What changed in this filing

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Item 1. Financial Statements

2023-05-15 compared with 2022-11-14 · 589 added, 595 removed, 233 unchanged (84% of the section changed)

4 unchanged sentences

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

March 31, 2023

December 31, 2022

Current assets:

Accounts receivable

expenses, deposits, and other current assets

Prepaid expenses, deposits, and other current assets

Total current assets

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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

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Senior Secured Convertible Note - at fair value

- MSA Fee and operating expenses

current liabilities

lease liabilities, less current portion

Total current liabilities

Operating lease liabilities, less current portion

Total liabilities

Commitments and contingencies

Stockholders’ Equity:

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

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

Series A Convertible Preferred Stock, issued and outstanding 13,625 at March 31, 2023 and no shares issued and outstanding at December 31, 2022

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

41,753,603 and 40,518,792 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

Stockholders’ Equity

Total Liabilities and

Stockholders’ Equity

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

accompanying notes to the unaudited condensed consolidated financial statements.

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

Three Months Ended March 31,

Operating expenses:

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Amortization of acquired intangible assets

and development

operating expenses

Net loss from operations

Research and development

Total operating expenses

Operating loss

Other income (expense):

expense - Senior Unsecured Promissory Note

income (expense), net

Interest income

Interest expense

Change in fair value - Senior Secured Convertible Note

Loss on issue and offering costs - Senior Secured Convertible Note

Other income (expense), net

Loss before provision for income tax

Provision for income

Net loss per share -

basic and diluted

Weighted average common

shares outstanding, basic and diluted

Provision for income taxes

Net loss per share - basic and diluted

Weighted average common shares outstanding, basic and diluted

accompanying notes to the unaudited condensed consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND NINE MONTHS ENDED September 30, 2022

the THREE MONTHS ENDED March 31, 2023 and 2022

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

Balance as of June 30, 2022

Exercise - stock options - Lucid Diagnostics

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics

Stock-based compensation - PAVmed Inc.

Vest - restricted stock awards

APA-RDx - Installment Payment

Issuance - Committed Equity Facility, net of

deferred financing charges

Purchase - Employee Stock Purchase Plan

Balance as of September 30, 2022

Preferred Stock

Balance as of December 31, 2022

Exercise - stock options - Lucid Diagnostics

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

Vest - restricted stock awards

CapNostics, LLC transfer

APA-RDx - Installment Payment

Issuance - Committed Equity Facility, net of

deferred financing charges

APA-RDx - Termination payment

Issuance - At-The-Market 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.

DIAGNOSTICS INC.

majority-owned subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND NINE MONTHS ENDED September 30, 2021

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

Balance as of June 30, 2021

Stock-based compensation - Lucid Diagnostics

Stock-based compensation - PAVmed Inc.

Balance as of September 30, 2021

Issuance - Series A Preferred Stock

Balance as of March 31, 2023

$ ( 114,322 )

Balance as of December 31, 2021 -

Stock-based compensation - Lucid Diagnostics

Beginning balance, value -

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan -

Stock-based compensation - PAVmed Inc.

Balance as of September 30, 2021

2014 Equity Plan

Balance as of March 31, 2022 -

Ending balance, value -

accompanying notes to the unaudited condensed consolidated financial statements.

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

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:

Three Months Ended March 31,

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.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

Change in fair value - Senior Secured Convertible Note

Loss on issue and offering costs - Senior Secured Convertible Note

Issue common stock - settle termination 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

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

Accrued expenses and other current liabilities

- operating expenses, employee related costs, MSA Fee

Net cash flows used in operating activities

Cash flows from investing activities

Purchase of equipment

Payments - Acquisition

Net cash flows used

in investing activities

Cash flows from financing

Proceeds – issue of common stock –

Committed Equity Facility

Net cash flows used in investing activities

Cash flows from financing activities

Proceeds – issue of preferred stock

Proceeds – issue of Senior Convertible Note, net of offering cost

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

Proceeds – exercise of stock options

Proceeds – issue common stock –

Employee Stock Purchase Plan

Proceeds – Due

- working capital cash advances

Net cash flows provided

by financing activities

Proceeds – issue common stock – Employee Stock Purchase Plan

Net cash flows provided by financing activities

Net increase (decrease) in cash

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majority-owned subsidiary of PAVmed Inc.)

