Lucid Diagnostics Inc. 10-Q

Item 1. Financial Statements LUCID DIAGNOSTICS INC. and SUBSIDIARY (a majority-owned subsidiary of PAVmed Inc.) CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands except number of shares and per share data - unaudited) March 31, 2022 December 31, 2021 Assets: Current assets: Cash $ 47,919 $ 53,656 Accounts receivable 89 200 Prepaid expenses, deposits, and other current assets 4,324 3,447 Total current assets 52,332 57,303 Fixed assets, net 1,095 971 Operating lease right-of-use assets 2,224 — Intangible assets, net 5,714 — Other assets 695 725 Total assets $ 62,060 $ 58,999 Liabilities, Preferred Stock and Stockholders’ Equity Current liabilities: Accounts payable $ 4,462 $ 1,490 Accrued expenses and other current liabilities 2,226 1,113 Operating lease liabilities, current portion 769 — Contingent purchase consideration payable 4,887 — Due To: PAVmed Inc. - MSA Fee and operating expenses 1,770 1,657 Total current liabilities 14,114 4,260 Long-term liabilities Operating lease liabilities, less current portion 1,455 — Total long-term liabilities 1,455 — Total liabilities 15,569 4,260 Commitments and contingencies Stockholders’ Equity: Preferred stock, $ 0.001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021 — — Common stock, $ 0.001 par value, 100,000,000 shares authorized; 35,171,796 and 34,917,907 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively 35 35 Additional paid-in capital 100,630 96,608 Accumulated deficit ( 54,174 ) ( 41,904 ) Total Stockholders’ Equity 46,491 54,739 Total Liabilities and Stockholders’ Equity $ 62,060 $ 58,999 See accompanying notes to the unaudited condensed consolidated financial statements. 1 LUCID DIAGNOSTICS INC. and SUBSIDIARY (a majority-owned subsidiary of PAVmed Inc.) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except number of shares and per share data - unaudited) 2022 2021 Three Months Ended March 31, 2022 2021 Revenue $ 189 $ — Cost of revenue 369 — Gross profit (loss) ( 180 ) — Operating expenses: Sales and marketing 3,318 689 General and administrative 5,718 1,212 Research and development 2,881 1,752 Total operating expenses 11,917 3,653 Loss from operations ( 12,097 ) ( 3,653 ) Other income (expense): Change in fair value - contingent consideration payable ( 173 ) — Other income (expense), net ( 173 ) — Loss before provision for income tax ( 12,270 ) ( 3,653 ) Provision for income taxes — — Net loss $ ( 12,270 ) $ ( 3,653 ) Net loss per share - basic and diluted $ ( 0.35 ) $ ( 0.26 ) Weighted average common shares outstanding, basic and diluted 35,123,039 14,114,437 See accompanying notes to the unaudited condensed consolidated financial statements. 2 LUCID DIAGNOSTICS INC. and SUBSIDIARY (a majority-owned subsidiary of PAVmed Inc.) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) for the THREE MONTHS ENDED March 31, 2022 and 2021 (in thousands except number of shares and per share data - unaudited) Shares Amount Capital Deficit Total Common Stock Additional Paid-In Accumulated Shares Amount Capital Deficit Total Balance as of December 31, 2021 34,917,907 $ 35 $ 96,608 $ ( 41,904 ) $ 54,739 Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan 253,889 — 187 — 187 Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan — — 3,537 — 3,537 Stock-based compensation - PAVmed Inc. 2014 Equity Plan — — 298 — 298 Net Loss — — — ( 12,270 ) ( 12,270 ) Balance as of March 31, 2022 35,171,796 $ 35 $ 100,630 $ ( 54,174 ) $ 46,491 Shares Amount Capital Deficit Total Common Stock Additional Paid-In Accumulated Shares Amount Capital Deficit Total Balance as of December 31, 2020 14,114,707 $ 10 $ 298 $ ( 13,826 ) $ ( 13,518 ) Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan — — 802 — 802 Stock-based compensation - PAVmed Inc. 2014 Equity Plan — — 3 — 3 Net loss — — — ( 3,653 ) ( 3,653 ) Balance as of March 31, 2021 14,114,707 $ 10 $ 1,103 $ ( 17,479 ) $ ( 16,366 ) See accompanying notes to the unaudited condensed consolidated financial statements. 3 LUCID DIAGNOSTICS INC. and SUBSIDIARY (a majority-owned subsidiary of PAVmed Inc.) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands except number of shares and per share data - unaudited) 2022 2021 Three Months Ended March 31, 2022 2021 Cash flows from operating activities Net loss $ ( 12,270 ) $ ( 3,653 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation expense 24 3 Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan 3,537 802 Stock-based compensation - PAVmed Inc. 2014 Equity Plan 298 3 Fair value adjustment to contingent consideration payable 173 — Changes in operating assets and liabilities: Accounts receivable 111 — Prepaid expenses and other current assets 168 104 Accounts payable 1,958 ( 1,269 ) Accrued expenses and other current liabilities 112 ( 108 ) Due To: PAVmed Inc. - operating expenses paid on-behalf-of Lucid Diagnostics Inc. ( 510 ) 33 Due To: PAVmed Inc. - Management Services Agreement Fee — 770 Due To: PAVmed Inc. - Employee Related Costs 623 — Net cash flows used in operating activities ( 5,776 ) ( 3,315 ) Cash flows from investing activities Purchase of equipment ( 148 ) ( 9 ) Net cash flows used in investing activities ( 148 ) ( 9 ) Cash flows from financing activities Proceeds – exercise of stock options 187 — Proceeds – Due To: PAVmed Inc. - working capital cash advances — 3,300 Net cash flows provided by financing activities 187 3,300 Net increase (decrease) in cash ( 5,737 ) ( 24 ) Cash, beginning of period 53,656 111 Cash, end of period $ 47,919 $ 87 See accompanying notes to the unaudited condensed consolidated financial statements. 