What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-11-12 · 471 added, 657 removed, 196 unchanged (85% of the section changed)

Financial Statements

DIAGNOSTICS INC.

CONSOLIDATED BALANCE SHEETS

thousands except number of shares and per share data - unaudited)

September 30, 2025

LUCID DIAGNOSTICS INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

March 31, 2026

December 31, 2025

18 unchanged sentences

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

Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 54,274 and 54,419 as of September 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.001 par value, 300,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively;

130,924,686 and 63,071,950 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 10,134 and 54,274 as of March 31, 2026 and December 31, 2025, respectively

Common stock, $ 0.001 par value, 300,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively;

164,878,638 and 131,098,762 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

thousands except number of shares and per share data - unaudited)

See accompanying notes to the unaudited condensed consolidated financial statements.

LUCID DIAGNOSTICS INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

10 unchanged sentences

Change in fair value - Senior Secured Convertible Note

Debt extinguishments loss - Senior Secured Convertible Note

Equity issuance cost extinguishment

Other income (expense), net

2 unchanged sentences

Net loss attributable to Lucid Diagnostics Inc.

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

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

Series B Convertible Preferred Stock dividends earned

Net loss attributable to Lucid Diagnostics Inc.

3 unchanged sentences

Weighted average common shares outstanding, basic and diluted

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND NINE MONTHS ENDED September 30, 2025

thousands except number of shares and per share data - unaudited)

Preferred Stock

Additional Paid-In

Balance as of June 30, 2025

$ ( 247,672 )

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

Purchase - Employee Stock Purchase Plan

Issuance - Interest payment paid in stock

Issue common stock - vendor service agreement

Issuance - Confidentially Marketed Public Offering, net of fees

Conversions - Series B Preferred Stock

Balance as of September 30, 2025

$ ( 258,069 )

See accompanying notes to the unaudited condensed consolidated financial statements.

LUCID DIAGNOSTICS INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

for the THREE MONTHS ENDED March 31, 2026 and 2025

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

Preferred Stock

Additional Paid-In

Balance as of December 31, 2025

$ ( 203,766 )

Exercise - stock options - Lucid Diagnostics Inc.

4 unchanged sentences

2014 Equity Plan

Vest - restricted stock awards

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

1 unchanged sentence

Issuance - Interest payment paid in stock

Issuance - Registered Direct Offering, net of fees

Issuance - Confidentially Marketed Public Offering, net of fees

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

Issue common stock - vendor service agreement

Conversions - Series B Preferred Stock

Balance as of September 30, 2025

$ ( 258,069 )

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND NINE MONTHS ENDED September 30, 2024

thousands except number of shares and per share data - unaudited)

Preferred Stock

Additional Paid-In

Balance as of June 30, 2024

$ ( 179,854 )

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

Conversions - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

Transfer of intellectual property from PAVmed Inc.

Balance as of September 30, 2024

$ ( 192,225 )

Issuance - Dividend on Series B Preferred Stock

Conversions - Series B Preferred Stock ( 13,294,267 shares held in abeyance)

Issuance - release of shares held in abeyance

Tax withholdings on equity based compensation

Balance as of March 31, 2026

Preferred Stock

Additional Paid-In

Balance as of December 31, 2024

$ ( 150,741 )

Exercise - stock options - Lucid Diagnostics Inc.

4 unchanged sentences

2014 Equity Plan

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

Issuance - Series A-1 Preferred Stock

Exchange - Series A and Series A-1 Preferred Stock

Issuance through exchange - Series B Preferred Stock

Issuance through sale- Series B and Series B-1 Preferred Stock

Issuance - Due To:

Settlement in Common Stock

Issue common stock - vendor service agreement

Transfer of intellectual property from PAVmed Inc.

Balance as of September 30, 2024

$ ( 192,225 )

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

thousands except number of shares and per share data - unaudited)

Nine Months Ended September 30,

Issuance - Interest payment paid in stock

Issuance - Registered Direct Offering, net of fees

Issuance - Dividend on Series B Preferred Stock

Balance as of March 31, 2025

See accompanying notes to the unaudited condensed consolidated financial statements.

LUCID DIAGNOSTICS INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Three Months Ended March 31,

Cash flows from operating activities

6 unchanged sentences

Change in fair value - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Note

Equity issuance cost extinguishment

Amortization of common stock payment for vendor service agreement

8 unchanged sentences

Purchase of equipment

Purchase of intellectual property from PAVmed Inc.

Net cash flows used in investing activities

Cash flows from financing activities

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

Proceeds – issue of common stock – At-The-Market Facility

Tax withholdings on equity based compensation

Proceeds – exercise of stock options

1 unchanged sentence

Net cash flows provided by financing activities

Net increase in cash

Net (decrease) increase in cash

Cash, beginning of period

Cash, end of period

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1 — The Company

of the Business

Diagnostics Inc.

