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Item 5. Other Information

2022-08-15 compared with 2022-05-16 · 41 added, 19 removed, 18 unchanged (77% of the section changed)

Other Information

The Company’s daily operations of 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.

MSA Fee is charged on a monthly basis and is subject-to periodic adjustment corresponding with changes in the services provided by

personnel to the Company, with any such change in the MSA Fee being subject to approval of the Lucid Diagnostics Inc.

and PAVmed Inc.

boards of directors.

In this regard, subsequent to June 30, 2022, in August 2022, the boards of directors of Lucid

Diagnostics Inc.

and PAVmed Inc.

approved a sixth amendment to the MSA to increase the MSA Fee to $550 per month from $390 per

month, with such increase effective on a

prospective basis commencing July 1, 2022.

Pursuant to the sixth amendment, the parties agreed PAVmed Inc.

may elect to receive

payment of the monthly MSA Fee in cash or in shares of our common stock, with such shares valued at the volume weighted average

price (“VWAP”) during the final ten trading days of the applicable month (subject to a floor price of

$0.70 per share).

However, in no event will PAVmed Inc.

be entitled to receive under the MSA, as amended, more than 7,709,836 shares

of our common stock (representing 19.99% of our outstanding shares of common stock as of immediately prior to the execution of the

sixth amendment).

The shares that may be issued under the MSA, as amended, are being offered and sold in transactions exempt from

registration under the Securities Act of 1933, as amended, in reliance on the exemption afforded under Section 4(a)(2) thereof.

exhibits filed as part of this Quarterly Report on Form 10-Q are set forth in the “ Exhibit Index ” below.

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

Diagnostics Inc.

Lucid Diagnostics Inc.

August 15, 2022

Dennis M McGrath

Chief Financial Officer

Financial and Accounting Officer)

EXHIBIT INDEX

(Principal Financial and Accounting Officer)

Incorporation

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

and ResearchDx, Inc.

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

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

Management Services Agreement, dated as of February 25, 2022, by and among LucidDx Labs Inc.

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

and ResearchDx, Inc.

Employment Agreement, dated as of February 22, 2022, by and between Lishan Aklog, M.D.

and Lucid Diagnostics Inc.

Employment Agreement, dated as of February 22, 2022, by and between Dennis McGrath and Lucid Diagnostics Inc.

Employment Agreement, dated as of February 22, 2022, by and between Shaun O’Neil and Lucid Diagnostics Inc.

(incorporated by reference to Exhibit to the Current Report on Form filed by Lucid Diagnostics on).

Amended and Restated 2018 Long-Term Incentive Equity Plan.

Employee Stock Purchase Plan.

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

Page Interactive Data File (embedded within the Inline XBRL document)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

Filed herewith.

3 unchanged sentences

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 5. Other Information