4 LUCID DIAGNOSTICS INC. and SUBSIDIARY (a majority-owned subsidiary of PAVmed Inc.) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (amounts in these accompanying notes are presented in thousands, except number of shares and per-share amounts.) Note 1 — Summary Description of the Company The accompanying unaudited condensed consolidated financial statements are those of Lucid Diagnostics Inc. (“Lucid Diagnostics” or “the Company”), which was incorporated in the State of Delaware on May 8, 2018. Lucid Diagnostics Inc. is a majority-owned subsidiary of PAVmed Inc., as discussed below. The Company operates in one segment as a commercial-stage medical diagnostics technology company focused on the millions of patients with gastroesophageal reflux disease - “GERD” - which is also known as chronic heartburn, acid reflux or simply reflux, who are at risk for developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma (EAC). Lucid Diagnostics Inc. entered into a patent license agreement with Case Western Reserve University (“CWRU”), captioned the Amended and Restated License Agreement, dated August 23, 2021 (“Amended CWRU License Agreement”). The Amended CWRU License Agreement is a successor to and replaced in its entirety the previous CWRU License Agreement, dated May 12, 2018. The Amended CWRU License Agreement terminates upon the expiration of certain related patents, or on May 12, 2038 in countries where no such patents exist, or upon expiration of any exclusive marketing rights granted by the FDA or other U.S. government agency, whichever comes later. The Amended CWRU License Agreement (as did the predecessor CWRU License Agreement) provides for the exclusive worldwide license of the intellectual property rights for the proprietary technologies of two distinct technology components - the “EsoCheck Cell Collection Device” referred to as “EsoCheck®”; and a panel of proprietary methylated DNA biomarkers, a laboratory developed test (“LDT”), referred to as “EsoGuard®”; and together are collectively referred to as the “EsoGuard Technology”. See Note 3, Patent License Agreement – Case Western Reserve University, for a discussion of the Amended CWRU License Agreement. Since its inception, the Company has advanced the proprietary technologies underlying EsoGuard and EsoCheck from the academic research laboratory to commercial diagnostics tests and devices with scalable manufacturing capacity. The Company is presently focused on expanding commercialization across multiple sales channels, including: the communication and education of medical practitioners and clinicians of the EsoGuard LDT; and establishing “Lucid Diagnostics Test Centers” for the collection of cell samples using EsoCheck Up and until February 25, 2022, delivery of the collected cell samples were sent to ResearchDX Inc. (“RDx”), a CLIA certified commercial laboratory service provider, for the performance of the EsoGuard LDT. See LucidDx Labs, Inc. and Asset Purchase Agreement-February 2022 below. Additionally, the Company is conducting two concurrent clinical trials, including each of: the “EsoGuard screening study” (“ESOGUARD-BE-1”); and the “EsoGuard case control study” (“ESOGUARD-BE-2”), to support a United States Food and Drug Administration (“FDA”) pre-market approval (“PMA”) of the use of EsoGuard and EsoCheck as an in-vitro diagnostic medical device (“IVD”). Further, the Company is developing expanded clinical evidence to support recommendation of our products in professional society guidelines. 5 Note 1 — Summary Description of the Company - continued Since its inception and through the date of the Company’s IPO on October 14, 2021, the operations of Lucid Diagnostics Inc. have been funded by PAVmed Inc. providing working capital cash advances and the payment by PAVmed Inc. of certain operating expenses on-behalf-of Lucid Diagnostics Inc. Additionally, the daily operations of Lucid Diagnostics Inc. continue to be managed by personnel employed by PAVmed Inc., for which Lucid Diagnostics Inc. incurs expense according to the provisions of a Management Services Agreement between Lucid Diagnostics Inc. and PAVmed Inc. See Note 5, Related Party Transactions , for information with respect to the Management Services Agreement; and Note 6, Due To PAVmed Inc. , for further information with respect to amounts owed to PAVmed Inc. by Lucid Diagnostics Inc. The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic and medical device 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 expects to continue to experience recurring losses from operations and will continue to fund its operations with debt and equity financing transactions. Notwithstanding, however, with the cash on-hand as of the date hereof and other debt