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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Diagnostics Inc.

and Subsidiaries, referred to herein as “Lucid Diagnostics” or the “Company” is comprised of

Lucid Diagnostics Inc.

and its wholly-owned subsidiaries, inclusive of LucidDx Labs, Inc.

and CapNostics LLC.

Lucid Diagnostics Inc.

is a majority-owned subsidiary of PAVmed Inc., as discussed below.

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 variously as chronic heartburn, acid reflux or simply reflux

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

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.

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”.

Company’s consolidated financial statements for the year ended December 31, 2021, Note 3, Patent License Agreement - Case Western

Reserve University , as included 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, for a further discussion of the Amended CWRU License Agreement.

February 25, 2022, LucidDx Labs, Inc.

entered into an asset purchase agreement (“APA”) with ResearchDx, Inc.

an unrelated third-party - “APA-RDx”.

Under the APA-RDx, 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 Commercial Lab Improvements Act (“CLIA”)

certified, College of American Pathologists (“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 6, Asset

Purchase Agreement and Management Services Agreement , for a further discussion of the APA-RDx.

its inception, the Company has advanced the proprietary technologies underlying EsoGuard and EsoCheck from the academic research laboratory

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 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.

incurs expense

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

and PAVmed Inc.

See Note 4, Related

Party Transactions , for information with respect to the Management Services Agreement;

(“Lucid”, “Lucid Diagnostics” or the “Company”) is a commercial-stage medical diagnostics

technology company focused on the millions of patients with gastroesophageal reflux disease (“GERD”), also known as chronic

heartburn, acid reflux or simply reflux, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal

adenocarcinoma (“EAC”).

Lucid is a majority-owned subsidiary of PAVmed Inc.

EsoGuard Esophageal DNA Test, performed on samples collected with the EsoCheck Esophageal Cell Collection Device, constitutes the first

and only commercially available diagnostic test capable of serving as a widespread screening tool to prevent esophageal adenocarcinoma

(“EAC”) deaths, through early detection of esophageal precancer in at-risk gastroesophageal reflux disease (“GERD,”

also commonly known as chronic heartburn, acid reflux or simply reflux) patients.

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

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

The assay was evaluated in a 408-patient multicenter

case-control study published in Science Translational Medicine and showed greater than 90% sensitivity and specificity at detecting esophageal

precancer and all conditions along the BE-EAC spectrum, including on samples collected with EsoCheck (Moinova, et al.

Sci Transl Med.

2018 Jan 17;10(424):

EsoGuard is commercially available in the U.S.

as a Laboratory Developed Test (LDT) performed at our

CLIA-certified laboratory.

Cell samples, including those collected with EsoCheck, as discussed below, are sent to our laboratory, for

testing and analyses using our proprietary EsoGuard NGS DNA assay.

is an FDA 510(k) and CE Mark cleared noninvasive swallowable balloon capsule catheter device capable of sampling surface esophageal cells

in a less than five-minute office.

It consists of a vitamin pill-sized rigid plastic capsule tethered to a thin silicone catheter from

which a soft silicone balloon with textured ridges emerges to gently swab surface esophageal cells.

When vacuum suction is applied, the

balloon and sampled cells are pulled into the capsule, protecting them from contamination and dilution by cells outside of the targeted

region during device withdrawal.

We believe this proprietary Collect+Protect™ technology makes EsoCheck the only noninvasive esophageal

cell collection device capable of such anatomically targeted and protected sampling.

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

EsoCheck have been developed to provide an accurate, non-invasive, patient-friendly screening test for the early detection of EAC and Barrett’s Esophagus (“BE”), including dysplastic BE and related pre-cursors

to EAC in patients with chronic GERD.

operations of the Company continue to be managed by personnel of PAVmed, for which the Company incurs expense according to the provisions

of a Management Services Agreement between the Company and PAVmed.

See Note 4, Related Party Transactions , for information with

respect to the Management Services Agreement;

and Note 5, Due To PAVmed Inc.

further information with respect to amounts owed to PAVmed Inc.

by Lucid Diagnostics Inc.

, for further information with respect to amounts

owed to PAVmed by the Company.

Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially

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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.

as included herein in this Quarterly Report on Form 10-Q for the period ended March 31, 2023.

