What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-15 · 456 added, 378 removed, 372 unchanged (69% of the section changed)

4 unchanged sentences

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

June 30, 2022

December 31, 2021

Current assets:

Accounts receivable

Prepaid expenses, deposits, and other current assets

expenses, deposits, and other current assets

Total current assets

2 unchanged sentences

Intangible assets, net

Liabilities, Preferred Stock and Stockholders’ Equity

Liabilities, Preferred Stock

and Stockholders’ Equity

Current liabilities:

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities - current portion

Purchase consideration payable

Accrued expenses and other

current liabilities

Operating lease liabilities,

current portion

- MSA Fee and operating expenses

Total current liabilities

Long-term liabilities

Operating lease liabilities, less current portion

Total long-term liabilities

Total liabilities

current liabilities

lease liabilities, less current portion

Commitments and contingencies

Stockholders’ Equity:

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

no shares issued and outstanding as of June 30, 2022 and December 31, 2021

Common stock, $ 0.001 par value, 100,000,000 shares authorized;

35,994,667 and 34,917,907 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Preferred stock, $ 0.001 par value, 20,000,000

shares authorized;

no shares issued and outstanding as of September 30, 2022 and December 31, 2021

Common stock, $ 0.001 par value, 100,000,000

shares authorized;

37,016,225 and 34,917,907 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Stockholders’ Equity

Total Liabilities and

Stockholders’ Equity

accompanying notes to the unaudited condensed consolidated financial statements.

3 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Cost of revenue

Gross profit (loss)

Operating expenses:

Cost of revenue

Sales and marketing

General and administrative

Research and development

Total operating expenses

Loss from operations

Amortization of acquired intangible assets

and development

operating expenses

Net loss from operations

Other income (expense):

Interest expense - Senior Unsecured Promissory Note

Other income (expense), net

expense - Senior Unsecured Promissory Note

income (expense), net

Loss before provision for income tax

Provision for income taxes

Net loss per share - basic and diluted

Weighted average common shares outstanding, basic and diluted

Provision for income

Net loss per share -

basic and diluted

Weighted average common

shares outstanding, basic and diluted

accompanying notes to the unaudited condensed consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND SIX MONTHS ENDED June 30, 2022

the THREE AND NINE MONTHS ENDED September 30, 2022

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

Additional Paid-In Capital

Accumulated Deficit

Additional Paid-In Capital

Accumulated Deficit

Balance as of March 31, 2022

Exercise - stock options - Lucid Diagnostics Inc.

Balance as of June 30, 2022

Exercise - stock options - Lucid Diagnostics

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - Lucid Diagnostics

Stock-based compensation - PAVmed Inc.

CapNostics, LLC transfer

Vest - restricted stock awards

APA-RDx - Installment Payment

Balance as of June 30, 2022

Additional Paid-In Capital

Accumulated Deficit

Issuance - Committed Equity Facility, net of

deferred financing charges

Purchase - Employee Stock Purchase Plan

Balance as of September 30, 2022

Balance as of December 31, 2021

Exercise - stock options - Lucid Diagnostics Inc.

Exercise - stock options - Lucid Diagnostics

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - Lucid Diagnostics

Stock-based compensation - PAVmed Inc.

Vest - restricted stock awards

CapNostics, LLC transfer

APA-RDx - Installment Payment

Balance as of June 30, 2022

Issuance - Committed Equity Facility, net of

deferred financing charges

Purchase - Employee Stock Purchase Plan

Balance as of September 30, 2022

accompanying notes to the unaudited condensed consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND SIX MONTHS ENDED June 30, 2021

the THREE AND NINE MONTHS ENDED September 30, 2021

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

Additional Paid-In Capital

Accumulated Deficit

Balance as of March 31, 2021

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

Balance as of June 30, 2021

Additional Paid-In Capital

Accumulated Deficit

Stock-based compensation - Lucid Diagnostics

Stock-based compensation - PAVmed Inc.

Balance as of September 30, 2021

Balance as of December 31, 2020

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - Lucid Diagnostics

Stock-based compensation - PAVmed Inc.

Balance as of June 30, 2021

Balance as of September 30, 2021

accompanying notes to the unaudited condensed consolidated financial statements.

3 unchanged sentences

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

Six Months Ended June 30,

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation and amortization expense

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

Issue common stock - settle installment payment

Changes in operating assets and liabilities:

Months Ended September 30,

Cash flows from operating

Adjustments to reconcile net loss to net cash

used in operating activities

Depreciation and amortization

Stock-based compensation

- Lucid Diagnostics Inc.

Stock-based compensation

- PAVmed Inc.

