Investor agreed to purchase, an aggregate

of $ 11.1 million face value principal of debt.

Under the SPA, Lucid issued in

a registered direct offering under its effective shelf registration statement a Senior Secured Convertible Note dated March 21, 2023,

referred to herein as the “March 2023 Senior Convertible Note”, with such note having a $ 11.1 million face value principal,

a 7.875 % annual stated interest rate, a contractual conversion price of $ 5.00 per share of the Company’s common stock (subject

to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction),

and a contractual maturity date of March 21, 2025 .

The March 2023 Senior Convertible Note may be converted into shares of common stock

of the Company at the Holder’s election.

The March 2023 Senior Convertible

Note proceeds were $ 9.925 million after deducting a $ 1.186 million lender fee and offering costs.

The lender fee and offering costs were

recognized as of the March 21, 2023 issue date as a current period expense in other income (expense) in the Company’s consolidated

statement of operations.

During the period from March

21, 2023 to September 20, 2023, the Company was required to pay interest expense only (on the $ 11.1

million face value principal), at 7.875 %

per annum, computed on a 360 day year.

The Company paid cash interest expense of $ 391

for the year ended December 31, 2023.

Commencing September 21, 2023, and then on each of the successive first and tenth trading

day of each month thereafter through to and including March 14, 2025 (each referred to as an “Installment Date”);

the March 21, 2025 maturity date, the Company will be required to make a principal repayment of $ 292 together with accrued interest thereon,

with such 38 payments referred to herein as the “Installment Amount”, settled in shares of common stock of the Company, subject

to customary equity conditions, including minimum share price and volume thresholds, or at the election of the Company, in cash, in whole

In addition to the Installment Amount repayments, the Holder was able to elect to accelerate the conversion of

future Installment Amount repayments, and interest thereon, subject to certain restrictions, as defined, utilizing the then current

conversion price of the most recent Installment Date conversion price.

The payment of all amounts due and

payable under this senior convertible note was guaranteed by all of Lucid Diagnostics’ subsidiaries;

and the obligations under this

senior convertible note were secured by all of the assets of Lucid Diagnostics and its subsidiaries.

Lucid was subject to certain customary

affirmative and negative covenants regarding the rank of the note, along with the incurrence of further indebtedness, the existence of

liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions,

the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters.

Lucid was subject to financial covenants requiring:

(i) a minimum of $5.0 million of available cash at all times;

(ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest

thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days,

as of the last day of any fiscal quarter commencing with September 30, 2023, to not exceed 30%;

and (iii) the Company’s market capitalization

to at no time be less than $30 million.

The March 2023 Senior Convertible

Note installment payments were payable in shares of Lucid Diagnostics common stock at a conversion price that was the lower of the contractual

conversion price and 82.5% of the two lowest VWAPs during the last 10 trading days preceding the date of conversion, subject to a conversion

price floor of $0.30.

The notes are also subject to certain provisions that may require redemption upon the occurrence of an event of default,

a change of control, or certain equity issuances.

In the year ended December 31,

2024, approximately $ 8,365 of principal repayments along with approximately $ 912 of interest expense thereon, were settled through the

issuance of 13,866,867 shares of common stock of the Company, with such shares having a fair value of approximately $ 13,482 (with such

fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

The conversions resulted

in debt extinguishment losses of $ 4,205 in the year ended December 31, 2024.

In addition to principal payments through conversions,

the Company redeemed the March 2023 Senior Convertible Note for $ 3,616 , which included an additional $ 962 of debt extinguishment loss in the year ended

December 31, 2024.

Lucid Diagnostics entered into a Securities Purchase Agreement (“SPA”) dated March 13, 2023, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein Lucid agreed to sell, and the Investor agreed to purchase, an aggregate of $ 11.1 million face value principal of debt.

In the year ended December 31, 2024 , approximately $ 8,365 of principal repayments along with approximately $ 912 of interest expense thereon, were settled through the issuance of 13,866,867 shares of common stock of the Company, with such shares having a fair value of approximately $ 13,482 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

The conversions resulted in debt extinguishment losses of $ 4,205 in the year ended December 31, 2024 .

In addition to principal payments through conversions, in November 2024, the Company redeemed the March 2023 Senior Convertible Note for $ 3,616 , which included an additional $ 962 of debt extinguishment loss in the year ended December 31, 2024 .

November 2024 Senior Convertible Note

On November 22, 2024, the Company

closed on the sale of $ 21.975 million in principal amount of Senior Secured Convertible Notes (collectively, the “2024 Convertible

Notes”), in a private placement, to certain accredited investors (the “2024 Note Investors”).

The sale of the 2024

Convertible Notes was completed pursuant to the terms of that certain Securities Purchase Agreement, dated as of November 12, 2024 (the

“2024 SPA”), between the Company and the 2024 Note Investors.

The Company realized gross proceeds of $ 21.975 million and,

after giving effect to the repayment in full of the March 2023 Senior Convertible Note, net proceeds of $ 18.3 million from the sale of

the 2024 Convertible Notes.

As of December 31, 2024 there was approximately $ 0.4 million of subscription receivable currently included

in prepaid expenses, deposits, and other current assets on the Company’s consolidated balance sheets.

Subsequent to December 31,

2024, the Company received the entire $ 0.4 million of subscription receivable.

The material terms of the 2024

Convertible Notes, upon issuance, are as follows:

Each 2024 Convertible Note

annual stated interest rate, a contractual maturity date of five

years from the date of issuance, and a contractual conversion price of $ 1.00

per share of the Company’s common stock (subject to (i) in the event of certain issuances of additional securities by the

Company at a price per share less than the then applicable conversion price, adjustment to such lower price per share, and (ii)

customary proportionate adjustment upon any stock split, stock dividend, stock combination, recapitalization or other similar

transaction).

The Company will hold a stockholder meeting no later than June 30, 2025 to solicit the stockholder approval of the

issuance of the conversion shares (and payment in kind of interest on the Notes).

The principal of the 2024 Convertible

Notes does not amortize in installments over the term of the notes.

On November 22, 2024, the Company closed on the sale of $ 21.975 million in principal amount of Senior Secured Convertible Notes (collectively, the “2024 Convertible Notes”), in a private placement, to certain accredited investors (the “2024 Note Investors”).

The sale of the 2024 Convertible Notes was completed pursuant to the terms of that certain Securities Purchase Agreement, dated as of November 12, 2024 ( the “2024 SPA”), between the Company and the 2024 Note Investors.

The Company realized gross proceeds of $ 21.975 million and, after giving effect to the repayment in full of the March 2023 Senior Convertible Note, net proceeds of $ 18.3 million from the sale of the 2024 Convertible Notes.

The material terms of the 2024 Convertible Notes, upon issuance, are as follows:

Each 2024 Convertible Note has a 12.0 % annual stated interest rate, a contractual maturity date of five years from the date of issuance, and a contractual conversion price of $ 1.00 per share of the Company’s common stock (subject to (i) in the event of certain issuances of additional securities by the Company at a price per share less than the then applicable conversion price, adjustment to such lower price per share, and (ii) customary proportionate adjustment upon any stock split, stock dividend, stock combination, recapitalization or other similar transaction).