2 — Summary of Significant Accounting Policies

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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.

December 31, 2022 as filed with the SEC on March 14, 2023, except as otherwise noted herein below.

of Presentation

accompanying unaudited condensed consolidated financial statements of Lucid Diagnostics Inc.

and Subsidiaries have been prepared in accordance

accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance

with accounting principles generally accepted in the United States of America (“U.S.

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All intercompany transactions and balances have been eliminated in consolidation.

Lucid Diagnostics Inc.

is a majority-owned

consolidated subsidiary of PAVmed Inc., which has a majority equity ownership interest and has financial control of Lucid Diagnostics

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

The Company is a majority-owned

consolidated subsidiary of PAVmed, which has a majority equity ownership interest and has financial control of the Company.

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

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

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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.

consolidated results of operations for the three months ended March 31, 2023 are not necessarily indicative of the consolidated results

to be expected for the year ending December 31, 2023 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

in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended

December 31, 2022 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 14, 2023.

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.

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the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

estimates in these unaudited condensed consolidated financial statements include those related to the estimated fair value of stock-based

equity awards and intangible assets.

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

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

Additionally, management’s assessment of the

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

estimates in these unaudited condensed consolidated financial statements include those related to the estimated fair value of debt obligations,

stock-based equity awards and intangible assets.

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

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

Additionally, management’s assessment

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

and outflows.

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

The Company bases its estimates on historical experience and

on various other assumptions believed to be reasonable.

Due to inherent uncertainty involved in making estimates, actual results reported

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

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

842, wherein, if the contractual arrangement:

involves the use of a distinct identified asset;

provides for the right to substantially

all the economic benefits from the use of the asset throughout the contractual period;

and, provides for the right to direct the use

of the asset.

A lease agreement is accounted for as either a finance lease (generally with respect real estate) or an operating lease

(generally with respect to equipment).

Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement

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

its contractual obligation to make lease payments.

The lease ROU asset is measured at the lease commencement date as the present value

of the future lease payments plus initial direct costs incurred.

The Company recognizes lease expense of the amortization of the lease

ROU asset for an operating lease on a straight-line basis over the lease term;

and for financing leases on a straight-line basis unless

another basis is more representative of the pattern of economic benefit.

The operating ROU asset also includes any lease incentives received

for improvements to leased property, when the improvements are lessee owned.

For improvements to leased property that are lessor owned,

the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over

the life of the lease.

lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental

borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest

method for financing leases.

leases may include options to extend or terminate the agreement.

The Company does not assume renewals in determination of the lease term

unless the renewals are deemed to be reasonably certain at lease commencement.

As well, an option to terminate is considered unless it

is reasonably certain the Company will not exercise the option.

The Company elected the practical expedient to not recognize a lease

ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in

the aggregate lease payments being recognized on a straight line basis over the lease term.

The Company’s leases with a commencement

date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December

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

The Company bases its estimates on historical

experience and on various other assumptions believed to be reasonable.

Due to inherent uncertainty involved in making estimates, actual

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

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

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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

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

legal entity.

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

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

2 — Summary of Significant Accounting Policies - continued

key aspects considered by the Company include the following:

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

will be entitled in exchange for the promised goods or services.The Company limits the amount of variable consideration included in the

transaction price to the unconstrained portion of such consideration.

In other words, the Company recognizes revenue up to the amount

of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated

with the additional payments or refunds is subsequently resolved.

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

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

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

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

additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved.

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

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

With respect to a contracted service

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

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

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

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

Instruments Fair Value Measurements

ASC Topic 820, Fair Value Measurement, (ASC 820) defines fair value as the price which would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market participants at a transaction measurement date.

The ASC 820 three-tier

fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows:

1 Valuations based on quoted prices for identical assets and

liabilities in active markets.

2 Valuations based on observable inputs other than quoted prices

included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar

assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data.

3 Valuations based on unobservable inputs reflecting the Company’s

own assumptions, consistent with reasonably available assumptions made by other market participants.

These valuations require significant

Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially

qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815).

2 — Summary of Significant Accounting Policies - continued

recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models,

including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility

in the value of the Company’s common stock price;

the Company’s dividend yield;

the likelihood and timing of future dilutive

transactions, as applicable, along with the risk-free rates based on U.S.