Issue common stock

- settle installment payment

Changes in operating assets

and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Prepaid expenses and other

current assets

Accounts payable

Accrued expenses and other current liabilities

- operating expenses, employee related costs, MSA Fee

Accrued expenses and other

current liabilities

Accrued CWRU License Agreement

expenses, employee related costs, MSA Fee

- Interest Expense - Senior Unsecured Promissory Note

Net cash flows used in operating activities

Cash flows from investing activities

Net cash flows used

in operating activities

Cash flows from investing

Purchase of equipment

Payments - Acquisition

Net cash flows used in investing activities

Cash flows from financing activities

Net cash flows used

in investing activities

Cash flows from financing

Proceeds – issue of common stock –

Committed Equity Facility

Proceeds – exercise of stock options

Proceeds – Due To:

Proceeds – issue common stock –

Employee Stock Purchase Plan

Proceeds – Due

- working capital cash advances

Net cash flows provided by financing activities

Net cash flows provided

by financing activities

Net increase (decrease) in cash

47 unchanged sentences

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.

to commercial diagnostic 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.

Additionally, the Company

is developing expanded clinical evidence to support recommendation of our products in professional society guidelines and insurance reimbursement

adoption by government and private insurers.

Further, the Company is also pursuing development of other products and services, including

EsoCure™, an esophageal ablation device.

The ability of the Company to generate revenue depends upon the Company’s ability

to successfully advance the commercialization of EsoGuard, while also completing the clinical studies, its product and service development,

and the necessary regulatory approval thereof.

There are no assurances, however, the Company will be able to obtain an adequate level

of financial resources required for the long-term commercialization and development of its products and services.

1 — Summary Description of the Company - continued

to its initial public offering (“IPO”) of its common stock, the operations of the Company were funded by PAVmed Inc.,

inclusive of providing working capital cash advances and the payment of certain operating expenses on-behalf-of the Company.

Additionally,

certain operations of Lucid Diagnostics Inc.

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

and establishing

“Lucid Diagnostics Test Centers” for the collection of cell samples using EsoCheck.

Recently, the American Gastroenterological

Association (“AGA”) and the American College of Gastroenterology (“ACG”) updated its clinical practice guidelines

to now support Lucid’s EsoCheck Cell Collection Device and EsoGuard Esophageal DNA Test as an acceptable alternative to endoscopy.Both

guidelines expand the addressable market opportunity for these products to now affirmatively include screening women.

The AGA updated

guideline further expands the target population for the first time to include asymptomatic patients who otherwise present with the certain

risk factors.

Additionally, the Company is developing expanded clinical evidence to support insurance reimbursement adoption by government

and private insurers.

Further, the Company is also pursuing development of other products and services, including EsoCure™, an

esophageal ablation device.

The ability of the Company to generate revenue depends upon the Company’s ability to successfully advance

the commercialization of EsoGuard, while also completing its clinical studies to accelerate the adoption of insurance reimbursement.

There are no assurances, however, the Company will be able to obtain an adequate level of financial resources required for the long-term

commercialization and development of its products and services.

to its initial public offering (“IPO”) of its common stock, the operations of the Company were funded by PAVmed Inc., inclusive

of providing working capital cash advances and the payment of certain operating expenses on-behalf-of the Company.

Additionally, certain

operations of Lucid Diagnostics Inc.

continue to be managed by personnel of PAVmed Inc., for which Lucid Diagnostics Inc.

expense according to the provisions of a Management Services Agreement between Lucid Diagnostics Inc.

incurs expense

according to the provisions of a Management Services Agreement between Lucid Diagnostics Inc.

and PAVmed Inc.

4 unchanged sentences

by Lucid Diagnostics Inc.

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 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 committed equity sources of financing, the Company expects to be able to fund its operations and meet its financial

obligations as they become due for the one year period 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 June 30, 2022.

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 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

committed equity sources of financing, the Company expects to be able to fund its operations and meet its financial obligations as they

become due for the one year period 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 September 30, 2022.

2 — Summary of Significant Accounting Policies

14 unchanged sentences

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

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

GAAP have been condensed or omitted.

The balance sheet as of December 31, 2021 has been derived from audited consolidated financial statements at such date.

The accompanying

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

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

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

consolidated results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the consolidated

results to be expected for the year ending December 31, 2022 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 Lucid Diagnostics Inc.

and Subsidiaries audited consolidated financial statements and related notes thereto as

of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K as filed with the SEC on April

amounts in the accompanying unaudited condensed 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.

Reclassifications

Certain prior-year amounts

have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating

expenses on the statements of operations, in the unaudited condensed consolidated financial statements and accompanying notes to the

unaudited condensed consolidated financial statements.

The impact of the reclassifications made to prior year amounts is not

material and did not affect net loss.

preparing the unaudited condensed consolidated financial statements in conformity with U.S.

4 unchanged sentences

equity awards and intangible assets.

Other significant estimates include the estimated incremental borrowing rate, the provision

or benefit for income taxes and the corresponding valuation allowance on deferred tax assets.

Additionally, management’s assessment

of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows

and outflows.

Other significant estimates include the estimated incremental borrowing rate, the provision or benefit

for income taxes and the corresponding valuation allowance on deferred tax assets.