The Company held a stockholder meeting on June 18, 2025 at which the stockholders approved the issuance of the shares issuable upon conversion of the Notes in excess of any primary market limitations.

The principal of the 2024 Convertible Notes does not amortize in installments over the term of the notes.

The entire principal amount of the notes is due on the maturity date.

The accrued interest on the 2024 Convertible Notes is paid quarterly in cash or, at the election of the holder, shares of the Company’s

common stock, at a price based on the then current market price.

The accrued interest on the 2024 Convertible Notes is paid quarterly in cash or, at the election of the holder, shares of the Company’s common stock, at a price based on the then current market price.

Note 13 — Debt - continued

Each 2024 Convertible Note is

convertible into shares of the Company’s common stock at the holder’s election at any time and from time to time after the

6-month anniversary of issuance.

In addition, each 2024 Convertible Note converts into shares of the Company’s common stock, subject

to customary beneficial ownership and primary market limitations, (i) at the election of the holder upon the consummation by the Company

of certain fundamental transactions (in which case all interest that would have accrued through maturity would also convert into shares

of the Company’s common stock), or (ii) at the Company’s election at any time after the six-month anniversary of the issuance

of such note, upon written notice given to the holder thereof, if the VWAP of the Company’s common stock has been at least $ 10.00

per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of any 30 consecutive

trading days.

The Company is not permitted to voluntarily repurchase, redeem or prepay any 2024 Convertible Note, other than during the

last 6 months prior to maturity thereof.

The 2024 Convertible Notes are

secured by a lien on all the Company’s present and future tangible and intangible property and assets.

The 2024 Convertible Notes

are subject to acceleration upon consummation of a fundamental transaction, upon default of the Case Western Reserve University

Amended and Restated License Agreement, upon failure to obtain a positive Medicare coverage decision with respect to its EsoGuard

product by the 18-month anniversary of issuance, and upon certain other customary events of default.

Each 2024 Convertible Note is convertible into shares of the Company’s common stock at the holder’s election at any time and from time to time after the 6 -month anniversary of issuance.

In addition, each 2024 Convertible Note converts into shares of the Company’s common stock, subject to customary beneficial ownership and primary market limitations, (i) at the election of the holder upon the consummation by the Company of certain fundamental transactions (in which case all interest that would have accrued through maturity would also convert into shares of the Company’s common stock), or (ii) at the Company’s election at any time after the six -month anniversary of the issuance of such note, upon written notice given to the holder thereof, if the VWAP of the Company’s common stock has been at least $ 10.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of any 30 consecutive trading days.

The Company is not permitted to voluntarily repurchase, redeem or prepay any 2024 Convertible Note, other than during the last 6 months prior to maturity thereof.

The 2024 Convertible Notes are secured by a lien on all the Company’s present and future tangible and intangible property and assets.

The 2024 Convertible Notes are subject to acceleration upon consummation of a fundamental transaction, upon default of the Case Western Reserve University Amended and Restated License Agreement, upon failure to obtain a positive Medicare coverage decision with respect to its EsoGuard product by the 18 -month anniversary of issuance, and upon certain other customary events of default.

Upon default the interest rate would increase to 18 %.

Under the 2024 Convertible Notes,

the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence

of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or

redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates, and the consummation of fundamental

transactions where the aggregate consideration payable in respect thereof, as determined on a per share of the Company’s common

stock basis, has a fair market value that is less than $1.50, among other customary matters.

Under the 2024 Convertible Notes, the Company

is subject to a financial covenant requiring that the amount of its available cash equal or exceed $5.0 million at all times that at

least 25% of the principal amount of 2024 Convertible Notes issued are outstanding.

The Company was in compliance with all covenants

as of December 31, 2024.

Certain of the investors in the

purchase and sale of the 2024 Convertible Notes have the collective right to designate one individual to be appointed to the Company’s

board of directors, subject to certain limitations and subject to the policies and procedures of the Company’s nominating and corporate

governance committee.

The Company agreed that it

will, within 120 days following the closing of the offering of the 2024 Convertible Notes, file with the SEC

a resale registration statement on Form S-3 covering the resale of all shares of the Company’s common stock issuable upon conversion

of the 2024 Convertible Notes.

Subsequent to December 31, 2024, on March 14, 2025, a majority-in-interest of the holders of the 2024 Convertible

Notes agreed to extend this filing deadline to 180 days following such closing.

The holders of the 2024 Convertible

Notes have the right, based on their ownership interest in the Company assuming the conversion of all such notes, to participate in subsequent

equity or debt financings or issuances by the Company (subject to customary exceptions).

Note 13 — Stock-Based

Under the 2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates, and the consummation of fundamental transactions where the aggregate consideration payable in respect thereof, as determined on a per share of the Company’s common stock basis, has a fair market value that is less than $ 1.50 , among other customary matters.

Under the 2024 Convertible Notes, the Company is subject to a financial covenant requiring that the amount of its available cash equal or exceed $ 5.0 million at all times that at least 25 % of the principal amount of 2024 Convertible Notes issued are outstanding.

The Company was in compliance with all covenants as of December 31, 2025 .

Certain of the investors in the purchase and sale of the 2024 Convertible Notes have the collective right to designate one individual to be appointed to the Company’s board of directors, subject to certain limitations and subject to the policies and procedures of the Company’s nominating and corporate governance committee.

The Company filed a resale registration statement on Form S- 3 Registration No.

333 - 287496 effective May 30, 2025 covering the resale of all shares of the Company’s common stock issuable upon conversion of the 2024 Convertible Notes.

Note 14 — Stock-Based Compensation

Lucid Diagnostics 2018 Long-Term Incentive Equity Plan

The Lucid Diagnostics Inc.

Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity

Plan discussed below.

The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors,

and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics.

The types of awards that may be granted under

the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards

subject to limitations under applicable law.

2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan discussed below.

The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics.

The types of awards that may be granted under the Lucid Diagnostics 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 compensation committee.

A total of 14,324,038 shares

of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan, with 866,463 shares available

for grant as of December 31, 2024.

The share reservation is not diminished by a total of 523,300 stock options and 50,000 restricted

stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of December 31, 2024.

In January 2025, the number of shares

available for grant was increased by 4,018,163 in accordance with the evergreen provisions of the plan.

Note 13 — Stock-Based Compensation -

Lucid Diagnostics Stock Options

A total of 18,342,201 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan, with 557,412 shares available for grant as of December 31, 2025 .

The share reservation is not diminished by a total of 523,300 stock options and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of December 31, 2025 .

In January 2026, the number of shares available for grant was increased by 8,260,980 in accordance with the evergreen provisions of the plan.