Treasury security yields.

Changes in these assumptions can

materially affect the estimated fair values.

of March 31, 2023 and December 31, 2022, the carrying values of cash, and accounts payable, approximate their respective fair

value due to the short-term nature of these financial instruments.

Value Option (“FVO”) Election

a Securities Purchase Agreement dated March 13, 2023, the Company issued a Senior Secured Convertible Note dated March 21, 2023, referred

to herein as the “March 2023 Senior Convertible Note”, which is accounted under the “fair value option election”

as discussed below.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative

and Hedging , (“ASC 815”), a financial instrument containing embedded features and/or options may be required to be bifurcated

from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or

liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair

value as of each reporting period balance sheet date.

Alternatively,

FASB ASC Topic 825, Financial Instruments , (“ASC 825”) provides for the “fair value option” (“FVO”)

In this regard, ASC 825-10-15-4 provides for the FVO election (to the extent not otherwise prohibited by ASC 825-10-15-5) to

be afforded to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction

issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the

estimated fair value recognized as other income (expense) in the statement of operations.

The estimated fair value adjustment of the

March 2023 Senior Convertible Note is presented in a single line item within other income (expense) in the accompanying consolidated

statement of operations (as provided for by ASC 825-10-50-30(b)).

Further, as required by ASC 825-10-45-5, to the extent a portion of

the fair value adjustment is attributed to a change in the instrument-specific credit risk, such portion would be recognized as a component

of other comprehensive income (“OCI”) (for which there was no such adjustment with respect to the March 2023 Senior Convertible

Note 10, Financial Instruments Fair Value Measurements, with respect to the FVO election;

and Note 11, Debt, for a discussion of the

March 2023 Senior Convertible Note.

Reclassifications

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.

Adopted Accounting Pronouncements

In June 2016, the

FASB issued Accounting Standards Update ("ASU") No.

2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of

Credit Losses on Financial Instruments.

The updated guidance requires companies to measure all expected credit losses for financial instruments

held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.

This replaces the

existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables.

The guidance was adopted by the Company on January 1, 2023.

The adoption of the ASU did not have an impact on the Company’s unaudited

condensed consolidated financial statements.

3 — Revenue from Contracts with Customers

Commercialization Agreement

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

provider, ResearchDx Inc.

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

ResearchDx Inc.

(“RDx”), an unrelated third-party.

The EsoGuard Commercialization Agreement was on a month-to-month

basis and was terminated on February 25, 2022 upon the execution of an asset purchase agreement (“APA”) dated February 25,

2022, between LucidDx Labs Inc., a wholly-owned subsidiary of Lucid Diagnostics Inc., and RDx, with such agreement further discussed

in Note 6, Asset Purchase Agreement and Management Services 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.

The EsoGuard Commercialization Agreement was on a month-to-month basis

and was terminated on February 25, 2022 upon the execution of an asset purchase agreement (“APA”) dated February 25, 2022,

between LucidDx Labs Inc., a wholly-owned subsidiary of the Company, and RDx, with such agreement further discussed in Note 6, Asset

Purchase Agreement and Management Services Agreement .

the three months ended March 31, 2023 and March 31, 2022, the Company recognized total revenue of $ 446 and $ 189 , respectively.

the three months ended March 31, 2023, the Company recognized revenue of $ 446 , resulting from the delivery of patient EsoGuard test

Revenue recognized from customer contracts deemed to include a variable consideration transaction price is limited to the unconstrained

portion of the variable consideration.

The Company’s revenue for the three months ended March 31, 2022 was $ 189 , which solely reflects

the 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.

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

the three months ended March 31, 2023, the cost of revenue was $ 1,338 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.

The Company’s cost of revenue for the three months ended March 31, 2022 was $ 369 , which solely reflects

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

4 — Related Party Transactions

4 unchanged sentences

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:

to the Amended CWRU License Agreement and the three Physician Inventors, as classified in the accompanying unaudited condensed consolidated

statement of operations for the periods indicated are summarized as follows:

of Incurred Expenses of Minority Shareholders

Three Months Ended March 31,

Cost of Revenue

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

CWRU – Royalty Fees

General and Administrative Expense

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

Research and Development Expense

Amended CWRU – License Agreement - reimbursement of patent legal fees

Fees - Physician Inventors’ consulting agreements

Sponsored research agreement

compensation expense – Physician Inventors’ stock options

Total Related Party

Stock-based compensation expense – Physician Inventors’ stock options

Total Related Party Expenses

4 — Related Party Transactions - continued

- Management Services Agreement

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

The MSA does not have a termination date, but may be terminated by the Lucid Diagnostics Inc.

board of directors.