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.

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

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.

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 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.

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

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.

2 — Liquidity and Going Concern

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.

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 $ 1.2 million and $ 3.2 million of revenue for the three and nine months ended September

30, 2025, respectively, however the Company expects to continue to experience recurring losses and to generate negative cash flows from

operating activities in the near future.

Company incurred a net loss attributable to its common stockholders of approximately $ 54.3 million and had net cash flows used in operating

activities of approximately $ 33.9 million for the nine months ended September 30, 2025.

As of September 30, 2025, the Company had working

capital of approximately $ 23.6 million, with such working capital inclusive of the 2024 Convertible Notes (as defined below) classified

as a current liability of approximately $ 22.3 million and approximately $ 47.3 million of cash.

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 unaudited condensed

consolidated financial statements are issued.

3 — Summary of Significant Accounting Policies

Accounting Policies

Company’s significant accounting policies are as disclosed in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2024 as filed with the SEC on March 24, 2025, except as otherwise noted herein below.

of Presentation

accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries 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.

See accompanying notes to the unaudited condensed consolidated financial statements.

LUCID DIAGNOSTICS INC.

and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1 — The Company

Description of the Business

Lucid Diagnostics Inc.

("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").

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 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 Barrett’s Esophagus (“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 $ 1.3 million of revenue for the three months ended March 31, 2026 , 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 $ 23.6 million and had net cash flows used in operating activities of approximately $ 12.1 million for the three months ended March 31, 2026 .

As of March 31, 2026 , the Company had working capital of approximately $ 2.0 million, with such working capital inclusive of the 2024 Convertible Notes (as defined below) classified as a current liability of approximately $ 25.2 million and approximately $ 27.9 million of cash.

Subsequent to March 31, 2026, on April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $ 1.00 per share in a registered direct offering.

The net proceeds of the offering, after deducting the underwriting discount and other estimated expenses, were approximately $ 16.8 million.

Note 2 — Liquidity and Going Concern - continued

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 unaudited condensed consolidated financial statements are issued.

Note 3 — Summary of Significant Accounting Policies

Significant Accounting Policies

The Company’s significant accounting policies are as disclosed in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2025 as filed with the SEC on March 25, 2026, except as otherwise noted herein below.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries 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.

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.

permitted under SEC rules, certain footnotes or other financial information normally required by U.S.

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.

As permitted under SEC rules, certain footnotes or other financial information normally required by U.S.

GAAP have been condensed or omitted.

The balance sheet as of December 31, 2025 has been derived from audited consolidated financial statements at such date.

The accompanying

unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated

financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary

for a fair statement of the Company’s unaudited condensed consolidated financial information.

unaudited condensed consolidated results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative

of the consolidated results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future

The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial

information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto

as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March

amounts in the accompanying unaudited condensed consolidated financial statements and the 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.

preparing the unaudited condensed 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 the determination of corresponding carrying value reserves, if any, and

liabilities and the disclosure of contingent losses, as of the date of the unaudited condensed consolidated financial statements, as

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

Significant estimates in these unaudited condensed

consolidated financial statements include those related to the estimated 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.

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

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.

3 — Summary of Significant Accounting Policies - continued

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.

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.

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).

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

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.

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

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.

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.

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.

Value Option (“FVO”) Election

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.

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”)

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

2024 Convertible Note, including the component related to accrued interest, is presented in a single line item within other income (expense)

in the accompanying unaudited condensed 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 2024 Convertible Notes).

Note 9, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 10, Debt , for a discussion

of the 2024 Convertible Notes.

3 — Summary of Significant Accounting Policies - continued

Adopted Accounting Pronouncements

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.

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

Early adoption is permitted.

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

does not expect the standard to have a significant impact on its consolidated financial statements in the 2025 Annual Report on Form

Accounting Standards Updates Not Yet Adopted

November 2024, the FASB issued ASU No.

2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosures (Subtopic 220-40):

The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the Company’s unaudited condensed consolidated financial information.

The unaudited condensed consolidated results of operations for the three months ended March 31, 2026 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2026 or for any other interim period or for any other future periods.

The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10 -K as filed with the SEC on March 25, 2026.

All amounts in the accompanying unaudited condensed consolidated financial statements and the 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.

Note 3 — Summary of Significant Accounting Policies - continued

Use of Estimates

In preparing the unaudited condensed 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 the determination of corresponding carrying value reserves, if any, and liabilities and the disclosure of contingent losses, as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

Significant estimates in these unaudited condensed consolidated financial statements include those related to the estimated 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.

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.

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

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.

Note 3 — Summary of Significant Accounting Policies - continued

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.

Fair Value Option ( “ FVO ” ) Election

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.

Note 3 — Summary of Significant Accounting Policies - continued

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 2024 Convertible Note, including the component related to accrued interest, is presented in a single line item within other income (expense) in the accompanying unaudited condensed 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 2024 Convertible Notes).