Note 14 — Stock-Based Compensation - continued

Lucid Diagnostics Stock Options

granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows:

of Stock Options Issued and Outstanding Activities

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows:

Stock Options

Outstanding stock options at December 31, 2023

2 unchanged sentences

Vested and exercisable stock options at December 31, 2025

(1) Stock options granted under the

Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third

in one year then ratably over the next eight quarters, 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 Lucid Diagnostics common stock on each

of December 31, 2024 and December 31, 2023 and the exercise price of the underlying

Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise

(3) The outstanding stock options presented

in the table above are inclusive of 523,300 stock options granted outside the Lucid Diagnostics

2018 Equity Plan, as of December 31, 2024 and 2023.

On February 22, 2024, the Company

granted 2,895,000 stock options to employees and directors under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted average exercise

price of $ 1.25 .

Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one - third in one year then ratably over the next eight quarters, and have a ten -year contractual term from date-of-grant.

The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of December 31, 2025 and December 31, 2024 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price.

The outstanding stock options presented in the table above are inclusive of 523,300 stock options granted outside the Lucid Diagnostics 2018 Equity Plan, as of December 31, 2025 and 2024 .

On February 20, 2025, the Company granted 1,321,000 stock options to employees and directors under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted average exercise price of $ 1.49 .

Each option will vest one - third after one year then ratably over the next eight quarters.

Subsequent to December 31, 2024,

on February 20, 2025, the Company granted 1,306,000 stock options to employees under the Lucid Diagnostics Inc 2018 Equity Plan with

a weighted average exercise price of $ 1.49 .

Each option will vest one-third on December 31, 2025 and then ratably over the next eight

Subsequent to December 31, 2025 , on February 20, 2026 , the Company granted 2,161,000 stock options to employees under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted average exercise price of $ 1.36 .

Each option will vest one - third on December 31, 2026 and then ratably over the next eight quarters.

Note 14 — Stock-Based Compensation - continued

Lucid Diagnostics Restricted Stock Awards

Lucid Diagnostics restricted

stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized

of Restricted Stock Award Activity

Number of Restricted

Weighted Average

Grant Date Fair Value

Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:

Unvested restricted stock awards as of December 31, 2023

1 unchanged sentence

Unvested restricted stock awards as of December 31, 2025

In May 2024, a total of 1,600,000

restricted stock awards were granted to management under the Lucid Diagnostics 2018 Equity Plan, with such restricted stock awards having

an aggregate fair value of approximately $ 1.5 million, which was measured using the grant date quoted closing price per share of Lucid

Diagnostics Inc.

common stock, with the 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 vesting of the restricted stock awards vest on a single vest date

of May 20, 2026.

On February 20, 2025, a total of 2,686,000 restricted stock awards were granted to employees, management and directors under the Lucid Diagnostics 2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 4.0 million, which was measured using the grant date quoted closing price per share of Lucid Diagnostics common stock, with the 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 vesting of the restricted stock awards vest on a single vest date of May 20, 2028.

The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

Subsequent to December 31, 2024,

on February 20, 2025, a total of 2,686,800 restricted stock awards were granted to employees, management and directors under the Lucid

Diagnostics 2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 4.0 million, which was

measured using the grant date quoted closing price per share of Lucid Diagnostics Inc.

common stock, with the 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.

Subsequent to December 31, 2025 , on February 20, 2026 , a total of 5,746,000 restricted stock awards were granted to employees, management and directors under the Lucid Diagnostics 2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 7.8 million, which was measured using the grant date quoted closing price per share of Lucid Diagnostics common stock, with the 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 vesting of the restricted stock awards vest on a single vest date of May 20, 2029.

The restricted stock awards are subject to forfeiture

if the requisite service period is not completed.

Note 13 — Stock-Based Compensation -

The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

2014 Equity Plan

The PAVmed 2014 Long-Term Incentive

Equity Plan (the “PAVmed 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics 2018 Equity Plan (as such equity

plan is discussed above).

The PAVmed 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics 2018 Equity Plan (as such equity plan is discussed above).

Note 14 — Stock-Based Compensation - continued

Stock-Based Compensation Expense

The stock-based compensation

expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated,

was as follows:

of Stock-Based Compensation Expense

Ended December 31,

The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated, was as follows:

Years Ended December 31,

Lucid Diagnostics 2018 Equity Plan – cost of revenue

7 unchanged sentences

Total stock-based compensation expense

The stock-based compensation

expense, as presented above, is inclusive of:

stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity

Plan to employees of PAVmed, the physician inventors of the technology licensed under the Amended CWRU License Agreement, and members

of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed 2014 Equity Plan to the physician

Note 13 — Stock-Based Compensation -

As of December 31, 2024,

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 Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above,

is as follows:

of Unrecognized Compensation Expense and Weighted Average Remaining Service Period

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

The stock-based compensation expense, as presented above, is inclusive of:

stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan to employees of PAVmed, the physician inventors of the technology licensed under the Amended CWRU License Agreement, and members of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed 2014 Equity Plan to the physician inventors.

As of December 31, 2025 , 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 Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above, is as follows:

Service Period

Lucid Diagnostics 2018 Equity Plan

3 unchanged sentences

Stock Options

Stock-based compensation expense

recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted average estimated

fair value of such stock options of $ 0.79 per share and $ 0.88 per share during the years ended December 31, 2024 and 2023, respectively,

calculated using the following weighted average Black-Scholes valuation model assumptions:

of Stock-based Compensation Valuation Assumptions

Restricted Stock Awards

Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 0.86 per share and $ 0.79 per share during the years ended December 31, 2025 and 2024 , respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

Year Ended December 31,

3 unchanged sentences

Expected dividend yield

Note 14 — Stock-Based Compensation - continued

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

A total of 511,884 shares and

231,987 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 353 and $ 276 on March 31, 2024 and

2023, respectively, under the Lucid ESPP.

A total of 136,056 and 276,213 shares of common stock of Lucid Diagnostics were purchased for

proceeds of approximately $ 94 and $ 275 on September 30, 2024 and 2023, respectively, under the Lucid ESPP.

The Lucid ESPP has a total

reservation of 1,500,000 shares of common stock of which 259,830 shares are available for issue as of December 31, 2024.

2025, the number of shares available for issue was increased by 1,000,000 in accordance with the evergreen provisions of the plan.

Note 14 — Stockholders’

A total of 203,051 shares and 511,884 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 141 and $ 353 on March 31, 2025 and 2024, respectively, under the Lucid ESPP.

A total of 152,408 and 136,056 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 131 and $ 94 on September 30, 2025 and 2024, respectively, under the Lucid ESPP.

The Lucid ESPP has a total reservation of 2,500,000 shares of common stock of which 904,371 shares are available for issue as of December 31, 2025 .

In January 2026 , the number of shares available for issue was increased by 1,000,000 in accordance with the evergreen provisions of the plan.

Note 15 — Stockholders ’ Equity

Series B Preferred Stock Offering and Exchange

On March 13, 2024, the Company

entered into subscription agreements (each, a “Series B Subscription Agreement”) and exchange agreements (each, a “Series

B Exchange Agreement”) with certain accredited investors (collectively, the “Series B Investors”), which agreements

provided for (i) the sale to the Series B Investors of 12,495 shares of newly designated Series B Convertible Preferred Stock, par value

$ 0.001 per share (the “Series B Preferred Stock”), at a purchase price of $ 1,000 per share, and (ii) the exchange by the

Series B Investors of 13,625 shares of Lucid Series A Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred

Stock”), and 10,670 shares of Lucid Series A-1 Convertible Preferred Stock, par value $ 0.001 per share (the “Series A-1 Preferred

Stock”), held by them for 31,790 shares of Series B Preferred Stock (collectively, the “Series B Offering and Exchange”).