and equity committed sources of capital with Lucid and its parent company, PAVmed, the Company expects to be able to fund its future operations for one year from the date of the issue of the Company’s unaudited condensed consolidated financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended March 31, 2022. Lucid Diagnostics Inc. Initial Public Offering - October 14, 2021 On October 14, 2021, Lucid Diagnostics Inc. completed an initial public offering (“IPO”) of its common stock under an effective registration statement on Form S-1 (SEC File No. 333-259721), wherein a total of 5.0 million IPO shares of common stock were issued, with such total IPO shares inclusive of 571,428 IPO shares issued to PAVmed Inc., at an IPO price of $ 14.00 per share, resulting gross proceeds of $ 70.0 million, before underwriting fees of $ 4.9 million, and approximately $ 0.7 million of offering costs incurred by the Company. LucidDx Labs Inc. In December 2021, Lucid Diagnostics, Inc. formed a new wholly owned subsidiary, LucidDx Labs Inc., principally to construct and operate a Company-owned Commercial Lab Improvements Act (“CLIA”) certified, College of American Pathologists (“CAP”) accredited commercial clinical laboratory. On February 25, 2022, LucidDx Labs, Inc., entered into an asset purchase agreement (“APA”) with ResearchDx, Inc. (“RDx”), an unrelated third-party - “RDx APA”. Under the RDx APA, LucidDx Labs Inc. acquired certain assets from RDx to be combined with LucidDx Labs Inc. purchased and leased property and equipment to establish a Company-owned CLIA certified, CAP accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. See Note 7, Acquisitions - Asset Purchase Agreement - Research Dx Inc. , for a further discussion of the RDx APA. 6 Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates 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, 2021 as filed with the SEC on April 6, 2022, except as otherwise noted herein below. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiary, LucidDx Labs Inc. All intercompany transactions and balances have been eliminated in consolidation. Lucid Diagnostics Inc. (“the Company”) is a majority-owned consolidated subsidiary of PAVmed Inc., which has a majority equity ownership interest and has financial control of Lucid Diagnostics Inc. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. Use of Estimates In preparing the 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 liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards and contingent consideration. Other significant estimates include 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. Contingent Consideration Contingent Consideration relates to the potential payment for an acquisition that is contingent upon the achievement of the acquired business meeting certain milestones. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred. For potential payments related to milestone achievements, the Company estimated the fair value based on the probability of achievement of such milestones. The assumptions utilized in the calculation of the acquisition date fair value include probability of success and the discount rates. Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Contingent consideration is remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within other income (expense), net in the Company’s unaudited condensed consolidated statements of operations. 7 Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates - continued Recent Accounting Standards Updates Adopted Effective December 31, 2021, the Company adopted FASB ASC Topic 842, Leases, (“ASC 842”). ASC 842 established a right-of-use (“ROU”) model requiring a lessee to recognize a ROU asset and a lease liability for all leases with terms greater-than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company’s adoption of ASC 842 did not have an effect on the Company’s consolidated financial statements. See Note 9, Leases. Note 3 — Patent License Agreement - Case Western Reserve University The Company has a patent license agreement with CWRU which provides for each of patent fees reimbursement payments, milestone payments and royalty payments - each as discussed below. For further details of this agreement, see Note 3 of the Company’s Consolidated Financial Statements in the Company’s Form 10-K for the year ended December 31, 2021. Lucid Diagnostics Inc. is responsible for reimbursement of certain CWRU billed patent fees. See Note 5, Related Party Transactions , for patent fee reimbursement payments paid to CWRU in the periods ended March 31, 2022 and 2021. The CWRU License Agreement contained milestones for which a $ 75 research and development expense was recognized and paid with respect to the achievement of the regulatory milestone related to FDA clearance of EsoCheck. The CWRU License Agreement was amended effective February 12, 2021 such that a regulatory milestone related to FDA PMA submission of a licensed product (“PMA Milestone”) is included in the Amended CWRU License Agreement, and is the sole remaining unachieved milestone, for which a $ 200 milestone payment would be payable to CWRU upon its achievement. 