See Note 9, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 10, Debt , for a discussion of the 2024 Convertible Notes.

Recent Accounting Standards Updates Not Yet Adopted

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, (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.

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 is

currently evaluating the potential impact of this guidance on its unaudited condensed consolidated financial statements.

October 2023, the FASB issued ASU No.

The Company is currently evaluating the potential impact of this guidance on its unaudited condensed 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 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.

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.

The Company is currently evaluating the potential impact this update will have on its unaudited condensed

consolidated financial statements and disclosures.

4 — Revenue from Contracts with Customers

the three and nine months ended September 30, 2025, the Company recognized revenue of $ 1,211 and $ 3,202 , respectively, 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 three and

nine months ended September 30, 2024 was $ 1,172 and $ 3,149 , respectively, resulting from the delivery of patient EsoGuard test results.

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.

the three and nine months ended September 30, 2025, the cost of revenue was $ 1,697 and $ 4,810 , respectively, primarily related to costs

for our laboratory operations and EsoCheck device supplies.

The Company’s cost of revenue for the three and nine months ended September

30, 2024 was $ 1,684 and $ 4,954 , respectively, primarily related to costs for our laboratory operations and EsoCheck device supplies.

5 — Related Party Transactions

aggregate Due To:

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

Note 4 — Revenue from Contracts with Customers

Revenue Recognized

In the three months ended March 31, 2026 and 2025, the Company recognized revenue of $ 1,256 and $ 828 , respectively, 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.

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 three months ended March 31, 2026 and 2025, the cost of revenue was $ 1,625 and $ 1,551 , respectively, 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:

aggregate Due To:

Employee-Related Costs

3 unchanged sentences

Cash payments to PAVmed Inc.

Balance - September 30, 2025

- Management Services Agreement

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.

Balance - March 31, 2026

Note 5 — Related Party Transactions - continued

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.

Currently, under the terms of PAVmed’s outstanding convertible debt, PAVmed is required to elect to receive such payments in cash.

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

Schedule of MSA Fee Expense Classification in Statements of Operations

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

Sales & Marketing

2 unchanged sentences

Total MSA Fee

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

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.

6 — Prepaid Expenses, Deposits, and Other Current Assets

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

Schedule of Prepaid Expenses and Other Current Assets

September 30, 2025

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.

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

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

March 31, 2026

December 31, 2025

1 unchanged sentence

Prepaid insurance

Subscribed amounts due from investors

Total prepaid expenses, deposits and other current assets

Company’s future lease payments as of September 30, 2025, which are presented as operating lease liabilities, current portion and

operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:

of Future Lease Payments of Operating Lease Liabilities

Note 7 — Leases

The Company’s future lease payments as of March 31, 2026 , which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:

2026 (remainder of year)

2 unchanged sentences

Present value of lease liabilities

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

Schedule of Cash Flow Supplemental Information

Nine Months Ended September 30,

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

Three Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities

4 unchanged sentences

Weighted-average discount rate - operating leases

of September 30, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases were $ 2,021 and $ 2,637 , respectively,

which are reported in operating lease right-of-use assets in the unaudited condensed consolidated balance sheets.

As of September 30,

2025 and December 31, 2024, the Company had outstanding operating lease obligations of $ 2,035 and $ 2,654 , respectively, of which $ 878

and $ 854 , respectively, are reported in operating lease liabilities, current portion and $ 1,157 and $ 1,800 , respectively, are reported

in operating lease liabilities less current portion in the Company’s unaudited condensed consolidated balance sheets.

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.

8 — Commitment and Contingencies

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.

9 — Financial Instruments Fair Value Measurements

Fair Value Measurements

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

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

As of March 31, 2026 and December 31, 2025 , the Company’s right-of-use assets from operating leases were $ 1,591 and $ 1,806 , respectively, which are reported in operating lease right-of-use assets in the unaudited condensed consolidated balance sheets.

As of March 31, 2026 and December 31, 2025 , the Company had outstanding operating lease obligations of $ 1,603 and $ 1,820 , respectively, of which $ 908 and $ 893 , respectively, are reported in operating lease liabilities, current portion and $ 695 and $ 927 , respectively, are reported in operating lease liabilities less current portion in the Company’s unaudited condensed 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 8 — 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 9 — Financial Instruments Fair Value Measurements

Recurring Fair Value Measurements

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

2 unchanged sentences

Level-3 Inputs

September 30, 2025

March 31, 2026

2024 Convertible Notes

4 unchanged sentences

2024 Convertible Notes

Fair value of liability

1 There were no transfers

between the respective Levels during the nine months ended September 30, 2025.

9 — Financial Instruments Fair Value Measurements - continued

discussed in Note 10, 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.

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.

estimated fair value of the 2024 Convertible Notes as of each September 30, 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

Schedule of Fair Value Assumption Used

There were no transfers between the respective Levels during the three months ended March 31, 2026 .