Prior to the execution of the Series B Subscription Agreements and the Series B Exchange Agreements, the Company entered into subscription

agreements with certain of the Series B Investors providing for the sale to such investors of 5,670 shares of Series A-1 Preferred Stock,

at a purchase price of $ 1,000 per share, which shares the investors immediately agreed to exchange for shares of Series B Preferred Stock

pursuant to the Series B Exchange Agreements (and are included in the 10,670 shares of Series A-1 Preferred Stock set forth above).

share of the Series B Preferred Stock has a stated value of $ 1,000 and a conversion price of $ 1.2444 .

The terms of the Series B Preferred

Stock also include a one times preference on liquidation and a right to receive dividends equal to 20 % of the number of shares of our

common stock into which such Series B Preferred Stock is convertible, payable on the one-year and two-year anniversary of the issuance

The holders of the Series B Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of common

stock basis, to and in the same form as dividends actually paid on shares of the common stock when, as, and if such dividends are paid

on shares of the common stock.

The Series B Preferred Stock is a voting security.

The aggregate gross proceeds of these transactions

were $ 18.2 million (inclusive of $ 5.7 million of aggregate gross proceeds from the sale of the Series A-1 Preferred Stock that was immediately

exchanged for Series B Preferred Stock in the transactions).

As of December 31, 2025 and December 31, 2024, there were 44,140 and 44,285 shares, respectively, of Series B Preferred Stock, classified in permanent equity, issued and outstanding.

On March 13, 2024, the Company entered into subscription agreements (each, a “Series B Subscription Agreement”) and exchange agreements (each, a “Series B Exchange Agreement”) with certain accredited investors (collectively, the “Series B Investors”), which agreements provided for (i) the sale to the Series B Investors of 12,495 shares of newly designated Series B Convertible Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”), at a purchase price of $ 1,000 per share, and (ii) the exchange by the Series B Investors of 13,625 shares of Lucid Series A Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred Stock”), and 10,670 shares of Lucid Series A- 1 Convertible Preferred Stock, par value $ 0.001 per share (the “Series A- 1 Preferred Stock”), held by them for 31,790 shares of Series B Preferred Stock (collectively, the “Series B Offering and Exchange”).

Prior to the execution of the Series B Subscription Agreements and the Series B Exchange Agreements, the Company entered into subscription agreements with certain of the Series B Investors providing for the sale to such investors of 5,670 shares of Series A- 1 Preferred Stock, at a purchase price of $ 1,000 per share, which shares the investors immediately agreed to exchange for shares of Series B Preferred Stock pursuant to the Series B Exchange Agreements.

Each share of the Series B Preferred Stock has a stated value of $ 1,000 and a conversion price of $ 1.2444 .

The aggregate gross proceeds of these transactions were $ 18.2 million (inclusive of $ 5.7 million of aggregate gross proceeds from the sale of the Series A- 1 Preferred Stock that was immediately exchanged for Series B Preferred Stock in the transactions).

Each holder of Series B Preferred Stock (i) was entitled to receive, and did receive, a dividend on March 13, 2025 equal to 20 % of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such holder on March 13, 2025, and (ii) was entitled to receive, and did receive, a dividend on March 13, 2026 equal to 20 % of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such holder on March 13, 2026.

The Company issued in the aggregate 7,117,463 common shares, with such shares having a fair value of approximately $ 9.1 million at the time of issuance, in satisfaction of the March 13, 2025 Series B Preferred Stock dividend.

Subsequent to December 31, 2025, on March 13, 2026, the Company issued in the aggregate 7,094,159 common shares, with such shares having a fair value of approximately $ 9.7 million at the time of issuance, in satisfaction of the March 13, 2026 Series B Preferred Stock dividend.

On September 3, 2025, an investor of the Series B Preferred Stock converted 145 shares of Series B Preferred Stock at the stated conversion price of $ 1.2444 for 116,523 shares of the Company’s common stock.

Subsequent to December 31, 2025, in March 2026, on or about the mandatory conversion date for the Series B Preferred Stock, the Company issued 29,270,685 shares of common stock to the holders of the Series B Preferred Stock, including 7,094,159 shares in payment of the earned dividend, to satisfy its contractual obligations in accordance with the Certificate of Designation of those securities.

As a result of the application of the beneficial ownership limitations in such Certificate of Designations, 13,294,267 shares of common stock otherwise issuable upon conversion of the Series B Preferred Stock are held in abeyance until such time that they can be issued without exceeding any such limitations.

As of the mandatory conversion date, there were no Series B Convertible Preferred stock outstanding.

In connection with the issuance, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”).

The key terms of the Series B Preferred Stock were as follows:

Each share of Series B Preferred Stock was convertible at the option of the holder, subject to certain beneficial ownership limitations into such number of shares of the Company’s common stock, equal to the number of Series B Preferred Shares to be converted, multiplied by the stated value of $ 1,000 (the “Stated Value”), divided by the conversion price in effect at the time of the conversion.

The initial conversion price was $ 1.2444 , subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

The Series B Preferred Stock was convertible into shares of our common stock at any time at the option of the holder from and after the six -month anniversary of its issuance, and automatically converted into shares of our common stock on March 13, 2026 ( with 13,294,267 shares of our common stock issuable on conversion held in abeyance in accordance with the applicable beneficial ownership limitations), the second anniversary of its issuance at a conversion price of $ 1.2444 , and the Series B Preferred Stock was a voting security (subject to applicable ownership limitations).

In addition, the Series B Preferred Stock issued in exchange for Series A Preferred Stock and Series A- 1 Preferred Stock could have been converted, at the election of the Company at any time after the six -month anniversary of the issuance of such shares of Series B Preferred Stock, upon written notice given to the holders of such shares, if the volume weight average price of our common stock had been at least $ 8.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of 30 consecutive trading days ending within 15 trading days prior to the date on which such notice is given (subject to certain limited exceptions) (a “VWAP-Based Mandatory Conversion”).

Note 15 — Stockholders ’ Equity - continued

As a result of 100% of the then-outstanding

shares of Series A Preferred Stock and Series A-1 Preferred Stock being exchanged for shares of Series B Preferred Stock in the Series

B Offering and Exchange, no shares of Series A Preferred Stock or Series A-1 Preferred Stock remain outstanding.

In connection with the issuance,

the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock with the Secretary

of State of the State of Delaware (the “Certificate of Designation”).

The key terms of the Series B Preferred Stock are as

Each share of Series B Preferred

Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations into such number of shares of the

Company’s common stock, equal to the number of Series B Preferred Shares to be converted, multiplied by the stated value of $ 1,000

(the “Stated Value”), divided by the conversion price in effect at the time of the conversion.