Additionally, management’s assessment of the

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

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

The Company bases its estimates on historical

experience and on various other assumptions believed to be reasonable.

Due to inherent uncertainty involved in making estimates, actual

results reported in future periods may be affected by changes in these estimates.

2 — Summary of Significant Accounting Policies - continued

Accounting Policies - Continued

Company adopted FASB ASC Topic 842, Leases , (“ASC 842”) effective December 31, 2021, with such adoption not having

an effect on the Company’s consolidated financial statements.

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.

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

significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC

9 unchanged sentences

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

Note 2 — Summary

of Significant Accounting Policies - continued

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

25 unchanged sentences

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

are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects

to collect in exchange for those services.

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

its EsoGuard Esophageal DNA tests.

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

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

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

To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue

from Contracts with Customers, the Company performs the following five steps:

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

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

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

key aspects considered by the Company include the following:

Contracts —The

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

The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an

order is received from a provider and a patient specimen has been returned to the laboratory for testing.

Payment terms are a function

of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid

Services (“CMS”) and applicable reimbursement contracts established between the Company and payers.

However, when a patient

is considered self-pay, the Company requires payment from the patient prior to the commencement of the Company’s performance obligations.

The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company

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

obligations —A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods

or services) to the customer.

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

services, which culminates in the release of a patient’s test result to the ordering healthcare provider.

The Company elects the

practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing

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

price —The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring

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

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

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

in exchange for the promised goods or services.

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

portion of such consideration.

In other words, the Company recognizes revenue up to the amount of variable consideration that is not

subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional

payments or refunds is subsequently resolved.

2 — Summary of Significant Accounting Policies - continued

the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates

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

As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant

reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently

Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated

expected variable consideration, with the change in estimate recognized in the period of such revised estimate.

With respect to a contracted

service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with

realization of such fixed consideration deemed probable based upon actual historical experience

transaction price —The transaction price is allocated entirely to the performance obligation contained within the contract with

a customer on the basis of the relative standalone selling prices of each distinct good or service.

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

inception, the Company expects the collection cycle to be one year or less.

3 — Revenue from Contracts with Customers

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 June 30,

2022, the Company recognized revenue under the EsoGuard Commercialization Agreement, dated August 1, 2021, as discussed below.

Commercialization Agreement

Company entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its CLIA certified commercial laboratory service

Company entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its former commercial laboratory service

provider, ResearchDx Inc.

4 unchanged sentences

in Note 6, Asset Purchase Agreement and Management Services Agreement .

the six months ended June 30, 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 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 personnel 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

and royalty fees incurred under the Amended CWRU License Agreement.

the three months and nine months ended September 30, 2022, the Company recognized total revenue of $ 76 and $ 265 , respectively.

three month period ended September 30, 2022, the Company recognized revenue 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 as the Company did not estimate expected variable consideration given the lack

of historical experience and objective reliable actual reimbursement data.

In addition to the revenue recognized during the three month

period ended September 30, 2022, the Company’s revenue for the nine month period ended September 30, 2022 includes $ 189 of revenue

recognized under the EsoGuard Commercialization Agreement, which represented 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.

In the three and nine months ended September 30, 2021, the Company recognized

total revenue of $ 200 and $ 200 , respectively, under the EsoGuard Commercialization Agreement.

cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated

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

the three months ended September 30, 2022, the cost of revenue was $ 1,626 and was primarily related to costs for our laboratory operations

and EsoCheck device supplies.

For the nine months ended September 30, 2022, the cost of revenue was $ 1,996 , including $ 369 reflecting

costs attributable to delivering the services under the EsoGuard Commercialization Agreement for the period January 1, 2022 to February

In the three and nine months ended September 30, 2021, the cost of revenue was $ 144 and $ 144 , respectively, which

solely related to the EsoGuard Commercialization Agreement.

4 — Related Party Transactions

Western Reserve University and Physician Inventors - CWRU License Agreement

Western Reserve University (“CWRU”) and each of the three physician inventors of the intellectual property licensed

under the Amended CWRU License Agreement (“Physician Inventors”) each hold a minority equity ownership interest in Lucid

Diagnostics Inc.

The expenses incurred with respect to the Amended 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:

Western Reserve University and Physician Inventors - Amended CWRU License Agreement

Western Reserve University (“CWRU”) and each of the three physician inventors (“Physician Inventors”) of the

intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the “Amended

CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc.