Note 9 — Financial Instruments Fair Value Measurements - continued

As discussed in Note 10, 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 March 31, 2026 and December 31, 2025 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:

2024 Convertible Notes:

September 30, 2025

2024 Convertible Notes:

March 31, 2026

December 31, 2025

6 unchanged sentences

Dividend yield

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

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 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 10 — Debt

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

November 22, 2029

Balance as of September 30, 2025

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

Balance as of March 31, 2026

Maturity Date

Interest Rate

Price per Share

2024 Convertible Notes

1 unchanged sentence

Balance as of December 31, 2025

10 — Debt - continued

changes in the fair value of debt during the three and nine months ended September 30, 2025 is as follows:

Schedule of Changes in Fair Value of

The changes in the fair value of debt during the three months ended March 31, 2026 is as follows:

Convertible Notes

Other Income (expense)

Fair Value at June 30, 2025

Fair Value at December 31, 2025

Non-installment payments – common stock

1 unchanged sentence

Change in fair value

Fair Value at September 30, 2025

Other Income (Expense) - Change in fair value – three months ended September 30, 2025

Fair Value at March 31, 2026

Other Income (Expense) - Change in fair value – three months ended March 31, 2026

The changes in the fair value of debt during the three months ended March 31, 2025 is as follows:

Convertible Notes

Other Income (expense)

Fair Value - December 31, 2024

Fair Value at December 31, 2024

Non-installment payments – common stock

1 unchanged sentence

Change in fair value

Fair Value at September 30, 2025

Other Income (Expense) - Change in fair value – nine months ended September 30, 2025

changes in the fair value of debt during the three and nine months ended September 30, 2024 is as follows:

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value at June 30, 2024

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2024

Other Income (Expense) - Change in fair value – three months ended September 30, 2024

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - December 31, 2023

Fair Value - Beginning Balance

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2024

Fair Value - Ending Balance

Other Income (Expense) - Change in fair value – nine months ended September 30, 2024

10 — Debt - continued

Fair Value at March 31, 2025

Other Income (Expense) - Change in fair value – three months ended March 31, 2025

Note 10 — Debt - continued

2024 Convertible Notes

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.

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 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.

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 September 30, 2025.

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.

11 — Stock-Based Compensation

Diagnostics 2018 Long-Term Incentive Equity Plan

Lucid Diagnostics Inc.

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.

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.

total of 18,342,201 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan,

with 904,162 shares available for grant as of September 30, 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 September 30, 2025.

2025, the number of shares available for grant was increased by 4,018,163 in accordance with the evergreen provisions of the plan.

Diagnostics Stock Options

Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized

of Stock Options Issued and Outstanding Activities

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

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.

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.

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 March 31, 2026 .

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 11 — Stock-Based Compensation

Lucid Diagnostics 2018 Long-Term Incentive Equity Plan

The Lucid Diagnostics Inc.

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 26,603,181 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan, with 976,335 shares available for grant as of March 31, 2026 .

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 March 31, 2026 .

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.

Lucid Diagnostics Stock Options

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

Exercise Price

Outstanding stock options at December 31, 2025

Outstanding stock options at September 30, 2025 (3)

Vested and exercisable stock options at September 30, 2025

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 September 30, 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 September 30, 2025 and December

February 20, 2025, the Compan y granted 1,321,000 stock

options to employees under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted average

exercise price of $ 1.49 .

Outstanding stock options at March 31, 2026 (3)

Vested and exercisable stock options at March 31, 2026

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 March 31, 2026 and December 31, 2025 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 March 31, 2026 and 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.

Diagnostics Restricted Stock Awards

Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside

such plan are summarized as follows:

of Restricted Stock Award Activity

Number of Restricted

Weighted Average Grant Date Fair Value

Note 11 — 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 as follows:

Unvested restricted stock awards as of December 31, 2025

Unvested restricted stock awards as of September 30, 2025

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.

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.

11 — Stock-Based Compensation - continued

Unvested restricted stock awards as of March 31, 2026

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 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, 2029.

The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

2014 Equity Plan

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).

Compensation Expense

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

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 11 — 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:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Lucid Diagnostics 2018 Equity Plan – cost of revenue

7 unchanged sentences

Total stock-based compensation expense

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.

of September 30, 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:

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 March 31, 2026 , 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

4 unchanged sentences

Restricted Stock Awards

11 — Stock-Based Compensation - continued

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 $ 0.90 per share and $ 0.79 per share during the nine months ended September 30,

2025 and 2024, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

of Stock-based Compensation Valuation Assumptions

Nine Months Ended September 30,

Note 11 — Stock-Based Compensation - continued

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 $ 0.84 per share and $ 0.94 per share during the three months ended March 31, 2026 and 2025 , respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

Three Months Ended March 31,

Expected term of stock options (in years)

2 unchanged sentences

Expected dividend yield

Diagnostics Inc Employee Stock Purchase Plan (“Lucid ESPP”)

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 shares 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

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

September 30, 2025.