The initial conversion price

is $ 1.2444 , subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

The Series B Preferred Stock

is convertible into shares of our common stock at any time at the option of the holder from and after the six-month anniversary of its

issuance, and automatically converts into shares of our common stock on March 13, 2026, the second anniversary of its issuance at a conversion

price of $ 1.2444 , and the Series B Preferred Stock is a voting security (subject to applicable ownership limitations).

In addition, the

Series B Preferred Stock issued in exchange for Series A Preferred Stock and Series A-1 Preferred Stock may be converted, at the election

of the Company at any time after the six-month anniversary of the issuance of such shares of Series B Preferred Stock, upon written notice

given to the holders of such shares, if the volume weight average price of our common stock has been at least $ 8.00 per share (subject

to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of 30 consecutive trading days ending

within 15 trading days prior to the date on which such notice is given (subject to certain limited exceptions) (a “VWAP-Based Mandatory

Conversion”).

The Series B Preferred Stock

will be senior to the Common Stock and any other class of the Company’s capital stock that is not by its terms senior to or pari

passu with the Series B Preferred Stock.

Each holder of Series B Preferred

Stock (i) was entitled to receive, and did receive, a dividend on or about March 13, 2025 equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series B Preferred

Stock then held by such holder on March 13, 2025, and (ii) will be entitled to receive a dividend on or about March 13, 2026 equal to

a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series B Preferred

Stock then held by such holder on March 13, 2026.

A holder that voluntarily converts its Series B Preferred Stock prior to March 13,

2026 will not receive the dividend that accrues on such date with respect to such converted Series B Preferred Stock.

The holders of

the Series B Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and

in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common

In the event of any voluntary

or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as defined in the Certificate of

Designation), the holders of shares of Series B Preferred Stock then outstanding will be entitled to be paid out of the assets of the

Company available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of

their ownership thereof, an amount per share equal to the greater of (i) the Stated Value, plus any dividends accrued but unpaid thereon,

or (ii) such amount per share as would have been payable had all shares of Series B Preferred Stock been converted into Common Stock

immediately prior to such event.

The Series B Preferred Stock

is a voting security (subject to applicable ownership limitations).

The Company will not effect any

conversion of the Series B Preferred Stock, and a holder will not have the right to receive dividends or convert any portion of the Series

B Preferred Stock, to the extent that, after giving effect to the receipt of dividends or the conversion, the holder (together with such

holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s affiliates) would

beneficially own in excess of 4.99% of the Company’s outstanding common stock (or, upon election of the holder, 9.99% of the Company’s

outstanding common stock).

The Company and the investors

in the offering also executed a registration rights agreement (the “Series B Registration Rights Agreement”), pursuant to

which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant to the

Series B Preferred Stock.

The Company filed such registration statement on Form S-3 with the SEC (file number 333-280650), which filing

became effective on July 18, 2024, covering the resale of the shares of Common Stock issuable pursuant to the Series B and Series B-1

Preferred Stock.

The Series B Preferred Stock was senior to the Common Stock and any other class of the Company’s capital stock that was not by its terms senior to or pari passu with the Series B Preferred Stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as defined in the Certificate of Designation), the holders of shares of Series B Preferred Stock then outstanding would have been entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value, plus any dividends accrued but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series B Preferred Stock been converted into Common Stock immediately prior to such event.

The Series B Preferred Stock is a voting security (subject to applicable ownership limitations).

The Company could not effect any conversion of the Series B Preferred Stock, and a holder would not have the right to receive dividends or convert any portion of the Series B Preferred Stock, to the extent that, after giving effect to the receipt of dividends or the conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s affiliates) would beneficially own in excess of 4.99 % of the Company’s outstanding common stock (or, upon election of the holder, 9.99 % of the Company’s outstanding common stock).

The Company and the investors in the offering also executed a registration rights agreement (the “Series B Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant to the Series B Preferred Stock.

The Company filed such registration statement on Form S- 3 with the SEC (file number 333 - 280650 ), which filing became effective on July 18, 2024, covering the resale of the shares of Common Stock issuable pursuant to the Series B and Series B- 1 Preferred Stock.

Series B- 1 Preferred Stock Offering

On May 6, 2024, the Company issued

approximately 11,634 shares of newly designated Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred Stock”).

The terms of the Series B-1 Preferred Stock are substantially identical to the terms of the Series B Preferred Stock, except that the

Series B-1 Preferred Stock has a conversion price of $ 0.7228 and is not subject to a VWAP-Based Mandatory Conversion.

The aggregate gross

proceeds from the sale of shares in such offering were $ 11.6 million.

In the year ended December 31,

2024, investors of the Series B-1 Preferred Stock converted 1,500 shares of Series B-1 Preferred Stock at the agreed upon conversion

price of $ 0.7228 for 2,075,263 shares of the Company’s common stock.

Note 14 — Stockholders’ Equity - continued

As of December 31, 2025 and December 31, 2024, there were 10,134 shares of Series B- 1 Convertible Preferred Stock, classified in permanent equity, issued and outstanding.

On May 6, 2024, the Company issued approximately 11,634 shares of newly designated Series B- 1 Convertible Preferred Stock (the “Series B- 1 Preferred Stock”).

The terms of the Series B- 1 Preferred Stock are substantially identical to the terms of the Series B Preferred Stock, except that the Series B- 1 Preferred Stock has a conversion price of $ 0.7228 and is not subject to a VWAP-Based Mandatory Conversion.

The aggregate gross proceeds from the sale of shares in such offering were $ 11.6 million.

Each holder of Series B- 1 Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about May 6, 2025 equal to 20 % of the number of shares of Common Stock issuable upon conversion of the Series B- 1 Preferred Stock then held by such holder on May 6, 2025, and (ii) will be entitled to receive a dividend on or about May 6, 2026 equal to a number of shares of Common Stock equal to 20 % of the number of shares of Common Stock issuable upon conversion of the Series B- 1 Preferred Stock then held by such holder on May 6, 2026.

A holder that voluntarily converts its Series B- 1 Preferred Stock prior to May 6, 2026 will not receive the dividend that accrues on such date with respect to such converted Series B- 1 Preferred Stock.

The holders of the Series B- 1 Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock.

The Company issued in the aggregate 2,803,960 common shares, with such shares having a fair value of approximately $ 3.5 million at the time of issuance, in satisfaction of the May 6, 2025 Series B- 1 Preferred Stock dividend.

In the year ended December 31, 2024, investors of the Series B- 1 Preferred Stock converted 1,500 shares of Series B- 1 Preferred Stock at the agreed upon conversion price of $ 0.7228 for 2,075,263 shares of the Company’s common stock.

Series A Preferred Stock Offering

On March 7, 2023, the Company

issued 13,625 shares of newly designated Series A Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred

The terms of the Series A Preferred Stock were substantially identical to the terms of the Series B-1 Preferred Stock,

except that the Series A Preferred Stock had a conversion price of $ 1.394 and was not a voting security.

The aggregate gross proceeds

from the sale of shares in such offering were $ 13.6 million.