The expenses incurred with respect

to the Amended 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:

of Incurred Expenses of Minority Shareholders

Three Months Ended

Six Months Ended

Cost of Revenue

CWRU – Royalty Fee

Cost of Revenue

General and Administrative Expense

Stock-based compensation expense – Physician Inventors’ restricted stock awards

General and administrative Expense

Research and Development Expense

CWRU License Agreement - reimbursement of patent legal fees

Fees - Physician Inventors’ consulting agreements

General and Administrative

CWRU – License Agreement

- Amendment Fee - Milestone III

Stock-based compensation

expense – Physician Inventors’ restricted stock awards

Research and Development

CWRU License Agreement

- reimbursement of patent legal fees

Fees - Physician Inventors’

consulting agreements

Sponsored research agreement

Stock-based compensation expense – Physician Inventors’ stock options

Research and development Expense

Total Related Party Expenses

Note 4 — Related Party Transactions - continued

compensation expense – Physician Inventors’ stock options

Total Related Party

- Management Services Agreement

Company’s daily operations of are managed by personnel employed by PAVmed Inc., for which Lucid Diagnostics Inc.

service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement

(“MSA”) with PAVmed Inc.

incurs a service

fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with

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 monthly basis and is subject-to periodic adjustment corresponding with changes in

the services provided by PAVmed Inc.

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

boards of directors of each of Lucid Diagnostics Inc.

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

personnel to the Company, with any such change in the MSA Fee being subject to approval of the boards of directors of each of Lucid

Diagnostics Inc.

and PAVmed Inc.

In this regard, subsequent to June 30, 2022, on August 11,

2022, the respective Company’s boards of directors 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 common stock of the Company, 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

On August 11, 2022, the respective Company’s boards of directors 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 that commenced

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 common stock of the Company, 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

common stock the Company (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.

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

be entitled to receive under the MSA, as amended, more than 7,709,836 shares of common stock the Company (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.

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

of MSA Fee Expense Classification in Unaudited Condensed Statement of Operations

Three Months Ended

Six Months Ended

Cost of Revenues

2 unchanged sentences

Research & Development

Total MSA Fee

4 — Related Party Transactions - continued

classification of the MSA Fee as presented above is based on the PAVmed Inc.

15 unchanged sentences

recognized general and administrative expense

of $ 8 and $ 14 in the three and six months ended June 30, 2021 in connection with the consulting agreement.

of $ 8 and $ 21 in the three and nine months ended September 30, 2021 in connection with the consulting agreement.

5 — Due To PAVmed Inc .

2 unchanged sentences

of Senior Unsecured Promissory Note

CapNostics, LLC Transfer

Related Costs

Employee-Related

Balance - December 31, 2021

2 unchanged sentences

CapNostics, LLC transfer

Cash payments to PAVmed Inc.

Balance - June 30, 2022

October 5, 2021, PAVmed Subsidiary Corp, a wholly-owned subsidiary of PAVmed Inc., acquired 100 % of

the outstanding membership interest of CapNostics, LLC (“CapNostics”), an unrelated third-party, for total (gross)

purchase consideration of approximately $ 2.1 million

in cash, paid at the closing of the transaction.

Cash payments to PAVmed

Balance - September 30, 2022

October 5, 2021, PAVmed Subsidiary Corp, a wholly-owned subsidiary of PAVmed Inc., acquired 100 % of the outstanding membership interest

of CapNostics, LLC (“CapNostics”), an unrelated third-party, for total (gross) purchase consideration of approximately $ 2.1

million in cash, paid at the closing of the transaction.

Subsequently, effective April 1, 2022, PAVmed Subsidiary Corp and the Company

entered into an agreement pursuant to which PAVmed Subsidiary Corp assigned to Lucid Diagnostics Inc.

the membership interest in CapNostics, LLC, resulting in the recognition by the Company principally of an acquired defensive

technology intangible asset, and a $ 2.1 million

payment obligation Due To:

Additionally,

Lucid Diagnostics Inc.

was also assigned on a prospective basis effective April 1, 2022, the consulting agreement with the previous

principal owner of CapNostics, LLC.

100 % of the membership interest

in CapNostics, LLC, resulting in the recognition by the Company principally of an acquired defensive technology intangible asset, and

a $ 2.1 million payment obligation Due To:

Additionally, Lucid Diagnostics Inc.

was also assigned on a prospective basis effective April 1, 2022, the

consulting agreement with the previous principal owner of CapNostics, LLC.

The transfer was accounted for as entities under common control.

See Note 9 - Intangibles

Assets, with respect to the transferred intangible asset.

EsoCure License Agreement with PAVmed Inc.

See Note 9 - Intangible Assets, net, with respect to the transferred intangible asset.

License Agreement with PAVmed Inc.

has been in development as an esophageal ablation device by PAVmed Inc., 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

In April 2022, following the approval from both the Company’s and PAVmed Inc.’s boards of directors, the

companies entered into an intercompany license agreement (“EsoCure License Agreement”), pursuant to which the Company

was granted the rights to commercialize EsoCure, a technology under development intended for the treatment of dysplastic

Barrett’s Esophagus.

The EsoCure License Agreement, includes a royalty arrangement whereby the Company will pay PAVmed Inc.

royalty on all EsoCure sales up to $ 100 million

per calendar year, and an 8.0 %

royalty on annual sales in excess of $ 100

million per calendar year.