12 — Stockholders’ Equity

B Preferred Stock Offering and Exchange

of September 30, 2025 and December 31, 2024, there were 44,140 and 44,285 shares, respectively, of Series B Convertible Preferred Stock,

classified in permanent equity, issued and outstanding.

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 Stock .

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.

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.

B-1 Preferred Stock Offering

of September 30, 2025 and December 31, 2024, there were 10,134 shares of Series B-1 Convertible Preferred Stock, classified in permanent

equity, issued and outstanding.

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.

12 — Stockholders’ Equity - continued

2025 Registered Direct Offering

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.

2025 Confidentially Marketed Public Offering

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.

2025 Confidentially Marketed Public Offering

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.

Equity Facility and ATM Facility

March 28, 2022, the Company entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”).

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 September 30, 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.

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

In the nine months ended September 30, 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.

13 — Net Loss Per Share

Net loss per share basic and diluted for the respective periods indicated is as follows:

of Net Loss Per Share Basic and Diluted

Lucid Diagnostics Inc Employee Stock Purchase Plan ( “ Lucid ESPP ” )

A total of 242,284 shares and 203,051 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 210 and $ 141 on March 31, 2026 and 2025, respectively, under the Lucid ESPP.

The Lucid ESPP has a total reservation of 3,500,000 shares of common stock of which 1,662,087 shares are available for issue as of March 31, 2026 .

Note 12 — Stockholders ’ Equity

Series B Preferred Stock Offering and Exchange

As of March 31, 2026 and December 31, 2025 , there were zero and 44,140 shares, respectively, of Series B Convertible Preferred Stock, classified in permanent equity, issued and outstanding.

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.

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 or about March 13, 2026, the mandatory conversion date for the Series B Preferred Stock, the Company issued 22,176,525 shares of common stock to the holders of the Series B Preferred Stock, 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.

Subsequent to March 31, 2026, in May 2026, the Company issued 3,358,162 shares of common stock held in abeyance.

Note 12 — Stockholders ’ Equity - continued

Series B- 1 Preferred Stock Offering

As of March 31, 2026 and December 31, 2025 , there were 10,134 shares of Series B- 1 Convertible Preferred Stock, classified in permanent equity, issued and outstanding.

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) was entitled to receive, and did 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 ( subject to the applicable beneficial ownership limitation set forth in the Certificate of Designation of those securities).

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.

Subsequent to March 31, 2026, in May 2026, the Company issued in the aggregate 742,534 common shares, with such shares having a fair value of approximately $ 0.8 million at the time of issuance, in satisfaction of the May 6, 2026 Series B- 1 Preferred Stock dividend.

In addition, as a result of the application of the beneficial ownership limitations in such Certificate of Designations, 2,061,428 shares of common stock otherwise issuable upon satisfaction of the May 6, 2026 Series B- 1 Preferred Stock dividend are held in abeyance until such time that they can be issued without exceeding any such limitations, with such shares having a fair value of approximately $ 2.2 million as of the May 6, 2026 Series B- 1 Preferred Stock dividend date.

On or about May 6, 2026, the mandatory conversion date for the Series B- 1 Preferred Stock, the Company issued 3,712,663 shares of common stock to the holders of the Series B- 1 Preferred Stock, 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, 10,307,139 shares of common stock otherwise issuable upon conversion of the Series B- 1 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- 1 Convertible Preferred stock outstanding.

April 2026 Registered Direct Offering

Subsequent to March 31, 2026, on April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $ 1.00 per share in a registered direct offering.

The net proceeds of the offering, after deducting approximately $ 1.2 million of the underwriting discount and other estimated expenses, was approximately $ 16.8 million.

Committed Equity Facility and ATM Facility

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 three months ended March 31, 2026 , the Company sold 4,161,747 shares through their ATM equity facility for net proceeds of approximately $ 5.3 million, after payment of 3 % commissions, approximately $ 0.2 million.

Note 13 — Net Loss Per Share

The Net loss per share basic and diluted for the respective periods indicated is as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

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

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

Series B 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.

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.

weighted-average number of shares of common stock outstanding for the nine months ended September 30, 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 of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average

number of shares of common stock outstanding includes such incremental shares.

However, as the Company was in a loss position for

all periods 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

September 30,

- 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 three months ended March 31, 2026 and 2025 includes the shares of the Company issued and outstanding during such periods, each on a weighted average basis.

The basic weighted average number of shares of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares of common stock outstanding includes such incremental shares.

However, as the Company was in a loss position for all periods 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

Unvested restricted stock awards

Shares held in abeyance

Preferred stock

14 — Segment Information

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 unaudited condensed

consolidated statements of operations.

the three and nine months ended September 30, 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.

Note 14 — 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 operations.