As noted above, on March 13,

2024, 100% of the then-outstanding shares of Series A Preferred Stock were exchanged for shares of Series B Preferred Stock in the Series

B Preferred Stock Offering and Exchange.

On March 7, 2023, the Company issued 13,625 shares of newly designated Series A Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred Stock”).

The terms of the Series A Preferred Stock were substantially identical to the terms of the Series B- 1 Preferred Stock, except that the Series A Preferred Stock had a conversion price of $ 1.394 and was not a voting security.

The aggregate gross proceeds from the sale of shares in such offering were $ 13.6 million.

On March 13, 2024, 100% of the then-outstanding shares of Series A Preferred Stock were exchanged for shares of Series B Preferred Stock in the Series B Preferred Stock Offering and Exchange.

As a result, no shares of Series A Preferred Stock remain outstanding.

Note 15 — Stockholders ’ Equity - continued

Series A- 1 Preferred Stock Offering

On October 17, 2023, the Company

issued 5,000 shares of newly designated Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”).

of the Series A-1 Preferred Stock were substantially identical to the terms of the Series A Preferred Stock, except that the Series A-1

Preferred Stock has a conversion price of $ 1.2592 .

On October 17, 2023, the Company issued 5,000 shares of newly designated Series A- 1 Convertible Preferred Stock (the “Series A- 1 Preferred Stock”).

The terms of the Series A- 1 Preferred Stock were substantially identical to the terms of the Series A Preferred Stock, except that the Series A- 1 Preferred Stock has a conversion price of $ 1.2592 .

The aggregate gross proceeds from the sale of shares in such offering were $ 5.0 million.

On March 13, 2024, the Company

issued an additional 5,670 shares of Series A-1 Preferred Stock.

As noted above, on March 13,

2024, 100% of the then-outstanding shares of Series A-1 Preferred Stock were exchanged for shares of Series B Preferred Stock in the

Series B Preferred Stock Offering and Exchange.

On March 13, 2024, the Company issued an additional 5,670 shares of Series A- 1 Preferred Stock.

As noted above, on March 13, 2024, 100% of the then-outstanding shares of Series A- 1 Preferred Stock were exchanged for shares of Series B Preferred Stock in the Series B Preferred Stock Offering and Exchange.

As a result, no shares of Series A- 1 Preferred Stock remain outstanding.

Deemed Dividend on Series A and Series A-1 Convertible

Preferred Stock Exchange Offer

The fair value of the consideration

given in the form of the issue of 31,790 shares of Series B Convertible Preferred Stock, with such fair value recognized as the carrying

value of such issued shares of Series B Convertible Preferred Stock, as compared to the carrying value of the extinguished Series A and

Series A-1 Convertible Preferred Stock (carrying value of $ 24,294 ), resulting in an excess of fair value of $ 7.5 million recognized as

a deemed dividend charged to accumulated deficit in the consolidated balance sheet on March 13, 2024, with such deemed dividend included

as a component of net loss attributable to common stockholders, summarized as follows:

of Net Loss Attributable to Common Stockholders

Deemed Dividend on Series A and Series A- 1 Convertible Preferred Stock Exchange Offer

The fair value of the consideration given in the form of the issue of 31,790 shares of Series B Convertible Preferred Stock, with such fair value recognized as the carrying value of such issued shares of Series B Convertible Preferred Stock, as compared to the carrying value of the extinguished Series A and Series A- 1 Convertible Preferred Stock (carrying value of $ 24,294 ), resulting in an excess of fair value of $ 7.5 million recognized as a deemed dividend charged to accumulated deficit in the consolidated balance sheet on March 13, 2024, with such deemed dividend included as a component of net loss attributable to common stockholders, summarized as follows:

Series B Convertible Preferred Stock Issuance and Series A/A-1 Exchange Offer

March 13, 2024

Fair Value - 31,790 shares of Series B Preferred Stock issued in exchange for Series A and

Series A-1 Preferred Stock

Carrying value related to Series A and Series A-1 Preferred Stock Exchanged

for Series B Preferred Stock (of 24,295 shares)

Fair Value - 31,790 shares of Series B Preferred Stock issued in exchange for Series A and Series A-1 Preferred Stock

Carrying value related to Series A and Series A-1 Preferred Stock Exchanged for Series B Preferred Stock (of 24,295 shares)

Deemed Dividend Charged to Accumulated Deficit

Lucid Diagnostics Common Stock

In July 2024, the Company received

shareholder approval to amend its certificate of incorporation, as amended, to increase the total number of shares of common stock the

Company is authorized to issue by 100 million shares from 200 million shares to 300 million shares.

An amendment effecting such change

was filed with the Secretary of State of Delaware on July 23, 2024.

Additionally in July 2024, the

Company’s shareholders approved, for purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC (“Nasdaq”) the issuance

of shares of the Company’s common stock under the Series B Convertible Preferred Stock (“Series B Preferred Stock”)

sold by the Company in a private offering in March 2024 and the Series B-1 Convertible Preferred Stock (“Series B-1 Preferred Stock”)

sold by the Company in a private offering in May 2024.

In July 2024, the Company received shareholder approval to amend its certificate of incorporation, as amended, to increase the total number of shares of common stock the Company is authorized to issue by 100 million shares from 200 million shares to 300 million shares.

An amendment effecting such change was filed with the Secretary of State of Delaware on July 23, 2024.

Additionally in July 2024, the Company’s shareholders approved, for purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC (“Nasdaq”) the issuance of shares of the Company’s common stock under the Series B Convertible Preferred Stock (“Series B Preferred Stock”) sold by the Company in a private offering in March 2024 and the Series B- 1 Convertible Preferred Stock (“Series B- 1 Preferred Stock”) sold by the Company in a private offering in May 2024.

Each of the Series B and Series B- 1 Preferred Stock is a voting security.

matter to be acted upon or considered by the stockholders of the Company, each holder shall be entitled to vote on an “as converted”

basis after applying the beneficial ownership limitations described in the Series B and B-1 Preferred Stock Offering above.

As of December 31, 2024

and December 31, 2023, there were 63,071,950 and 42,329,864 shares of common stock issued and outstanding, respectively.

10, 2024, following preferred equity transactions completed by the Company earlier in 2024 and the termination of voting proxies entered

into between PAVmed and certain shareholders of the Company, PAVmed’s voting interest in the Company was reduced to less than 50.0%,

resulting in the loss of a controlling financial interest.

However, PAVmed retains the ability to exercise significant influence over

On any matter to be acted upon or considered by the stockholders of the Company, each holder shall be entitled to vote on an “as converted” basis after applying the beneficial ownership limitations described in the Series B and B- 1 Preferred Stock Offering above.

As of December 31, 2025 and December 31, 2024 , there were 131,098,762 and 63,071,950 shares of common stock issued and outstanding, respectively.

On September 10, 2024, following preferred equity transactions completed by the Company earlier in 2024 and the termination of voting proxies entered into between PAVmed and certain shareholders of the Company, PAVmed’s voting interest in the Company was reduced to less than 50.0 %, resulting in the loss of a controlling financial interest.