The Company is obligated to reimburse PAVmed Inc.

for any ongoing development costs and cumulative patent

expenses associated with the licensed technology.

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 Company’s and PAVmed Inc.’s boards of directors, the companies entered

into an intercompany license agreement (“EsoCure License Agreement”), pursuant to which the Company was granted the rights

to commercialize EsoCure, a technology under development intended for the treatment of dysplastic Barrett’s Esophagus.

License Agreement, includes a royalty arrangement whereby the Company will pay PAVmed Inc.

a 5 % royalty on all EsoCure sales up to $ 100

million per calendar year, and an 8.0 % royalty on annual sales in excess of $ 100 million per calendar year.

The Company is obligated

to reimburse PAVmed Inc.

for any ongoing development costs and cumulative patent expenses associated with the licensed technology.

6 — Asset Purchase Agreement and Management Services Agreement

Purchase Agreement - ResearchDx Inc.

its wholly-owned subsidiary, LucidDx Labs Inc., the Company entered into an asset purchase agreement (“APA”) dated

February 25, 2022, with ResearchDx, Inc.

its wholly-owned subsidiary, LucidDx Labs Inc., the Company entered into an asset purchase agreement (“APA”) dated February

25, 2022, with ResearchDx, Inc.

(“RDx”), an unrelated third-party - “APA-RDx”.

Under the APA-RDx,

LucidDx Labs Inc.

Under the APA-RDx, LucidDx Labs

acquired certain assets from RDx which were 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

Prior to February 25, 2022, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited clinical

total purchase price consideration payable under the APA-RDx is a face value of $ 3,200 comprised

of three contractually specified periodic payments.

The APA-RDx is being accounted for as an asset acquisition, with the recognition

of an intangible asset of approximately $ 3,200 , which is included in “Intangible assets, net” on the accompanying

unaudited condensed consolidated balance sheet, as further discussed in Note 9, Intangible Assets, net .

In the three and six

months ended June 30, 2022, a total of $ 2,200

of cash was paid with respect to the periodic payments.

Subsequent to June 30, 2022, in July 2022, $ 1,000

of cash was paid with respect to the remaining unpai d

balance of the periodic payments.

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 February 25, 2022,

RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited clinical laboratory.

total purchase price consideration payable under the APA-RDx is a face value of $ 3,200 comprised of three contractually specified periodic

The APA-RDx is being accounted for as an asset acquisition, with the recognition of an intangible asset of approximately $ 3,200 ,

which is included in “Intangible assets, net” on the accompanying unaudited condensed consolidated balance sheet, as further

discussed in Note 9, Intangible Assets, net.

In the three and nine months ended September 30, 2022, a total of $ 1,000 and $ 3,200 ,

respectively, of cash was paid with respect to the periodic payments.

Additionally,

the APA-RDx requires the Company to pay a total of $ 3,000 to be paid as twelve (12) equal installment payments commencing May 25, 2022

and then on each three month anniversary thereof, inclusive of a final installment payment on February 25, 2025, with such installment payments recognized as current period expense as incurred.

In the three and six

months ended June 30, 2022, as provided for in the APA-RDx, an installment payment was settled by the issue of 117,371 shares of common

stock of Lucid Diagnostics Inc., with such shares having a fair value of $ 239 (with the fair value measured as the quoted closing price

on the date the shares were issued), which was recognized as a current period expense included in general and administrative expenses

in the accompanying unaudited condensed consolidated statement of operations.

and then on each three month anniversary thereof, inclusive of a final installment payment on February 25, 2025, with such installment

payments recognized as current period expense as incurred.

In the three and nine months ended September 30, 2022, as provided for in

the APA-RDx, installment payments were settled with the issuances of 82,618 and 199,989 shares of common stock of Lucid Diagnostics Inc.,

with such shares having fair values of $ 188 and $ 427 , respectively, (with the fair value measured as the quoted closing price on the

dates the shares were issued), which was recognized as a current period expense included in general and administrative expenses in the

accompanying unaudited condensed consolidated statement of operations.

APA-RDx provides for each of an acceleration and a cancellation of the remaining unpaid installment payments, summarized as follows:

payment of the remaining unpaid installment payments will be accelerated as immediately due and payable as of the date the “MSA-RDx”

(as such agreement is discussed below) is either terminated by LucidDx Labs Inc.

or if it is terminated by mutual agreement between the Company

The payment of the remaining unpaid installment payments will be cancelled if the MSA-RDx is

payment of the remaining unpaid installment payments will be accelerated as immediately due

and payable as of the date the “MSA-RDx” (as such agreement is discussed below)

is either terminated by LucidDx Labs Inc.

without cause or if it is terminated by mutual

agreement between the Company and RDx.

payment of the remaining unpaid installment payments will be cancelled if the MSA-RDx is

terminated by LucidDx Labs Inc.

for cause, defined as the occurrence of any one of:

(i) a material breach by RDx which is not cured

within thirty days of LucidDx Labs Inc.

written notice;

material breach by RDx which is not cured within thirty days of LucidDx Labs Inc.