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.

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.

Company’s daily operations are also managed in part by personnel employed by PAVmed, for which the Company incurs a service

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

The MSA does not have a termination date, but may be terminated by the Company’s board of directors.

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

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

Company and PAVmed.

The respective companies’ boards of directors approved a seventh amendment to the MSA to increase the MSA

per month, effective January 1, 2023, which was entered into by PAVmed and the Company on May 9, 2023.

During the three months ended March 31, 2022, MSA Fees

were $ 390 per month.

4 — Related Party Transactions - continued

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

Cost of Revenues

of MSA Fee Expense Classification in Statements of Operations

Three Months Ended March 31,

Sales & Marketing

1 unchanged sentence

Research & Development

4 — Related Party Transactions - continued

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

classification of employee salary expense.

In this regard,

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.

Related Party Transactions

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

Total MSA Fee

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

In this regard, PAVmed classifies employee salary expense as sales and marketing expenses for employees performing sales, 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.

5 — Due To PAVmed Inc .

2 unchanged sentences

of Senior Unsecured Promissory Note

Employee-Related

Related Costs

Balance - December 31, 2022

1 unchanged sentence

ERC - Payroll & Benefits

CapNostics, LLC transfer

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.

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 - 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 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.

Cash payments to PAVmed Inc.

Balance - March 31, 2023

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.

Purchase Agreement and Management Services Agreement - ResearchDx Inc.

its wholly-owned subsidiary, LucidDx Labs Inc.

(“LucidDx Labs”), 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

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 storage.

Prior to February 25, 2022,

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

Under the APA-RDx,

LucidDx Labs Inc.

acquired certain assets from RDx which were combined with other 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.

In connection with the execution and delivery of the APA-RDx, LucidDx Labs Inc.

and RDx entered into a separate management

services agreement (“MSA-RDx”), dated and effective February 25, 2022, pursuant to which RDx provided certain testing and

related services for the Laboratory.

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

2 unchanged sentences

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 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.

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:

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

(ii) RDx becomes insolvent and /or bankrupt;

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 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.

of Management Services Agreement and Modification of Other Payment Obligations - ResearchDx Inc.

February 14, 2023, through LucidDx Labs Inc, the Company entered into an agreement (the “MSA Termination Agreement”) with

RDx, pursuant to which the parties mutually agreed to terminate the MSA-RDx without cause.

The termination

was effective as February 10, 2023.

Until the termination of the management service agreement with RDx, RDx had continued to provide

certain testing and related services for the Laboratory in accordance with the terms of the MSA-RDx.

MSA Termination Agreement reduces the remaining amounts of the earnout payments and management fees due under the APA-RDx and the MSA-RDx to $ 713 .

The payment was satisfied through the issuance of 553,436 shares of the Company’s common stock

in February 2023.

The Company was not required to make any cash payments in connection with the termination.

7 — Prepaid Expenses, Deposits, and Other Current Assets

1 unchanged sentence

of Prepaid Expenses and Other Current Assets

Advanced payments to service providers

and suppliers

March 31, 2023

December 31, 2022

Advanced payments to service providers and suppliers

Prepaid insurance

1 unchanged sentence

EsoGuard mailer supplies

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 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:

Total prepaid expenses, deposits and other current assets

the three months ended March 31, 2023, the Company entered into additional lease agreements that have commenced and are classified

as operating leases and short-term leases for additional Lucid Test Centers.

Company’s future lease payments as of March 31, 2023, which are presented as operating lease liabilities, current portion

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

Of Future Lease Payments Of Operating Lease Liabilities

2 unchanged sentences

imputed interest

Present value of lease

Present value of lease liabilities

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

Of Cash Flow Supplemental Information

Months Ended September 30,

Cash paid for amounts included in the measurement

of lease liabilities

Operating cash

flows from operating leases

Three Months Ended March 31,

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

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.