The Company’s significant segment expenses and other segment items align with the financial statements line items presented in its the unaudited condensed consolidated statements of operations.

During the three months ended March 31, 2026 and 2025 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.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our unaudited condensed consolidated financial condition and results of operations should be read together with our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”).

Unless the context otherwise requires, (i) “we”, “us”, and “our”, and the “Company”, “Lucid” and “Lucid Diagnostics” refer to Lucid Diagnostics Inc.

and its subsidiaries LucidDx Labs Inc.

(“LucidDx Labs”) and CapNostics, LLC (“CapNostics”), (ii) “FDA” refers to the Food and Drug Administration, (iii) “510(k)” refers to a premarket notification, submitted to the FDA by a manufacturer pursuant to § 510(k) of the Food, Drug and Cosmetic Act and 21 CFR § 807 subpart E, (iv) “CLIA” refers to the Clinical Laboratory Improvement Amendments of 1988 and associated regulations set forth in 42 CFR § 493, (v) “CE Mark” refers to a “Conformité Européenne” Mark, a mark indicating that a product such as a medical device conforms to the essential requirements of the relevant European directive, and (vi) “LDT” refers to a diagnostic test, defined by the FDA as “an IVD that is intended for clinical use and designed, manufactured and used within a single laboratory,” which is generally subject only to self-certification of analytical validity under the CMS CLIA program.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”), including the discussion and analysis of our unaudited condensed consolidated financial condition and results of operations, contains forward-looking statements that involve substantial risks and uncertainties.

All statements, other than statements of historical facts, contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements.

The words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from those expressed or implied in the forward-looking statements.

Factors that might cause such differences include, but are not limited to, those discussed in Item 1A of Part I of the Form 10-K under the heading “Risk Factors.”

Important factors that may affect our actual results include:

our limited operating history;

our financial performance, including our ability to generate revenue;

our ability to obtain regulatory approval for the commercialization of our products;

the ability of our products to achieve market acceptance;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

our potential ability to obtain additional financing when and if needed;

our ability to protect our intellectual property;

our ability to complete strategic acquisitions;

our ability to manage growth and integrate acquired operations;

the potential liquidity and trading of our securities;

our regulatory and operational risks;

cybersecurity risks;

risks related to health-related emergencies;

risks related to our relationship with PAVmed;

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

In addition, our forward-looking statements do not reflect the potential impact of any future financings, acquisitions, mergers, dispositions, joint ventures or investments we may make.

We may not actually achieve the results, plans and/or objectives disclosed in our forward-looking statements, and the intended or expected results, developments and/or other events disclosed in our forward-looking statements may not actually occur, and accordingly you should not place undue reliance on our forward-looking statements.

You should read this Quarterly Report on Form 10-Q and the documents we have filed as exhibits to this Form 10-Q and the Form 10-K completely and with the understanding our actual future results may be materially different from what we expect.

We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

We are 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, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma (“EAC”).

We believe that our flagship product, the EsoGuard Esophageal DNA Test, performed on samples collected with the EsoCheck Esophageal Cell Collection Device, constitutes the first and only commercially available diagnostic test capable of serving as a widespread tool with the goal of preventing EAC deaths, through early detection of esophageal precancer in at-risk GERD patients.

EsoGuard is a bisulfite-converted targeted next-generation sequencing ("NGS") DNA assay performed on surface esophageal cells collected with the FDA 510(k) cleared EsoCheck device.

It quantifies methylation at 31 sites on two genes, Vimentin ("VIM") and Cyclin A1 ("CCNA1").

Analytical validation tests of EsoGuard demonstrated approximately 97% analytical sensitivity, 95% analytical specificity, 98% analytical accuracy, and 100% inter-assay and intra-assay precision.

Performance characteristics of the EsoGuard test have been evaluated in two case-control studies and two prospective, single-arm cohort studies.

Both cohort studies were designed as “screening” studies, enrolling patients from the intended-use population.

In these screening settings, EsoGuard demonstrated a positive predictive value ("PPV") of 30–33% and a negative predictive value ("NPV") of 99% for the detection of Barrett’s esophagus (“BE”) and EAC.

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 two minute 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.

We believe this proprietary Collect+Protect™ technology makes EsoCheck the only noninvasive esophageal cell collection device capable of such anatomically targeted and protected sampling.

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 testing for the early detection of EAC and BE, including dysplastic BE and related pre-cursors to EAC in patients with GERD.

Recent Developments

Medicare Coverage

In November 2024, we submitted to MolDx our complete clinical evidence package in support of a request for reconsideration of the non-coverage language in the local coverage determination, or “LCD,” to secure Medicare coverage for EsoGuard.

The EsoGuard clinical evidence package included six new peer-reviewed publications:

three clinical validation studies (two in the intended use population, one case control), two clinical utility studies, and one analytical validation study.