8 Note 3 — Patent License Agreement - Case Western Reserve University - continued Under the Amended CWRU License Agreement, the Company is required to pay a royalty fee to CWRU with respect to the “Licensed Products” (as defined in the CWRU License Agreement) of a percentage of “Net Sales”, as defined in the Amended CWRU License Agreement, as follows: 5.0% of Net Sales up to $100.0 million per year; and 8.0% of Net Sales of $100.0 million or greater per year, with such amounts subject-to a minimum annual royalty fee. The Company recorded a royalty expense of $ 10 for the three months ended March 31, 2022 Note 4 — Revenue from Contracts with Customers Revenue is recognized when the satisfaction of the performance obligation occurs, which is when the delivery of product and /or the provision of service is rendered, and is measured as the amount of estimated consideration expected to be realized. In the period ended March 31, 2022, the Company recognized revenue under the EsoGuard Commercialization Agreement, dated August 1, 2021, as discussed below. EsoGuard Commercialization Agreement The Company entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its CLIA certified commercial laboratory service provider, ResearchDX Inc. (“RDx”), an unrelated third-party. The EsoGuard Commercialization Agreement initial term was on a month-to-month basis and was terminated on February 25, 2022 upon the execution of the RDx APA. See Note 7, Acquisitions - Asset Purchase Agreement - Research Dx Inc. , for a further discussion of the RDx APA. Revenue Recognized In the three months ended March 31, 2022, the Company recognized total revenue of $ 189 under the EsoGuard Commercialization Agreement , which represents the minimum fixed monthly fee of $ 100 for the period January 1, 2022 to the February 25, 2022 termination date as discussed above. The monthly fee was deemed to be collectible for such period as RDx has timely paid the applicable respective monthly fee. Cost of Revenue The cost of revenue recognized with respect to the revenue recognized under the EsoGuard Commercialization Agreement for the period January 1, 2022 to February 25, 2022 totaled $ 369 , inclusive of employee related costs of employees engaged in the delivery of the administration to patients of the EsoCheck cell sample collection procedure, EsoCheck devices and EsoGuard mailers (cell sample shipping costs) distributed to medical practitioners’ locations and the Lucid Test Centers; Lucid Test Centers operating expenses, including rent expense and supplies; and royalty fees incurred under the Amended CWRU License Agreement. 9 Note 5 — Related Party Transactions Case Western Reserve University and Physician Inventors - CWRU License Agreement Case Western Reserve University (“CWRU”) and each of the three physician inventors of the intellectual property licensed under the CWRU License Agreement (“Physician Inventors”) each hold equity ownership minority interests in Lucid Diagnostics Inc. The expenses incurred with respect to the CWRU License Agreement and the three Physician Inventors, as classified in the accompanying consolidated statement of operations for the periods indicated are summarized as follows: Schedule of Incurred Expenses of Minority Shareholders 2022 2021 Three Months Ended March 31, 2022 2021 Cost of Revenue CWRU – Royalty Fee $ 9 $ — Cost of Revenue 369 - General and Administrative Expense Stock-based compensation expense – Physician Inventors’ restricted stock awards 272 91 General and Administrative Expense 5,718 1,212 Research and Development Expense CWRU License Agreement - reimbursement of patent legal fees — — Fees - Physician Inventors’ consulting agreements 8 13 Sponsored research agreement 3 — Stock-based compensation expense – Physician Inventors’ stock options 46 6 Research and Development Expense 2,881 1,752 Total Related Party Expenses $ 338 $ 110 Lucid Diagnostics Inc. entered into consulting agreements with each of the three Physician Inventors, with each such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided, and an expiration date of May 12, 2024, upon the agreements’ renewal effective May 12, 2021. Additionally, as discussed below, each of the Physician Inventors have been granted stock options under the PAVmed Inc. 2014 Long-Term Incentive Equity Plan, and stock options and restricted stock awards under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan. Under each of their respective (initial) consulting agreements with Lucid Diagnostics Inc., the three Physician Inventors were each granted 25,000 stock options under the PAVmed Inc. 2014 Equity Plan, with a grant date of May 12, 2018, an exercise price of $ 1.59 per share of common stock of PAVmed Inc., vesting ratably on a quarterly basis commencing June 30, 2018 and ending March 31, 2021, and a contractual period of ten years from the date of grant. As of March 31, 2021, such stock options were fully vested and exercisable. Subsequent to March 31, 2021, each of the Physician Inventors were granted 50,000 stock options under the PAVmed Inc. 2014 Equity Plan, with a grant date of June 21, 2021, an exercise price of $ 6.41 per share of common stock of PAVmed Inc., vesting ratably on a quarterly basis commencing June 30, 2021 and ending March 31, 2024, and a contractual period of ten years from the date of grant. On March 1, 2021, restricted stock awards were granted under the Lucid Diagnostics Inc. 2018 Equity Plan to each of the three Physician Inventors, with such restricted stock awards having a single vesting date of March 1, 2023, with the fair value of such restricted stock awards recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. 