However, PAVmed retains the ability to exercise significant influence over Lucid.

As of December 31, 2025 , PAVmed holds 31,302,444 shares of the Company’s common stock.

On January 26, 2024, PAVmed elected

to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics

common stock.

On January 26, 2024, PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics common stock.

Substantially all of such shares were distributed by PAVmed to its shareholders on February 15, 2024.

Note 15 — Stockholders ’ Equity - continued

On June 21, 2024, the Company

received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business days (through

June 20, 2024), the closing bid price of the Company’s common stock had been below the minimum of $1 per share required for continued

listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

The notification letter stated that the Company would be afforded

180 calendar days (until December 18, 2024) to regain compliance, which grace period was extended by an additional 180 calendar days (until June 16, 2025).

On February 24, 2025, the Company

received a notice from the Listing Qualifications Department of Nasdaq stating that the closing bid price of the Company’s common

stock had been above the minimum of $1 per share for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)

for ten consecutive trading days (through February 21, 2025) and accordingly, the Company had regained compliance with this listing requirement.

In the year ended December 31,

2024, the Company issued 790,000 shares of common stock to vendors in exchange for $ 641 of agreed upon services, which is included in

general and administrative operating expenses on the Company’s consolidated statement of operations.

Subsequent to December 31, 2024,

on March 5, 2025, the Company closed on the sale of 13,939,331 shares of its common stock at a price of $ 1.10 per share.

The net proceeds

of the offering, after deducting the estimated placement agent’s fees and other expenses, was approximately $ 14.5 million.

Also subsequent to December 31, 2024, on or about March 13, 2025, the Company issued 7,117,463 shares of its common

stock as a dividend to the holders of its Series B Preferred Stock (in accordance with the terms of such preferred stock), which shares

represent 20 % of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such holders

on March 13, 2025.

In the year ended December 31, 2025 , the Company issued 112,500 shares of common stock to vendors in exchange for $ 138 of agreed upon services, which is included in general and administrative operating expenses on the Company’s consolidated statement of operations.

As of the mandatory conversion date, there were no Series B Convertible Preferred stock outstanding.

March 2025 Registered Direct Offering

On March 5, 2025, the Company closed on the sale of 13,939,330 shares of its common stock at a price of $ 1.10 per share in a registered direct offering.

The net proceeds of the offering, after deducting approximately $ 0.4 million of placement agent’s fees and other expenses, was approximately $ 14.9 million.

April 2025 Confidentially Marketed Public Offering

On April 11, 2025, the Company closed on the sale of 14,375,000 shares of its common stock at a price of $ 1.20 per share in a confidentially marketed public offering.

The net proceeds of the offering, after deducting approximately $ 1.1 million of the placement agent’s fees and other expenses, was approximately $ 16.2 million.

September 2025 Confidentially Marketed Public Offering

On September 11, 2025, the Company closed on the sale of 28,750,000 shares of its common stock at a price of $ 1.00 per share in a confidentially marketed public offering.

The net proceeds of the offering, after deducting approximately $ 1.8 million of the placement agent’s fees and other expenses, was approximately $ 27.0 million.

Committed Equity Facility and ATM Facility

On March 28, 2022, the Company

entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”).

Under the terms of the committed

equity facility, Cantor has committed to purchase up to $ 50 million of the Company’s common stock from time to time at the request

of the Company.

While there are distinct differences, the facility is structured similarly to a traditional at-the-market equity facility,

insofar as it allows the Company to raise primary equity capital on a periodic basis at prices based on the existing market price.

a total of 680,263 shares of Lucid Diagnostics’ common stock were issued for net proceeds of approximately $ 1.8 million, after

a 4 % discount, as of December 31, 2024.

This facility terminates on August 1, 2025, which is the first of the month following the

36-month anniversary of the effective date of the registration statement for the same.

In November 2022, the Company

entered into an “at-the-market offering” (“ATM”) for up to $ 6.5 million of its common stock that may be offered

and sold under a Controlled Equity Offering Agreement between the Company and Cantor.

Cumulatively a total of 230,068 shares of Lucid

Diagnostics’ common stock were issued through the at-the-market equity facility for net proceeds of approximately $ 0.3 million,

after payments of 3 % commissions, as of December 31, 2024.

Effective as of March 4, 2025, the Company terminated the prospectus

supplement for the “at-the-market offering”.

The Company will not make any sales of common stock in such offering unless

and until a new prospectus or prospectus supplement is filed.

On March 28, 2022, the Company entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”).

Under the terms of the committed equity facility, Cantor has committed to purchase up to $ 50 million of the Company’s common stock from time to time at the request of the Company.

While there are distinct differences, the facility is structured similarly to a traditional at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis at prices based on the existing market price.

Cumulatively a total of 680,263 shares of Lucid Diagnostics’ common stock were issued for net proceeds of approximately $ 1.8 million, after a 4 % discount, as of August 1, 2025.

This facility terminated on August 1, 2025, which is the first of the month following the 36 -month anniversary of the effective date of the registration statement for the same.

Upon termination of the CEF, the Company expensed the remaining $ 1,078 of deferred financing fees.

On May 30, 2025, the Company entered into a Controlled Equity Offering Agreement (also “ATM” or “at-the-market” offering) between the Company and Maxim Group LLC for up to $ 25.0 million of its common stock that may be offered and sold from time to time.

In the year ended December 31, 2025 , the Company sold 215,421 shares through their ATM equity facility for net proceeds of approximately $ 0.3 million, after payment of 3 % commissions.

Subsequent to December 31, 2025 , as of March 23, 2026, the Company sold 4,161,747 shares through its at-the-market equity facility for net proceeds of approximately $ 5.3 million, after payment of 3 % commissions.

Note 16 — Income Taxes

Income tax (benefit) expense

for respective periods noted is as follows:

of Income Tax (Benefit) Expense

Income tax (benefit) expense for respective periods noted is as follows:

Years Ended December 31,

4 unchanged sentences

Income tax (benefit) expense

Note 15 — Income Taxes - continued

The reconciliation of the federal

statutory income tax rate to the effective income tax rate for the respective period noted is as follows:

of Reconciliation of Federal Statutory Income Tax Rate

Years Ended December 31,

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the year ended December 31, 2025 is as follows:

Year Ended December 31,

federal statutory rate

Current state tax expense

Deferred California tax (benefit)

Deferred state tax (benefit) - all other states

State revaluation of DTA

State deferred true-up

State valuation allowance - California

State valuation allowance - all other states

Total state taxes (net of federal benefit)

Permanent differences - Other

Foreign tax effects

New tax law changes

Effect of Cross - Border Tax laws

Changes in Unrecognized Benefits

Federal deferred true-up

Change in valuation allowance

Effective tax rate

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the year ended December 31, 2024 is as follows:

Year Ended December 31,

federal statutory rate

state and local income taxes, net of federal benefit

5 unchanged sentences

Effective tax rate

The tax effects of temporary

differences which give rise to the net deferred tax assets for the respective period noted is as follows:

of Net Deferred Tax Assets

For the year ended December 31, 2025, the components of the Company’s income tax paid are state and local taxes primarily from California, Connecticut, Massachusetts, New Jersey and New York.