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 March 31, 2023 and December 31, 2022, the Company’s right-of-use assets from operating leases were $ 1,884 and $ 2,008 ,

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

of March 31, 2023 and December 31, 2022, the Company had outstanding operating lease obligations of $ 1,877 and $ 1,999 ,

respectively, of which $ 1,051 and $ 962 , respectively, are reported in operating lease liabilities, current portion and $ 826 and

$ 1,037 , respectively, are reported in operating lease liabilities less current portion in the Company’s unaudited condensed

consolidated balance sheets.

The Company calculates its incremental borrowing rates for specific lease terms, 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

1 unchanged sentence

of Intangible Assets Accumulated Amortization

March 31, 2023

Defensive technology

Laboratory licenses

and certifications and laboratory information management software

Laboratory licenses and certifications and laboratory information management software

Total Intangible assets

2 unchanged sentences

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 Company as of the April 1, 2022 effective date of the transfer of CapNostics, LLC (“CapNostics”) to the Company from

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

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

The defensive

technology intangible asset was recognized by PAVmed Subsidiary Corp upon its acquisition of CapNostics, 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 transaction

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

1 unchanged sentence

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 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

is as follows:

States transferred 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 for the period ended March 31, 2023 (there was no such amortization expense

for the prior period ended March 31, 2022), and is included in amortization of acquired intangible assets in the accompanying unaudited

condensed consolidated statements of operations.

As of March 31, 2023, the estimated future amortization expense associated with

the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:

of Future Amortization Expense

2023 (remainder of year)

10 — Financial Instruments Fair Value Measurements

Fair Value Measurements

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

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

Fair Value Measurement on a Recurring

Basis at Reporting Date Using 1

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

March 31, 2023

March 2023 Senior Convertible Note

1 There were no transfers

between the respective Levels during the period ended March 31, 2023.

discussed in Note 11, Debt , the Company issued a Senior Secured Convertible Note dated March 21, 2023 with a $ 11.1 million face

value principal (“March 2023 Senior Convertible Note”.) The convertible note is accounted for under the ASC 825-10-15-4 fair

value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue date estimated fair value

and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs

and unobservable inputs.

Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair

value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-

dated volatilities) inputs.

estimated fair value of the March 2023 Senior Convertible Note as of each of March 21, 2023 and March 31, 2023 were computed using

a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return,

using the following assumptions:

Schedule of Fair Value Assumption Used

March 2023 Senior

Convertible Note:

March 21, 2023

March 2023 Senior

Convertible Note:

March 31, 2023

Face value principal payable

Required rate of return

Conversion Price

Value of common stock

Expected term (years)

Risk free rate

Dividend yield

estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed in

the table above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes

valuation models.

The estimated fair values are subjective and are affected by changes in inputs to the valuation models and

analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S.

Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of

the Company’s common stock price.

Changes in these assumptions can materially affect the estimated fair values.

fair value and face value principal outstanding of the March 2023 Senior Convertible Note as of the dates indicated are as

Summary of Outstanding Debt

March 2023 Senior Convertible Note

March 21, 2025

Balance as of March 31, 2023

changes in the fair value of debt during the three months ended March 31, 2023 is as follows:

of Changes in Fair Value of Debt

March 2023 Senior

Convertible Note

Fair Value - December 31, 2022

Face value principal – issue date

Fair value adjustment – issue date

Change in fair value

Fair Value at March 31, 2023

Other Income (Expense) - Change in fair value – three months ended March 31, 2023

2023 Senior Secured Convertible Note

Diagnostics entered into a Securities Purchase Agreement (“SPA”) dated March 13, 2023, with an accredited institutional investor

(“Investor”, “Lender”, and /or “Holder”), wherein, Lucid agreed to sell, and the Investor agreed

to purchase an aggregate of $ 11.1 million face value principal of debt.

The debt was issued in a registered direct offering under the

Lucid’s effective shelf registration statement.

the SPA dated March 13, 2023, Lucid issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March

2023 Senior Convertible Note”, with such note having a $ 11.1 million face value principal, a 7.875 % annual stated interest rate,

a contractual conversion price of $ 5.00 per share of the Company’s common stock (subject to standard adjustments in the event of

any stock split, stock dividend, stock combination, recapitalization or other similar transaction), and a contractual maturity date of

March 21, 2025.