The current LCD provides clear coverage criteria consistent with the American College of Gastroenterology, or “ACG,” guidelines for esophageal precancer testing.

The package was submitted as part of a request for reconsideration of the non-coverage language in the LCD to secure Medicare coverage for EsoGuard.

As part of the LCD reconsideration process, MolDx-participating Medicare Administrative Contractors convened a Contractor Advisory Committee, or “CAC,” Meeting regarding the LCD on September 4, 2025.

At the meeting, eleven experts, including physicians across multiple specialties (GI, primary care, pathology), major society guideline co-authors (ACG, AGA (as defined below)) and industry leaders (American Foregut Society, American Society for Gastrointestinal Endoscopy), participated in this extensive discussion of the unmet clinical need with respect to early detection of esophageal precancer and the strength of the EsoGuard clinical validity and clinical utility data.

Recent Developments - continued

April 2026 Registered Direct Offering

Subsequent to March 31, 2026, on April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $1.00 per share in a registered direct offering.

The net proceeds of the offering, after deducting approximately $1.2 million of the underwriting discount and other estimated expenses, was approximately $16.8 million.

Department of Veteran Affairs

On January 21, 2026, the Company announced that it has been awarded a contract by the U.S.

Department of Veterans Affairs for EsoGuard expanding access to esophageal precancer testing across the nation's largest integrated healthcare system, which serves more than nine million enrolled veterans annually.

Real-World Experience Data

In December 2025, the Company announced results from an 18-month real-world experience evaluating EsoGuard and EsoCheck in approximately 12,000 patients.

The analysis demonstrated high technical success rates, rapid procedure times, and appropriate physician utilization in routine clinical practice, consistent with previously reported clinical studies.

The data are currently under peer review for publication.

On May 30, 2025, the Company entered into an “at-the-market offering” (“ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group LLC.

In the three months ended March 31, 2026, the Company sold 4,161,747 shares through their ATM equity facility for net proceeds of approximately $5.3 million, after payment of 3% commissions, approximately $0.2 million.

Results of Operations

The Company recognized revenue resulting from the delivery of patient EsoGuard test results when the Company considered the collection of such consideration to be probable to the extent that it is unconstrained.

Cost of revenue

Cost of revenues recognized from the delivery of patient EsoGuard test results includes costs related to EsoCheck device usage, shipment of test collection kits, royalties and the cost of services to process tests and provide results to physicians.

We incur expenses for tests in the period in which the activities occur, therefore, gross margin as a percentage of revenue may vary from quarter to quarter due to costs being incurred in one period that relate to revenues recognized in a later period.

We expect that the gross margin for our services will continue to fluctuate and be affected by EsoGuard test volume, our operating efficiencies, patient compliance rates, payer mix, the levels of reimbursement, and payment patterns of payers and patients.

Sales and marketing expenses

Sales and marketing expenses consist primarily of salaries and related costs for employees engaged in sales, sales support and marketing activities, as well as the portion of the MSA Fee (as defined in Note 5, Related Party Transactions , to our accompanying unaudited condensed consolidated financial statements) allocated to sales and marketing expenses, which are principally costs related to PAVmed employees who are performing services for the Company.

We anticipate our sales and marketing expenses will increase in the future, to the extent we expand our commercial sales and marketing operations as resources permit and insurance reimbursement coverage for our EsoGuard test expands.

General and administrative expenses

General and administrative expenses consist primarily of professional fees for accounting, tax, audit and legal services (including those fees incurred as a result of our being a public company), consulting fees, employees costs involved in third-party payor reimbursement, expenses associated with obtaining and maintaining patents within our intellectual property portfolio, and certain employee costs, along with the portion of the MSA Fee allocated to general and administrative expenses.

We anticipate our general and administrative expenses will increase in the future to the extent our business operations grow.

Furthermore, we anticipate continued expenses related to being a public company, including fees and expenses for audit, legal, regulatory, tax-related services, insurance premiums and investor relations costs associated with maintaining compliance as a public company.

Results of Operations - continued

Research and development expenses

Research and development expenses are recognized in the period they are incurred and consist principally of internal and external expenses incurred for the development of our technologies and conducting clinical trials, including:

costs associated with submission of regulatory filings;

cost of laboratory supplies and acquiring, developing, and manufacturing preclinical prototypes;

the portion of the MSA Fee allocated to research and development.

We plan to incur research and development expenses for the foreseeable future as we continue the development of our existing products as well as new innovations.

Our research and development activities, including our clinical trials, are focused principally on facilitating insurer reimbursement, encouraging physician adoption and developing product improvements or extending the utility of the lead products in our pipeline, including EsoCheck and EsoGuard.

Other Income and Expense, net

Other income and expense, net, consists principally of changes in fair value of our convertible note and losses on extinguishment of debt upon repayment of such convertible note.

Presentation of Dollar Amounts

All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented as dollars in millions, except for share and per share amounts.