(ii) RDx becomes insolvent and /or bankrupt;

RDx fails to comply with applicable statutes, is barred from participating in federal health care programs, or by

action of changes in law or regulation, or by action of judicial interpretation of law, or by judicial civil proceedings

or (ii) RDx fails to comply with applicable

statutes, is barred from participating in federal health care programs, or by action of changes

in law or regulation, or by action of judicial interpretation of law, or by judicial civil

proceedings decisions.

Services Agreement - Research Dx Inc

and RDx entered into a separate management services agreement (“MSA-RDx”), dated and effective February 25, 2022,

with such agreement having a term of three

years commencing on the agreement’s effective

date, and an initial fee of $ 150

The MSA-RDx provides for the cancellation

of the remaining unpaid installment payments upon termination of the MSA-RDx for any reason or no reason by either party thereto.

with such agreement having a term of three years commencing on the agreement’s effective date, and an initial fee of $ 150 per quarter.

The MSA-RDx provides for the cancellation of the remaining unpaid installment payments upon termination of the MSA-RDx for any reason

or no reason by either party thereto.

7 — Prepaid Expenses, Deposits, and Other Current Assets

1 unchanged sentence

of Prepaid Expenses and Other Current Assets

June 30, 2022

December 31, 2021

Advanced payments to service providers and suppliers

Advanced payments to service providers

and suppliers

Prepaid insurance

1 unchanged sentence

EsoGuard mailer supplies

Total prepaid expenses, deposits and other current assets

the six months ended June 30, 2022, the Company entered into additional lease agreements that have commenced and are classified

Total prepaid expenses,

deposits and other current assets

the nine months ended September 30, 2022, the Company entered into additional lease agreements that have commenced and are classified

as operating leases and short-term leases, including for each of:

a commercial clinical laboratory and additional Lucid Test Centers.

Company’s future lease payments as of June 30, 2022, which are presented as operating lease liabilities, current portion and

Company’s future lease payments as of September 30, 2022, 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:

3 unchanged sentences

imputed interest

Present value of lease liabilities

Present value of lease

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

Of Cash Flow Supplemental Information

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

Months Ended September 30,

Cash paid for amounts included in the measurement

of lease liabilities

Operating cash

flows from operating leases

Non-cash investing and financing activities

Right-of-use assets obtained in exchange for new operating lease liabilities

Weighted-average remaining lease term - operating leases (in years)

Weighted-average discount rate - operating leases

of June 30, 2022, the Company’s right-of-use assets from operating leases are $ 2,080 , which are reporting in right-of-use assets

- operating leases in the unaudited condensed consolidated balance sheets.

As of June 30, 2022, the Company has outstanding operating

lease obligations of $ 2,080 , of which $ 798 is reported in operating lease liabilities, current portion and $ 1,282 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.

9 — Intangibles Assets, net

Right-of-use assets obtained

in exchange for new operating lease liabilities

Weighted-average remaining lease term - operating

leases (in years)

Weighted-average discount rate - operating

of September 30, 2022, the Company’s right-of-use assets from operating leases are $ 2,002 , which are reporting in right-of-use

assets - operating leases in the unaudited condensed consolidated balance sheets.

As of September 30, 2022, the Company has outstanding

operating lease obligations of $ 2,003 , of which $ 860 is reported in operating lease liabilities, current portion and $ 1,143 is reporting

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

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.

9 — Intangible Assets, net

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

of Intangible Assets Accumulated Amortization

Estimated Useful Life

June 30, 2022

Defensive technology

Laboratory licenses and certifications and laboratory information management

software (“LIMSDx”)

Laboratory licenses

and certifications and laboratory information management software

Total Intangible assets

1 unchanged sentence

Intangible Assets, net

defensive technology intangible asset of $ 2.1

million (and approximately $ 0.2

million of accumulated amortization) was recognized by the Company as of the April 1, 2022 effective date of the intercompany

transfer of CapNostics, LLC to the Company from PAVmed Subsidiary Corp (a wholly-owned subsidiary of PAVmed Inc.).

The transfer was

accounted for as entities under common control.

The defensive technology intangible asset was recognized by PAVmed Subsidiary Corp

upon its acquisition of CapNostics, LLC, an unrelated third-party, for total purchase consideration paid on the October 5, 2021

acquisition date of approximately $ 2.1

million in cash.

The CapNostics LLC transaction was accounted for as an asset acquisition, resulting in the recognition of the

defensive technology intangible asset.

The defensive technology intangible asset is being amortized on a straight-line basis over an

expected useful life 60

months commencing on the acquisition date.