10 Note 5 — Related Party Transactions - continued PAVmed Inc. - Management Services Agreement The daily operations of Lucid Diagnostics Inc. are managed by personnel employed by PAVmed Inc., for which Lucid Diagnostics Inc. incurs a service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with PAVmed Inc. The MSA does not have a termination date, but may be terminated by the Lucid Diagnostics Inc. board of directors. The MSA Fee is charged on a quarterly basis and is subject-to periodic adjustment corresponding with changes in the number of PAVmed Inc. employees providing services to Lucid Diagnostics Inc., with the change in the MSA Fee approved by each of the Lucid Diagnostics Inc. and PAVmed Inc. board of directors. Lucid Diagnostics Inc. recognized MSA Fee expense of $ 1,170 and $ 770 in the periods ended March 31, 2022 and 2021, respectively. The 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 Unaudited Condensed Statement of Operations 2022 2021 Three Months Ended March 31, 2022 2021 Cost of Revenues $ — $ — Sales & Marketing 183 323 General & Administrative 640 270 Research & Development 347 177 Total MSA Fee $ 1,170 $ 770 The classification of the MSA Fee as presented above is based on the PAVmed Inc. classification of employee salary expense. In this regard, PAVmed Inc. classifies employee salary expense as cost-of-revenue for employees engaged in service delivery under the EsoGuard Commercialization Agreement, and sales and marketing expenses for employees performing sales, marketing, and reimbursement activities and functions, general and administrative, and research and development except for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, for which such employee salary is classified as research and development expense. Other Related Party Transactions Lucid Diagnostics Inc. previously entered into a consulting agreement with Stanley N. Lapidus, effective June 2020 with such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided. In July 2021, Mr. Lapidus was appointed as Vice Chairman of the Board of Directors of Lucid Diagnostics Inc. Lucid Diagnostics Inc. recognized general and administrative expense of $ 6 in the period ended March 31, 2021 in connection with the consulting agreement. 11 Note 6 — Due To PAVmed Inc. The aggregate Due To: PAVmed Inc., inclusive of the Senior Unsecured Promissory Note, for the periods indicated is summarized as follows: Schedule of Senior Unsecured Promissory Note Working Capital Cash Advances PAVmed Inc. OBO Payments Employee-Related Costs MSA Fees Total Balance - December 31, 2021 $ — $ 620 $ 1,037 $ — $ 1,657 MSA fees — — — 1,170 1,170 On Behalf Of (OBO) activities — 153 — — 153 ERC - Payroll & Benefits — — 2,122 — 2,122 Cash payments to PAVmed Inc. — ( 662 ) ( 1,500 ) ( 1,170 ) ( 3,332 ) Balance - March 31, 2022 $ — $ 111 $ 1,659 $ — $ 1,770 Prior to the Company’s initial public offering (IPO), it principally financed its operations through working capital cash advances from PAVmed Inc. and the periodic payment of certain operating expenses by PAVmed Inc. on-behalf-of Lucid Diagnostics Inc. (the “PAVmed Inc. OBO Payments”). Additionally, the daily operations of Lucid Diagnostics Inc. are managed by personnel employed by PAVmed Inc., for which the Company incurs expense according to the provisions of a Management Services Agreement (the “MSA”) between the Company and PAVmed Inc (the “MSA Fee”). See Note 5 , Related Party Transactions , for further information regarding the MSA. 12 Note 7 — Acquisitions Asset Purchase Agreement - ResearchDx Inc. On February 25, 2022, LucidDx Labs, Inc., entered into an asset purchase agreement (“APA”) with ResearchDx, Inc. (“RDx”), an unrelated third-party - “RDx APA”. Under the RDx APA, LucidDx Labs Inc. acquired certain assets from RDx to be combined with LucidDx Labs Inc. purchased and leased property and equipment to establish a Company-owned CLIA certified, CAP accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. Prior to consummation of the RDx APA, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited laboratory. As of March 31, 2022, the Company’s preliminary analysis is the RDx APA transaction is a business combination, resulting in the recognition and measurement of a preliminary purchase consideration in accordance with the valuation methodology described in Note 2, Summary of Significant Accounting Policies and Recent Accounting Standards Updates . Under the terms of the RDx APA, LucidDx Labs Inc. will pay RDx an aggregate purchase price of up to $ 6.2 million for the acquired assets. The total of $ 6.2 million is comprised of non-contingent purchase consideration of $ 1.0 million (included