Results of Operations - continued

The three months ended March 31, 2026 as compared to the three months ended March 31, 2025

In the three months ended March 31, 2026, revenue was approximately $1.3 million as compared to $0.8 million for the corresponding period in the prior year.

The $0.5 million increase principally relates to the increase in consideration received for the performance of the EsoGuard tests.

Cost of revenue

In the three months ended March 31, 2026, the cost of revenue was relatively level at approximately $1.6 million, as compared to the corresponding period in the prior year.

Sales and marketing expenses

In the three months ended March 31, 2026, sales and marketing costs were approximately $5.0 million as compared to $4.1 million for the corresponding period in the prior year.

The net increase of $0.9 million was principally related to:

approximately $0.7 million increase in compensation costs;

approximately $0.1 million increase in professional services and consulting costs;

approximately $0.1 million increase in the professional services based on current business activities received from PAVmed through the MSA agreement.

General and administrative expenses

In the three months ended March 31, 2026, general and administrative costs were approximately $5.4 million as compared to $6.2 million for the corresponding period in the prior year.

The net decrease of $0.8 million was principally related to:

approximately $1.2 million decrease related to third-party professional fees, primarily due to financing related costs;

approximately $0.3 million increase in stock-based compensation costs;

approximately $0.1 million increase in other general corporate and consulting costs.

Research and development expenses

In the three months ended March 31, 2026, research and development costs were approximately $1.2 million, compared to $1.4 million for the corresponding period in the prior year.

The net decrease of $0.2 million was principally related to a decrease in development costs, particularly in clinical trial activities and outside professional and consulting fees.

Amortization of Acquired Intangible Assets

In the three months ended March 31, 2026, the amortization of acquired intangible assets remained relatively level at approximately $0.1 million, as compared to the corresponding period in the prior year.

Other Income and Expense

Change in fair value of convertible debt

In the three months ended March 31, 2026, the sequential increase in the fair value of our convertible notes of approximately $1.8 million is reflected as other expense in the Statement of Operations, (see Note 10, Debt , to our accompanying unaudited condensed consolidated financial statements).

The 2024 Convertible Notes were initially measured at the issue-date estimated fair value and are subsequently remeasured at estimated fair value as of each reporting period end date.

Results of Operations - continued

Liquidity and Capital Resources

Our current operational activities are principally focused on the commercialization of EsoGuard.

We are pursuing commercialization across multiple sales channels, including:

the communication to and education of medical practitioners and clinicians regarding EsoGuard;

the establishment of Lucid Test Centers for the collection of cell samples using EsoCheck;

use of our mobile testing unit;

ongoing #CheckYourFoodTube testing days;

and our direct contracting strategic initiative (including in the concierge medicine and employer markets sectors).

Additionally, we are developing expanded clinical evidence to support insurance reimbursement adoption by government and private insurers.

Further, as resources permit, the Company also intends to pursue development of other products and services.

Our ability to generate revenue depends upon our ability to successfully advance the commercialization of EsoGuard, including significantly expanding insurance reimbursement coverage.

There are no assurances, however, we will be able to obtain an adequate level of financial resources required for the long-term commercialization and development of our products and services.

We are 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 products and services.

We experienced a net loss of approximately $13.9 million and used approximately $12.1 million of cash in operations during the three months ended March 31, 2026.

Financing activities provided $5.5 million of cash during the three months ended March 31, 2026.

We ended the quarter with cash on-hand of $27.9 million as of March 31, 2026.

We expect to continue to experience recurring losses and negative cash flow from operations, and will continue to fund our operations with debt and/or equity financing transactions, which in accordance with management’s plans may include conversions of our existing debt to equity and refinancing our existing debt obligations to extend the maturity date.

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

Liquidity and Capital Resources

April 2026 Registered Direct Offering

On April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $1.00 per share (the “Offering”).

The net proceeds of the offering, after deducting approximately $1.2 million of the underwriting discount and other estimated expenses, was approximately $16.8 million.

In the three months ended March 31, 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 of approximately $0.2 million.

Debt Financing

On November 22, 2024, the Company closed on the sale of $21.975 million in principal amount of 2024 Convertible Notes.

Under the 2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants, including certain financial covenants.

The Company was in compliance with all covenants as of March 31, 2026.

See Note 10, Debt , for more information.

Management Fee Obligation

The Company’s daily operations are also managed in part by personnel employed by PAVmed, for which the Company incurs the MSA Fee.

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.

Currently, the MSA Fee is $1.05 million per month.

See Note 5, Related Party Transactions , for more information.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reporting in our unaudited condensed consolidated financial statements and accompanying notes.

On an ongoing basis, we evaluate our estimates and judgements.

In accordance with U.S.

GAAP, we base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances.

Actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting estimates are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 25, 2026.

There have been no material changes to our critical accounting estimates in the three months ended March 31, 2026.

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-Q

Item 1. Financial Statements