For the year ended December 31, 2024, there were no income taxes paid.

Substantially all sources of losses before provision for income tax were derived from sources within the United States.

No income was derived from foreign sources for the years ended December 31, 2025 and 2024.

The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows:

Years Ended December 31,

1 unchanged sentence

Net operating loss

Debt issue costs

Stock-based compensation expense

12 unchanged sentences

Note 16 — Income Taxes - continued

Deferred tax assets and deferred

tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the

years in which those temporary differences are expected to be recovered or settled.

The effect of the change in the tax rate is recognized

as income or expense in the period the change in tax rate is enacted.

As required by FASB ASC Topic

740, Income Taxes, (“ASC 740”), a “more-likely-than-not” criterion is applied when assessing the estimated realization

of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit

carryforward, to reduce future tax expense.

A valuation allowance is established, when necessary, to reduce deferred tax assets, net

of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred

tax asset will not be realized.

Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability

of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than-not the

deferred tax assets will not be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred

tax assets, net of deferred tax liabilities, as of December 31, 2024 and 2023.

Lucid Diagnostics has federal

and state net operating loss (“NOL”) carryforwards, available to reduce future taxable income, if any, as of December 31,

2024 and 2023, as follows:

federal NOL carryforward of approximately $ 144.8

million and $ 103.5

million, respectively, with such federal NOL carryforward not having a statutory expiration date;

and state NOL carryforward of

approximately $ 134.6 million and $ 103.5

million, respectively, with such state NOL carryforward having statutory expiration

dates commencing in 2037 .

The Company has not yet conducted a formal analysis and the NOL carryforward may be subject-to limitation

Internal Revenue Code (“IRC”) Section 382 (provided there was a greater than 50% ownership change, as computed

under such IRC Section 382).

As of October 14, 2021,

Lucid Diagnostics filed its Federal income tax returns on a stand-alone legal entity basis but filed combined unitary state tax

returns with PAVmed.

As of September 10, 2024, Lucid Diagnostics no longer qualifies to be included in PAVmed’s combined

unitary state tax returns and will file on a stand-alone legal entity basis.

For all periods presented, the deferred tax asset net

of valuation allowance, income tax expense and /or an uncertain tax position, if any;

determined based on Lucid Diagnostics stand-alone legal entity assumed filing of separate income tax returns in all jurisdictions.

The Company files income tax

returns in the United States in federal and applicable state and local jurisdictions.

The Company’s tax filings for the years 2018

and thereafter each remain subject to examination by taxing authorities.

The Company’s policy is to record interest and penalties

related to income taxes as part of its income tax provision.

The Company has not recognized any penalties or interest related to its

income tax provision.

Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted.

As required by FASB ASC Topic 740, Income Taxes , (“ASC 740” ), a “more-likely-than- not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense.

Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than- not the deferred tax assets will not be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, as of December 31, 2025 and 2024 .

Lucid Diagnostics has federal and state net operating loss (“NOL”) carryforwards, available to reduce future taxable income, if any, as of December 31, 2025 and 2024 , as follows:

federal NOL carryforward of approximately $ 192.8 million and $ 144.8 million, respectively, with such federal NOL carryforward not having a statutory expiration date;

and state NOL carryforward of approximately $ 192.6 million and $ 134.6 million, respectively, with such state NOL carryforward having statutory expiration dates commencing in 2037.

The Company has not yet conducted a formal analysis and the NOL carryforward may be subject-to limitation under U.S.

Internal Revenue Code (“IRC”) Section 382 (provided there was a greater than 50% ownership change, as computed under such IRC Section 382 ).

As of October 14, 2021, Lucid Diagnostics filed its Federal income tax returns on a stand-alone legal entity basis but filed combined unitary state tax returns with PAVmed.

As of September 10, 2024, Lucid Diagnostics no longer qualifies to be included in PAVmed’s combined unitary state tax returns and will file on a stand-alone legal entity basis.

For all periods presented, the deferred tax asset net of valuation allowance, income tax expense and /or an uncertain tax position, if any;

is determined based on Lucid Diagnostics stand-alone legal entity assumed filing of separate income tax returns in all jurisdictions.

The Company files income tax returns in the United States in federal and applicable state and local jurisdictions.

The Company’s tax filings for the years 2022 and thereafter each remain subject to examination by taxing authorities.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

The Company has not recognized any penalties or interest related to its income tax provision.

Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

Key provisions of the OBBBA include making permanent certain aspects of the 2017 Tax Cuts and Jobs Act, modifying certain international tax rules, and restoring provisions that accelerate deductions for certain business investments and expenditures.

The legislation has multiple effective dates, with certain provisions effective in 2025 and other implemented in subsequent years.

The OBBBA did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2025, and the Company does not expect the changes to have a material impact on the provision for income taxes or net income in future periods.

Note 17 — Net Loss Per Share

The Net loss per share basic and diluted for the respective

periods indicated is as follows:

of Net Loss Per Share Basic and Diluted

The Net loss per share basic and diluted for the respective periods indicated is as follows:

Years Ended December 31,

Deemed dividend on Series A and Series A-1 Convertible Preferred Stock

Series B and Series B-1 Convertible Preferred Stock dividends earned

Net loss attributable to Lucid Diagnostics Inc.

3 unchanged sentences

Net loss per share - basic and diluted

(1) - Convertible Preferred Stock would potentially be considered a participating security under

the two-class method of calculating net loss per share.

However, the Company has incurred net losses to-date, and as such holders are

not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the

periods indicated.

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 common stock outstanding

excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental

However, as the Company was in a loss position for all years presented, 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:

of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share

( 1 ) - Convertible Preferred Stock would potentially be considered a participating security under the two -class method of calculating net loss per share.

However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated.

Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2025 and 2024 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 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 all years presented, 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:

Stock options

2 unchanged sentences

Note 18 — Segment Information

Lucid’s Chief

Executive Officer is the Chief Operating Decision Maker (“CODM”).

The CODM uses consolidated net income(loss) to assess

segment profit or loss, allocate resources and assess performance.

The Company manages the business activities on a consolidated

basis and operates in one reportable segment.

Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales

and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s

The Company’s significant segment expenses and other segment items align with the financial statements line items

presented in its the consolidated statements of operations.

During the years ended December

31, 2024 and 2023 revenues resulting from the delivery of patient EsoGuard test results was concentrated in the United States.

of segment assets is reported on the balance sheet as total consolidated assets, and concentrated in the United States.

Lucid’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”).

The CODM uses consolidated net income(loss) to assess segment profit or loss, allocate resources and assess performance.

The Company manages the business activities on a consolidated basis and operates in one reportable segment.

Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations.

The Company’s significant segment expenses and other segment items align with the financial statements line items presented in its the consolidated statements of operations.

During the years ended December 31, 2025 and 2024 revenues resulting from the delivery of patient EsoGuard test results was concentrated in the United States.

The measure of segment assets is reported on the balance sheet as total consolidated assets, and concentrated in the United States.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures