What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-13 · 195 added, 102 removed, 565 unchanged (34% of the section changed)

4 unchanged sentences

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

March 31, 2026

June 30, 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 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

Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 0 and 54,274 as of June 30, 2026 and December 31, 2025, respectively

Common stock, $ 0.001 par value, 400,000,000 and 300,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively;

190,757,165 and 131,098,762 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

24 unchanged sentences

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

for the THREE MONTHS ENDED March 31, 2026 and 2025

for the THREE and Six MONTHS ENDED June 30, 2026

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

Preferred Stock

Balance as of March 31, 2026

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

Issuance - Interest payment paid in stock

Issuance - Registered Direct Offering, net of fees

Issuance - Dividend on Series B-1 Preferred Stock (remaining shares held in abeyance)

Conversions - Series B-1 Preferred Stock (remaining shares held in abeyance)

Issuance - release of shares held in abeyance

Balance as of June 30, 2026

Preferred Stock

Balance as of December 31, 2025

9 unchanged sentences

Issuance - Interest payment paid in stock

Issuance - Registered Direct Offering, net of fees

Issuance - Dividend on Series B Preferred Stock

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

Issuance - Dividend on Series B-1 Preferred Stock (remaining shares held in abeyance)

Conversions - Series B Preferred Stock (remaining shares held in abeyance)

Conversions - Series B-1 Preferred Stock (remaining shares held in abeyance)

Issuance - release of shares held in abeyance

Tax withholdings on equity based compensation

Balance as of June 30, 2026

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 and Six Months Ended June 30, 2025

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

Preferred Stock

Balance as of March 31, 2025

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

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

Issuance - Interest payment paid in stock

Issuance - Confidentially Marketed Public Offering, net of fees

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

Balance as of June 30, 2025

Preferred Stock

6 unchanged sentences

2014 Equity Plan

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

Purchase - Employee Stock Purchase Plan

1 unchanged sentence

Issuance - Registered Direct Offering, net of fees

Issuance - Dividend on Series B Preferred Stock

Balance as of March 31, 2025

Issuance - Confidentially Marketed Public Offering, net of fees

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

Balance as of June 30, 2025

See accompanying notes to the unaudited condensed consolidated financial statements.

3 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

19 unchanged sentences

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

30 unchanged sentences

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.

The Company generated $ 1.5 million and $ 2.7 million of revenue for the three and six months ended June 30, 2026 , respectively, 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 $ 38.3 million and had net cash flows used in operating activities of approximately $ 23.4 million for the six months ended June 30, 2026 .

As of June 30, 2026 , the Company had working capital of approximately $ 9.1 million, with such working capital inclusive of the 2024 Convertible Notes (as defined below) classified as a current liability of approximately $ 23.5 million and approximately $ 33.4 million of cash.

Note 2 — Liquidity and Going Concern - continued

14 unchanged sentences

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 unaudited condensed consolidated results of operations for the three and six months ended June 30, 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.

44 unchanged sentences

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)).

The estimated fair value adjustment of the 2024 Convertible Notes, 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).

21 unchanged sentences

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.

In the three and six months ended June 30, 2026 , the Company recognized revenue of $ 1,474 and $ 2,730 , 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.

In the three and six months ended June 30, 2025, the Company recognized revenue of $ 1,163 and $ 1,991 , respectively, resulting from the delivery of patient EsoGuard test results.

Cost of Revenue

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

In the 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.

In the three and six months ended June 30, 2026 , the cost of revenue was $ 1,445 and $ 3,070 , respectively, primarily related to costs for our laboratory operations and EsoCheck device supplies.

In the three and six months ended June 30, 2025, the cost of revenue was $ 1,563 and $ 3,114 , respectively, primarily related to costs for our laboratory operations and EsoCheck device supplies.

Note 5 — Related Party Transactions

6 unchanged sentences

Cash payments to PAVmed Inc.

Balance - March 31, 2026

Balance - June 30, 2026

Note 5 — Related Party Transactions - continued

5 unchanged sentences

Three Months Ended

Six Months Ended

Sales & Marketing

6 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

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:

The Company’s future lease payments as of June 30, 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)

3 unchanged sentences

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,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

4 unchanged sentences

Weighted-average discount rate - operating leases

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.

As of June 30, 2026 and December 31, 2025 , the Company’s right-of-use assets from operating leases were $ 1,398 and $ 1,806 , respectively, which are reported in operating lease right-of-use assets in the unaudited condensed consolidated balance sheets.

As of June 30, 2026 and December 31, 2025 , the Company had outstanding operating lease obligations of $ 1,409 and $ 1,820 , respectively, of which $ 906 and $ 893 , respectively, are reported in operating lease liabilities, current portion and $ 503 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.

1 unchanged sentence

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.

In the ordinary course of Lucid’s business, 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.

Additionally, although the Company has 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

5 unchanged sentences

Level-3 Inputs

March 31, 2026

June 30, 2026

2024 Convertible Notes

4 unchanged sentences

2024 Convertible Notes

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

There were no transfers between the respective Levels during the six months ended June 30, 2026 .

Note 9 — Financial Instruments Fair Value Measurements - continued

3 unchanged sentences

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:

The estimated fair value of the 2024 Convertible Notes as of each June 30, 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:

March 31, 2026

June 30, 2026

December 31, 2025

17 unchanged sentences

November 22, 2029

Balance as of March 31, 2026

Balance as of June 30, 2026

Maturity Date

4 unchanged sentences

Balance as of December 31, 2025

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

The changes in the fair value of debt during the three and six months ended June 30, 2026 is as follows:

Convertible Notes

Fair Value at December 31, 2025

Fair Value at March 31, 2026

Non-installment payments – common stock

1 unchanged sentence

Change in fair value

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:

Fair Value at June 30, 2026

Other Income (Expense) - Change in fair value – three months ended June 30, 2026

Convertible Notes

Fair Value at December 31, 2024

Fair Value - December 31, 2025

Non-installment payments – common stock

1 unchanged sentence

Change in fair value

Fair Value at June 30, 2026

Other Income (Expense) - Change in fair value – six months ended June 30, 2026

The changes in the fair value of debt during the three and six months ended June 30, 2025 is as follows:

Convertible Notes

Fair Value at March 31, 2025

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

Non-installment payments – common stock

Non-installment payments – cash interest paid

Change in fair value

Fair Value at June 30, 2025

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

Convertible Notes

Fair Value - December 31, 2024

Non-installment payments – common stock

Non-installment payments – cash interest paid

Change in fair value

Fair Value at As of June 30, 2025

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

Note 10 — Debt - continued

2 unchanged sentences

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

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

The Company realized gross proceeds of $ 21.975 million and, after giving effect to the repayment in full of the Company's then-outstanding convertible debt, 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).

2 unchanged sentences

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 .

On May 13, 2026, the Company and a majority-in-interest of the holders of the 2024 Convertible Notes entered into a waiver agreement, pursuant to which they agreed that the holders would not declare that an event of default has occurred due to the Company's failure to obtain a positive Medicare decision with respect to its EsoGuard product by May 22, 2026.

Such waiver covers the period through August 22, 2026.

Accordingly, the Company was in compliance with all covenants and no event of default had occurred and was continuing as of June 30, 2026 .

The Company filed a resale registration statement on Form S- 3 Registration No.

7 unchanged sentences

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 .

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 1,004,590 shares available for grant as of June 30, 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 June 30, 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.

4 unchanged sentences

Outstanding stock options at December 31, 2025

Outstanding stock options at March 31, 2026 (3)

Vested and exercisable stock options at March 31, 2026

Outstanding stock options at June 30, 2026 (3)

Vested and exercisable stock options at June 30, 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.

The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of June 30, 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 June 30, 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 per share and a weighted average grant-date fair value of $ 0.85 per share.

The options will vest one - third on December 31, 2026 and then ratably over the next eight quarters.

Note 11 — Stock-Based Compensation - continued

2 unchanged sentences

Unvested restricted stock awards as of December 31, 2025

Unvested restricted stock awards as of March 31, 2026

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.

Unvested restricted stock awards as of June 30, 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 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.

These restricted stock awards vest on a single vesting date of May 20, 2029.

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

5 unchanged sentences

Three Months Ended

Six Months Ended

Lucid Diagnostics 2018 Equity Plan – cost of revenue

9 unchanged sentences

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:

As of June 30, 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

6 unchanged sentences

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,

Stock-based compensation expense recognized with respect to new stock options granted during the six months ended June 30, 2026 and 2025 under the Lucid Diagnostics 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 0.83 per share and $ 0.93 per share, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

Six Months Ended June 30,

Expected term of stock options (in years)

2 unchanged sentences

Expected dividend yield

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

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 .

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 June 30, 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.

As of June 30, 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.

2 unchanged sentences

On or about March 13, 2026, the mandatory conversion date for the Series B Preferred Stock, the Company issued 19,812,596 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 a result of the application of the beneficial ownership limitations in such Certificate of Designations, 15,658,196 shares of common stock otherwise issuable upon conversion of the Series B Preferred Stock were held in abeyance until such time that they could 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.

As of June 30, 2026 and December 31, 2025 , there were zero and 10,134 shares, respectively, 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 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.

2 unchanged sentences

As of the mandatory conversion date, there were no Series B- 1 Convertible Preferred stock outstanding.

Shares held in abeyance

Pursuant to the beneficial ownership limitations described above, the Company placed an aggregate of 28,026,763 shares of its common stock in abeyance during the six months ended June 30, 2026.

As such beneficial ownership limitations permitted, during the three and six months ended June 30, 2026, the Company issued an aggregate of 3,358,163 and 5,722,092 shares, respectively, that had previously been held in abeyance.

As of June 30, 2026, there remained 22,304,671 shares of common stock in abeyance.

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.

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.

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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.

In the six months ended June 30, 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

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Three Months Ended

Series B Convertible Preferred Stock dividends earned

Six Months Ended

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

Net loss attributable to Lucid Diagnostics Inc.

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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.

Basic weighted-average number of shares of common stock outstanding for the six months ended June 30, 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.

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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.

During the three and six months ended June 30, 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.

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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.

At the meeting, eleven experts, including physicians across multiple specialties (GI, primary care, pathology), major society guideline co-authors (American College of Gastroenterology, American Gastroenterological Association) 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.

Laboratory Benefit Manager Coverage Policy

In July 2026, the Company secured its first positive coverage policy from a laboratory benefit manager that establishes genetic and molecular testing coverage policies for adoption by its client health plans.

The policy considers EsoGuard medically necessary for patients who meet American College of Gastroenterology screening criteria.

Department of Veteran Affairs

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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.

Recent Developments - continued

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 in a registered direct offering.

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

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.

In the six months ended June 30, 2026, the Company sold 4,161,747 shares through the ATM for net proceeds of approximately $5.3 million, after payment of 3% commissions or approximately $0.2 million.

Results of Operations

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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.

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

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.

All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented 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 three months ended June 30, 2026 as compared to the three months ended June 30, 2025

In the three months ended June 30, 2026, revenue was approximately $1.5 million as compared to $1.2 million for the corresponding period in the prior year.

The $0.3 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.

In the three months ended June 30, 2026, the cost of revenue was approximately $1.4 million as compared to $1.5 million for the corresponding period in the prior year.

The $0.1 million decrease principally relates to a decrease in compensation costs.

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.

In the three months ended June 30, 2026, sales and marketing costs were approximately $5.8 million as compared to $4.0 million for the corresponding period in the prior year.

The net increase of $1.8 million was principally related to:

approximately $0.7 million increase in compensation costs;

approximately $1.6 million increase primarily due to an increase in compensation, related personnel costs and stock-based compensation costs;

approximately $0.2 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.

In the three months ended June 30, 2026, general and administrative costs were approximately $5.8 million as compared to $5.6 million for the corresponding period in the prior year.

The net increase of $0.2 million was principally related to:

approximately $0.5 million increase in compensation and stock-based compensation costs;

approximately $0.3 million decrease in third-party professional fees primarily related to financing activities.

Research and development expenses

In the three months ended June 30, 2026, research and development costs were approximately $1.2 million, compared to $1.3 million for the corresponding period in the prior year.

The net decrease of $0.1 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 $0.2 million decrease in professional services;

approximately $0.1 million increase in compensation and stock-based compensation costs.

Amortization of Acquired Intangible Assets

In the three months ended June 30, 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 June 30, 2026 and 2025, the change in fair value of our convertible notes of approximately $1.0 million and $6.9 million, respectively, is reflected as other income in the Statement of Operations (see Note 10, Debt , to our accompanying unaudited condensed consolidated financial statements).

The 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

The six months ended June 30, 2026 as compared to the six months ended June 30, 2025

In the six months ended June 30, 2026, revenue was approximately $2.7 million as compared to $2.0 million for the corresponding period in the prior year.

The $0.7 million increase principally relates to the increase in consideration received for the performance of the EsoGuard tests.

Cost of revenue

In the six months ended June 30, 2026, the cost of revenue was relatively level at approximately $3.1 million, as compared to the corresponding period in the prior year.

Sales and marketing expenses

In the six months ended June 30, 2026, sales and marketing costs were approximately $10.8 million as compared to $8.1 million for the corresponding period in the prior year.

The net increase of $2.7 million was principally related to

approximately $2.3 million increase primarily due to an increase in compensation, related personnel costs and stock-based compensation costs;

approximately $0.4 million increase in professional services and third-party consulting costs.

General and administrative expenses

In the six months ended June 30, 2026, general and administrative costs were approximately $11.2 million as compared to $11.8 million for the corresponding period in the prior year.

The net decrease of $0.6 million was principally related to:

approximately $1.5 million decrease in third-party professional fees associated with financing activities;

approximately $0.8 million increase in compensation and 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.

In the six months ended June 30, 2026, research and development costs were approximately $2.4 million compared to $2.7 million for the corresponding period in the prior year.

The net decrease of $0.3 million was principally related to:

approximately $0.3 million decrease in professional services;

approximately $0.2 million increase in compensation and stock-based compensation costs;

approximately $0.2 million decrease in development costs, primarily attributable to reduced clinical trial activities.

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.

In the six months ended June 30, 2026, the amortization of acquired intangible assets remained relatively level at approximately $0.2 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).

In the six months ended June 30, 2026 and 2025, the change in the fair value of our convertible notes of approximately $0.8 million and $7.6 million, respectively, is reflected as other expense in the Statement of Operations (see Note 10, Debt , to our accompanying unaudited condensed consolidated financial statements).

The 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.

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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 experienced a net loss of approximately $25.6 million and used approximately $23.4 million of cash in operations during the six months ended June 30, 2026.

Financing activities provided $22.3 million of cash during the six months ended June 30, 2026.

We ended the quarter with cash on-hand of $33.4 million as of June 30, 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.

Our ability to continue operations 12 months beyond the issuance of the accompanying financial statements will depend upon generating substantial revenue that is conditioned on obtaining positive third-party reimbursement coverage for our EsoGuard Esophageal DNA Test from both government and private health insurance providers, and 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.

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.

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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.

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 net proceeds of the offering, after deducting approximately $1.2 million of the underwriting discount and other 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.

In the six months ended June 30, 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, or 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.

On November 22, 2024, the Company closed on the sale of $21.975 million in principal amount of 2024 Convertible Notes, as defined in Note 10, Debt , to our accompanying unaudited condensed consolidated financial statements.

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.

The Company was in compliance with all covenants as of June 30, 2026.

Such waiver covers the period through August 22, 2026.

See Note 10, Debt , for more information.

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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.

There have been no material changes to our critical accounting estimates in the six months ended June 30, 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