in “Accrued expenses and other liabilities” in the accompanying unaudited condensed consolidated balance sheets, as of March 31, 2022), and contingent purchase consideration of a total of $ 5.2 million face value, with such contingent purchase consideration having a preliminary $ 4,714 initial estimated fair value as of the transaction date. The preliminary $ 5,714 purchase consideration (inclusive of both the non-contingent and contingent purchase consideration discussed above) is unallocated as of March 31, 2022, and as such is included in intangible assets in the accompanying unaudited consolidated balance sheet. The preliminary estimated fair value of the contingent purchase price consideration and the identification and estimated fair value of acquired assets are subject-to further revision. Concurrent with the RDx APA, LucidDx Labs Inc. and RDx also entered into a management services agreement (“RDx MSA”), with a term of three years , and a total of approximately $ 1.8 million payable in equal quarterly payments. Pro Forma Information. The RDx APA transaction impact for purposes of pro forma financial statement disclosures would have primarily impacted the Company’s EsoGuard Commercialization Agreement with RDx, summarized as follows: Schedule of Business Acquisition Pro Forma Information Three Months Ended March 31, 2022 2021 Revenue As reported $ 189 $ — Pro forma $ — $ — Net Loss As reported $ ( 12,270 ) $ ( 3,653 ) Pro forma $ ( 12,459 ) $ ( 3,653 ) Basic and diluted net loss per share As reported $ ( 0.35 ) $ ( 0.26 ) Pro forma $ ( 0.35 ) $ ( 0.26 ) 13 Note 8 — Prepaid Expenses, Deposits, and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets March 31, 2022 December 31, 2021 Advanced payments to service providers and suppliers $ 259 $ 260 Prepaid insurance 1,052 1,578 Deposits 1,668 1,116 Deferred financing charges 1,014 — EsoCheck cell collection supplies 266 434 EsoGuard mailer supplies 65 59 Total prepaid expenses, deposits and other current assets $ 4,324 $ 3,447 Note 9 — Leases Supplemental 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 2022 2021 Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 224 $ — Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,404 $ — Weighted-average remaining lease term - operating leases (in years) 2.72 — Weighted-average discount rate - operating leases 7.875 % — % As of March 31, 2022, the Company’s right-of-use assets from operating leases are $ 2,224 , which are reporting in right-of-use assets - operating leases in the unaudited condensed consolidated balance sheets. As of March 31, 2022, the Company has outstanding operating lease obligations of $ 2,224 , of which $ 769 is reported in operating lease liabilities, current portion and $ 1,455 is reporting in operating lease liabilities less current portion in the Company’s unaudited condensed consolidated balance sheets. The Company did not have operating leases as of December 31, 2021. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the financing terms the Company would likely receive on the open market. 14 Note 10 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the reporting dates noted is as follows: Schedule of Fair value Measurement on Recurring Basis Level-1 Inputs Level-2 Inputs Level-3 Inputs Total Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level-1 Inputs Level-2 Inputs Level-3 Inputs Total March 31, 2022 Contingent consideration payable (1) $ — $ — $ 4,887 $ 4,887 Totals (1) $ — $ — $ 4,887 $ 4,887 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. There were no transfers between the respective Levels during the period ended March 31, 2022. Fair value measurements of contingent consideration The Company recorded $ 4.9 million, which is the fair value, of contingent consideration related to the RDx acquisition. The Company is required to make contingent consideration payments of up to $ 5.2 million related to the RDx APA agreement. The contingent agreement is based on achieving milestones to obtain certain certifications and licensing rights. The Company estimated the fair value on a probability based model that assessed achievement of such milestones. The model used present value factors, that applied probability ranges of 94 - 99 % , a discount rate of 7.875 % and achievement times ranging from one month to six months to achieve the respective milestones. The final settlement of contingent consideration liabilities for the acquisition could vary from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in other income (expense), net. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Schedule of Reconciliation of Liability Measured at Fair Value Recurring Basis Using Unobservable Inputs March 31, 2022 Fair value of contingent consideration at the date of acquisition $ 4,714 Payments — Change in fair value of contingent consideration 173 Contingent consideration payable $ 4,887 As of December 31, 2021 there were no fair value measurements. 15 Note 11 — Stock-Based Compensation Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc. 2018 Equity Plan”) is separate and apart from the PAVmed Inc. 2014 Equity Plan discussed below. The Lucid Diagnostics Inc. 2018 Equity Plan is designed to enable Lucid Diagnostics Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid Diagnostics Inc. The types of awards that may be granted under the Lucid Diagnostics Inc. 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 Inc. board of directors. A total of 5,644,000 shares of common stock of Lucid Diagnostics Inc. are reserved for issuance under the Lucid Diagnostics Inc. 2018 Equity Plan, with 733,541 shares available for grant as of March 31, 2022. The share reservation is not diminished by a total of 473,300 Lucid Diagnostics Inc. stock options and restricted stock awards granted outside the Lucid Diagnostics Inc. 2018 Equity Plan, as of March 31, 2022. Lucid Diagnostics Inc. 2018 Equity Plan - Stock Options Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan and including Lucid Diagnostics stock options granted outside the plan is as follows: Schedule of Stock Options Issued and Outstanding Activities Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 Granted (1) 1,760,000 $ 4.16 Exercised ( 253,889 ) $ 0.74 Forfeited ( 60,926 ) $ 4.61 Outstanding stock options at March 31, 2022 2,864,427 $ 2.75 6.9 Vested and exercisable stock options at March 31, 2022 1,277,026 $ 0.99 3.3 (1) Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant. See Note 5, Related Party Transactions , for a summary of the stock-based compensation expense recognized with respect to the stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan to the Physician Inventors. 16 Note 11 — Stock-Based Compensation - continued Lucid Diagnostics Inc. 2018 Equity Plan – Restricted Stock Awards A summary of restricted stock award activity is as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,890,740 $ 12.94 Granted 320,000 4.53 Vested — — Forfeited — — Unvested restricted stock awards as of March 31, 2022 2,210,740 $ 11.07 On January 7, 2022, 320,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted stock awards having a single vesting date on January 7, 2025, and an aggregate grant date fair value of approximately $ 1.4 million, measured as the grant date closing price of Lucid Diagnostics Inc. common stock, with such aggregate estimated 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 restricted stock awards are subject to forfeiture if the requisite service period is not completed. PAVmed Inc. 2014 Equity Plan The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed Inc. 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics Inc. 2018 Equity Plan (as such equity plan is discussed above). The three Physician Inventors were each granted 25,000 stock options under the PAVmed Inc. 2014 Equity Plan, with a grant date of May 12, 2018, an exercise price of $ 1.59 per share of common stock of PAVmed Inc., vesting ratably on a quarterly basis commencing June 30, 2018 and ending March 31, 2021, and a contractual period of ten years from the date of grant. Additionally, the three Physician Inventors were each granted 50,000 stock options under the PAVmed Inc. 2014 Equity Plan, with a grant date of June 21, 2021, an exercise price of $ 6.41 per share of common stock of PAVmed Inc., vesting ratably on a quarterly basis commencing June 30, 2021 and ending March 31, 2024, and a contractual period of ten years from the date of grant. See Note 5, Related Party Transactions , for a summary of the stock-based compensation expense recognized with respect to the stock options granted under the PAVmed Inc. 2014 Equity Plan to the Physician Inventors. Stock-Based Compensation Expense The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics Inc. 2018 Equity Plan and the PAVmed Inc. 2014 Equity Plan, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense 2022 2021 Three Months Ended March 31, 2022 2021 Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses $ 265 $ — Lucid Diagnostics Inc 2018 Equity Plan - general and administrative expense 3,201 789 Lucid Diagnostics Inc 2018 Equity Plan - research and development expenses 71 13 PAVmed Inc 2014 Equity Plan - sales and marketing expenses 175 — PAVmed Inc 2014 Equity Plan - general and administrative expenses 68 — PAVmed Inc 2014 Equity Plan - research and development expenses 55 3 Total stock-based compensation expense $ 3,835 $ 805 The stock-based compensation expense, as presented above, is inclusive of: stock options and restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan to employees of PAVmed Inc., the Physician Inventors (as discussed above), and members of the board of directors of Lucid Diagnostics Inc., as well as the stock options granted under the PAVmed Inc. 2014 Equity Plan to the Physician Inventors (as discussed above). 17 Note 11 — Stock-Based Compensation - continued As of March 31, 2022, 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 Inc. 2018 Equity Plan and the PAVmed Inc. 2014 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period Unrecognized Expense Weighted Average Remaining Service Period (Years) Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 4,660 2.7 Restricted Stock Awards $ 14,080 1.3 PAVmed Inc. 2014 Equity Plan Stock Options $ 2,317 2.1 Restricted Stock Awards $ 264 1.7 Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 2.95 per share during the year ended March 31, 2022. There were no stock-based awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan during the period ended March 31, 2021. The stock-based compensation was calculated using the following weighted average Black-Scholes valuation model assumptions: Schedule of Stock-based Compensation Valuation Assumptions 2022 Three Months Ended March 31, 2022 Expected term of stock options (in years) 5.6 Expected stock price volatility 86 % Risk free interest rate 1.7 % Expected dividend yield — % Lucid Diagnostics, Inc Employee Stock Purchase Plan (“ESPP”) The Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid Diagnostics Inc ESPP”), initial six-month stock purchase period is April 1, 2022 to September 30, 2022. The Lucid Diagnostics Inc. ESPP has a total reservation of 500,000 shares of common stock for which all shares are available-for-issue as of March 31, 2022. 18 Note 12 — Stockholders’ Equity Lucid Diagnostics Inc. Common Stock There were 35,171,796 and 34,917,907 shares of common stock issued and outstanding as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, PAVmed Inc. holds 27,927,190 shares, representing a majority-interest equity ownership and has a controlling financial interest in Lucid Diagnostics Inc. Committed Equity Facility - March 28, 2022 On March 28, 2022, Lucid Diagnostics, Inc. entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”). Under the terms of the committed equity facility, Cantor has committed to purchase up to $ 50 million of Lucid Diagnostics Inc. 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. In connection with the execution of the agreement for the committed equity facility, the Company agreed to pay Cantor $ 1.0 million as consideration for its irrevocable commitment to purchase the shares upon the terms and subject to the satisfaction of the conditions set forth in such agreement. In addition, pursuant to the agreement, we agreed to reimburse Cantor for certain of its expenses. the Company also entered into a registration rights agreement with Cantor. the Company has the right to terminate the agreement at any time after initial satisfaction of the conditions to Cantor’s obligation to purchase shares under the facility, at no cost or penalty, upon three trading days’ prior written notice. 19 Note 13 — Net Loss Per Share The “Net loss per share basic and diluted” for the respective periods indicated - is as follows: Schedule of Basic and Fully Diluted Net Loss Per Share 2022 2021 Three Months Ended March 31, 2022 2021 Numerator Net loss $ ( 12,270 ) $ ( 3,653 ) Denominator Weighted average common shares outstanding, basic and diluted 35,123,039 14,114,437 Loss per share Net loss per share - basic and diluted $ ( 0.35 ) $ ( 0.26 ) Basic weighted-average number of shares of common stock outstanding for the periods ended March 31, 2022 and 2021 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all 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: Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Earnings Per Share Three Months Ended March 31, 2022 2021 Lucid Diagnostics Inc. 2018 Equity Plan: Stock options 3,287,727 1,145,353 Unvested restricted stock awards 2,260,740 1,467,440 Total 5,548,467 2,612,793 The total of stock options and unvested restricted stock awards presented in the table above, are inclusive of 423,300 stock options as of March 31, 2022 and 2021, and 50,000 restricted stock awards as of March 31, 2022, granted outside the Lucid Diagnostics Inc. 2018 Equity Plan. Note 14 — Subsequent Events CapNostics, LLC On October 5, 2021, PAVmed Subsidiary Corporation, a wholly-owned subsidiary of PAVmed Inc., acquired all of the outstanding common stock of CapNostics, LLC (“CapNostics”) for total (gross) purchase consideration of approximately $ 2.1 million of cash, paid at the closing of the transaction. In April 2022, following the approval from both the PAVmed and Lucid board of directors, the respective companies entered into an agreement to transfer the CapNostics, LLC assets from PAVmed to Lucid as well as transferring the consulting agreement with the previous principal owner of CapNostics, LLC. The transfer price is $ 2.1 million for the assets. EsoCure EsoCure has been in development as an Esophageal Ablation Device by PAVmed, with the intent to allow a clinician to treat dysplastic BE before it can progress to EAC, a highly lethal esophageal cancer, and to do so without the need for complex and expensive capital equipment. In April 2022, following the approval from both the PAVmed and Lucid board of directors have the Companies entered into an intercompany license between PAVmed and Lucid such that Lucid will be granted the rights to commercialize EsoCure for the treating dysplastic Barrett’s Esophagus, including a royalty arrangement whereby Lucid will pay PAVmed a 5 % royalty on all EsoCure sales up to $ 100 million per calendar year, and 8% above that threshold. Lucid will obligated to fund ongoing development costs and cumulative patent expenses. EsoCure will become part of an integrated suite of Lucid products addressing BE-EAC. 20