See Note 5, Due To:

, with respect to the transfer of the

corresponding $ 2.1

million payment obligation Due To:

defensive technology intangible asset of $ 2.1 million (and approximately $ 0.2 million of accumulated amortization) was recognized by

the Company as of the April 1, 2022 effective date of the intercompany transfer of CapNostics, LLC to the Company from PAVmed Subsidiary

Corp (a wholly-owned subsidiary of PAVmed Inc.).

The transfer was accounted for as entities under common control.

The defensive technology

intangible asset was recognized by PAVmed Subsidiary Corp upon its acquisition of CapNostics, LLC, an unrelated third-party, for total

purchase consideration paid on the October 5, 2021 acquisition date of approximately $ 2.1 million in cash.

The CapNostics LLC transaction

was accounted for as an asset acquisition, resulting in the recognition of the defensive technology intangible asset.

The defensive technology

intangible asset is being amortized on a straight-line basis over an expected useful life 60 months commencing on the acquisition date.

See Note 5, Due To PAVmed Inc.

, with respect to the transfer of the corresponding $ 2.1 million payment obligation Due To:

noted in Note 6, Asset Purchase Agreement and Management Services Agreement , the asset purchase agreement between the Company

4 unchanged sentences

licenses for five (5) U.S.

States transfer to the Company from RDx), and a laboratory information management software (“LIMSDx”)

perpetual-use royalty-free license granted under the APA-RDx, with such intangible asset having a useful life of twenty-four months commencing

on the APA-RDx February 25, 2022 transaction date.

expense of the intangible assets discussed above was $ 639 and $ 0 for the three and six month periods ended June 30, 2022 and 2021,

respectively, and is included in general and administrative expenses in the accompanying unaudited condensed consolidated statements

of operations.

As of June 30, 2022, the estimated future

States transfer to the Company from RDx), and a laboratory information management software perpetual-use royalty-free

license granted under the APA-RDx, with such intangible asset having a useful life of twenty-four months commencing on the APA-RDx February

25, 2022 transaction date.

expense of the intangible assets discussed above was $ 505 and $ 0 for the three month periods ended September 30, 2022 and 2021, respectively,

and $ 1,144 and $ 0 for the nine month periods ended September 30, 2022 and 2021, respectively, and is included in general and administrative

expenses in the accompanying unaudited condensed consolidated statements of operations.

As of September 30, 2022, the estimated future

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

22 unchanged sentences

are reserved for issuance under the Lucid Diagnostics Inc.

Plan, with 3,932,802 shares available for grant as of June 30, 2022.

The share reservation is not diminished by a total of 423,300 stock

options and 50,000 restricted stock awards granted outside the Lucid Diagnostics Inc.

2018 Equity Plan, as of June 30, 2022.

Plan, with 3,754,051 shares available for grant as of September 30, 2022.

The share reservation is not diminished by a total of 423,300

stock options and 50,000 restricted stock awards granted outside the Lucid Diagnostics Inc.

2018 Equity Plan, as of September 30, 2022.

10 — Stock-Based Compensation - continued

Diagnostics Inc.

5 unchanged sentences

of Stock Options Issued and Outstanding Activities

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

of Stock Options

Average Exercise Price

Contractual Term (Years)

Outstanding stock options at December

Outstanding stock options at June 30, 2022 (2)

Vested and exercisable stock options at June 30, 2022

Stock options granted under the

Lucid Diagnostics Inc.

2018 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the

vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.

The outstanding stock options presented in the table

above, are inclusive of 423,300 stock options granted outside the Lucid Diagnostics Inc.

2018 Equity Plan.

as of June 30, 2022 and

December 31, 2021.

stock options at September 30, 2022 (3)

Vested and exercisable

stock options at September 30, 2022

options granted under the Lucid Diagnostics Inc.

2018 Equity Plan and those granted outside such plan generally vest ratably over

twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.

intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics Inc.

common stock on each of September

30, 2022 and December 31, 2021 and the exercise price of the underlying Lucid Diagnostics Inc.

stock options, to the extent such

quoted price is greater than the exercise price.

outstanding stock options presented in the table above, are inclusive of 423,300 stock options granted outside the Lucid Diagnostics

2018 Equity Plan, as of September 30, 2022 and December 31, 2021.

Note 4, Related Party Transactions , for a summary of the stock-based compensation expense recognized with respect to the stock

1 unchanged sentence

2018 Equity Plan to the Physician Inventors.

10 — Stock-Based Compensation - continued

Diagnostics Inc.

5 unchanged sentences

of Restricted Stock Award Activity

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

of Restricted

Average Grant

Unvested restricted stock awards as of December 31,

Unvested restricted stock awards as of June 30, 2022 (1)

restricted stock awards presented in the table above, are inclusive of 50,000 restricted stock awards granted outside the Lucid Diagnostics

2018 Equity Plan.

as of June 30, 2022 and December 31, 2021.