The March 2023 Senior Convertible Note may be converted into shares of common stock of the Company at the Holder’s

March 2023 Senior Convertible Note proceeds were $ 9.925 million after deducting a $ 1.186 million lender fee and offering costs.

fee and offering costs were recognized as of the March 21, 2023 issue date as a current period expense in other income (expense) in the

Company’s unaudited condensed consolidated statement of operations.

the period from March 21, 2023 to September 20, 2023, Lucid is required to pay interest expense only (on the $ 11.1 million face value

principal), at 7.875 % per annum, computed on a 360 day year.

The Company paid in cash interest expense of $ 24 for the three months ended

March 31, 2023.

September 21, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including

March 14, 2025 (each referred to as an “Installment Date”);

and on the March 21, 2025 maturity date, the Company will be

required to make a principal repayment of $ 292 together with accrued interest thereon, with such 38 payments referred to herein as the

“Installment Amount”, settled in shares of common stock of the Company, subject to customary equity conditions, including

minimum share price and volume thresholds, or at the election of the Company, in cash, in whole or in part.

addition to the Installment Amount repayments, the Holder may elect to accelerate the conversion of future Installment Amount repayments,

and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment

Date conversion price.

Note 11 — Debt - continued

payment of all amounts due and payable under this senior convertible note is guaranteed by all of Lucid Diagnostics’ subsidiaries;

and the obligations under this senior convertible note are secured by all of the assets of Lucid Diagnostics and its subsidiaries.

is subject to certain customary affirmative and negative covenants regarding the rank of the note, along with the incurrence of further

indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of

dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates,

among other customary matters.

is subject to financial covenants requiring:

(i) a minimum of $5.0 million of available cash at all times;

(ii) the ratio of (a) the

outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid

late charges to (b) the Company’s average market capitalization over the prior ten trading days, as of the last day of any fiscal

quarter commencing with September 30, 2023, to not exceed 30%;

and (iii) the Company’s market capitalization to at no time be less

than $30 million .

12 — Stock-Based Compensation

2 unchanged sentences

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

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.

total of 9,144,000 shares of common stock of Lucid Diagnostics Inc.

are reserved for issuance under the Lucid Diagnostics Inc.

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.

Stock Options

Diagnostics Inc.

stock options granted under the Lucid Diagnostics Inc.

2018 Equity Plan and stock options granted outside such plan

are summarized as follows:

2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart

from the PAVmed 2014 Equity Plan discussed below.

The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer

employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics.

types of awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights,

restricted stock, and other stock-based awards subject to limitations under applicable law.

All awards are subject to approval by the

Lucid Diagnostics board of directors.

total of 11,644,000 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan,

with 3,834,058 shares available for grant as of March 31, 2023.

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 2018 Equity Plan, as of March 31, 2023.

2023, the number of shares available for grant was increased by 2,500,000 in accordance with the evergreen provisions of the plan.

Diagnostics Stock Options

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

of Stock Options Issued and Outstanding Activities

of Stock Options

Average Exercise Price

Contractual Term (Years)

Exercise Price

Outstanding stock options at December 31, 2022

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.

Outstanding stock options at March 31, 2023 (3)

Vested and exercisable stock options at March 31, 2023

Stock options granted under the Lucid Diagnostics 2018 Equity

Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year

contractual term from date-of-grant.

The intrinsic value is computed as the difference between the

quoted price of the Lucid Diagnostics common stock on each of March 31, 2023 and December 31, 2022 and the exercise price of the

underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price.

The outstanding stock options presented in the table above,

are inclusive of 423,300 stock options granted outside the Lucid Diagnostics 2018 Equity Plan, as of March 31, 2023 and December 31,

Note 4, 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.

Diagnostics Inc.

Restricted Stock Awards

Diagnostics Inc.

restricted stock awards granted under the Lucid Diagnostics Inc.

2018 Equity Plan and restricted stock awards granted

outside such plan are summarized as follows:

options granted under the Lucid Diagnostics 2018 Equity Plan to the Physician Inventors.