Unvested restricted stock

awards as of September 30, 2022 (1)

unvested restricted stock awards presented in the table above, are inclusive of 50,000 restricted stock awards granted outside the

Lucid Diagnostics Inc.

2018 Equity Plan as of September 30, 2022 and December 31, 2021.

January 7, 2022, 320,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted

10 unchanged sentences

2018 Equity Plan (as such equity plan is discussed above).

10 — Stock-Based Compensation - continued

Compensation Expense

3 unchanged sentences

of Stock-Based Compensation Expense

Months Ended June 30,

Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses

Lucid Diagnostics Inc 2018 Equity Plan - general and administrative expense

Lucid Diagnostics Inc 2018 Equity Plan - research and development expenses

PAVmed Inc 2014 Equity Plan - sales and marketing expenses

PAVmed Inc 2014 Equity Plan - general and administrative expenses

PAVmed Inc 2014 Equity Plan - research and development expenses

Total stock-based compensation expense

Lucid Diagnostics Inc 2018 Equity

Plan – cost of revenue

Lucid Diagnostics Inc 2018 Equity Plan –

sales and marketing expenses

Lucid Diagnostics Inc 2018 Equity Plan - general

and administrative expenses

Lucid Diagnostics Inc 2018 Equity Plan - research

and development expenses

PAVmed Inc 2014 Equity Plan - sales and marketing

PAVmed Inc 2014 Equity Plan - general and administrative

PAVmed Inc 2014 Equity

Plan - research and development expenses

Total stock-based compensation

stock-based compensation expense, as presented above, is inclusive of:

4 unchanged sentences

2014 Equity Plan to the Physician Inventors.

10 — Stock-Based Compensation - continued

of June 30, 2022, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect

of September 30, 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.

2 unchanged sentences

of Unrecognized Compensation Expense and Weighted Average Remaining Service Period

Unrecognized Expense

Weighted Average Remaining Service

Period (Years)

Lucid Diagnostics Inc.

7 unchanged sentences

2018 Equity Plan was based on

a weighted average estimated fair value of such stock options of $1.48 per share during the period ended June 30, 2022.

a weighted average estimated fair value of such stock options of $ 1.61 per share during the period ended September 30, 2022.

The stock-based

1 unchanged sentence

Schedule of Stock-based Compensation Valuation Assumptions

Six Months Ended

Expected term of stock options (in years)

Expected term of stock options

Expected stock price volatility

1 unchanged sentence

Expected dividend yield

10 — Stock-Based Compensation - continued

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

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.

was April 1, 2022 to September 30, 2022.

A total of 84,030 shares of common stock of Lucid Diagnostics Inc were purchased for proceeds

of approximately $ 109 on September 30, 2022 under the Lucid Diagnostics Inc.

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 June 30, 2022.

ESPP has a total reservation

of 500,000 shares of common stock of which 415,970 shares are available-for-issue as of September 30, 2022.

11 — Stockholders’ Equity

Diagnostics Inc.

of June 30, 2022 and December 31, 2021, there were 35,994,667 and 34,917,907 shares of common stock issued and outstanding, respectively.

As of June 30, 2022, PAVmed Inc.

of September 30, 2022 and December 31, 2021 there were 37,016,225 and 34,917,907 shares of common stock issued and outstanding, respectively.

As of September 30, 2022, PAVmed Inc.

holds 27,927,190 shares, representing a majority-interest equity ownership and PAVmed Inc.

has a controlling

financial interest in Lucid Diagnostics Inc.

a controlling financial interest in Lucid Diagnostics Inc.

Equity Facility - March 28, 2022

1 unchanged sentence

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.

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.

As of June 30, 2022, there were no shares of common stock issued under the committed equity facility.

to June 30, 2022, as of August 10, 2022, under the committed equity facility, a total of 308,152

shares of common stock of the Company were issued

for proceeds of approximately $ 927 .

connection with the execution of the agreement for the committed equity facility, the Company paid 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

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.

Under the terms of the committed equity facility, Cantor has committed to purchase up to $ 50 million of Lucid Diagnostics Inc.

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.

As of September 30, 2022, under the committed equity facility, a total of 680,263 shares of

common stock of the Company were issued for proceeds of approximately $ 1,807 .

connection with the execution of the agreement for the committed equity facility, the Company paid 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

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.

12 — Net Loss Per Share

1 unchanged sentence

of Basic and Fully Diluted Net Loss Per Share

Three Months Ended

Six Months Ended

Weighted average common shares outstanding, basic and diluted

Loss per share

Net loss per share - basic and diluted

weighted-average number of shares of common stock outstanding for the periods ended June 30, 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:

Weighted average common

shares outstanding, basic and diluted

Net loss per share

loss per share - basic and diluted

weighted-average number of shares of common stock outstanding for the periods ended September 30, 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:

of Anti-dilutive Securities Excluded from Computation of Diluted Earnings Per Share

Stock options

Unvested restricted stock awards

Unvested restricted

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