12 — Stock-Based Compensation - continued

Diagnostics Restricted Stock Awards

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

such plan are summarized as follows:

of Restricted Stock Award Activity

of Restricted

Average Grant

Restricted Stock

Weighted Average

Unvested restricted stock awards as of December 31, 2022 (1)

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

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.

Unvested restricted stock awards as of March 31, 2023

The unvested 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 December 31, 2022.

These 50,000 restricted stock awards were fully vested during the period ended March 31, 2023.

2014 Equity Plan

2014 Long-Term Incentive Equity Plan (the “PAVmed Inc.

2014 Equity Plan”), is separate and apart from the Lucid

Diagnostics Inc.

2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics

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

10 — Stock-Based Compensation - continued

Compensation Expense

stock-based compensation expense recognized by the Company for both the Lucid Diagnostics Inc.

2018 Equity Plan and the PAVmed Inc.

Equity Plan, for the periods indicated, was as follows:

stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity

Plan, for the periods indicated, was as follows:

of Stock-Based Compensation Expense

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

Three Months Ended March 31,

Lucid Diagnostics 2018 Equity Plan – cost of revenue

Lucid Diagnostics 2018 Equity Plan – sales and marketing expenses

Lucid Diagnostics 2018 Equity Plan - general and administrative expenses

Lucid Diagnostics 2018 Equity Plan - research and development expenses

PAVmed 2014 Equity Plan - cost of revenue

PAVmed 2014 Equity Plan - sales and marketing expenses

PAVmed 2014 Equity Plan - general and administrative expenses

PAVmed 2014 Equity Plan - research and development expenses

Total stock-based compensation expense

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

stock options and restricted stock awards granted under the Lucid

Diagnostics Inc.

2018 Equity Plan to employees of PAVmed Inc., the Physician Inventors , 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.

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.

2018 Equity Plan and the PAVmed Inc.

Equity Plan, as discussed above, is as follows:

Diagnostics 2018 Equity Plan to employees of PAVmed, the Physician Inventors, and members of the board of directors of Lucid Diagnostics,

as well as the stock options granted under the PAVmed 2014 Equity Plan to the Physician Inventors.

of March 31, 2023, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect

to stock options and restricted stock awards issued under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan,

as discussed above, is as follows:

of Unrecognized Compensation Expense and Weighted Average Remaining Service Period

Lucid Diagnostics Inc.

2018 Equity Plan

Weighted Average

Remaining Service

Period (Years)

Lucid Diagnostics 2018 Equity Plan

Stock Options

Restricted Stock Awards

2014 Equity Plan

PAVmed 2014 Equity Plan

Stock Options

Restricted Stock Awards

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 $ 1.61 per share during the period ended September 30, 2022.

The stock-based

compensation was calculated using the following weighted average Black-Scholes valuation model assumptions:

Note 12 — Stock-Based Compensation -

compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted

average estimated fair value of such stock options of $ 0.87 per share and $ 2.95 per share during the periods ended March 31, 2023

and 2022, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

Schedule of Stock-based Compensation Valuation Assumptions

Expected term of stock options

Three Months Ended March 31,

Expected term of stock options (in years)

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

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

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

total of 231,987 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 276 on March 31, 2023 under

the Lucid ESPP.

The Lucid ESPP has a total reservation of 1,000,000 shares of common stock of which 683,983 shares are available-for-issue

as of March 31, 2023.

In January 2023, the number of shares available-for-issue was increased by 500,000 in accordance with the

evergreen provisions of the plan.

13 — Stockholders’ Equity

Diagnostics 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.

a controlling financial interest in Lucid Diagnostics Inc.

Equity Facility - March 28, 2022

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.

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.

A Preferred Stock Offering

March 7, 2023, the Company issued 13,625 shares of newly designated Series A Convertible Preferred Stock, par value $ 0.001 per share

(the “Series A Preferred Stock”), to accredited investors at a purchase price of $ 1,000 per share, for aggregate gross proceeds

to the Company of $ 13.625 million.

In connection with the issuance the Company filed a Certificate of Designation of Preferences, Rights

and Limitations of the Series A Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”).

The key terms of the Series A Preferred Stock are as follows:

share of Series A Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations into

such number of shares of the Company’s common stock, equal to the number of Series A Preferred Shares to be converted, multiplied

by the stated value of $ 1,000 (the “Stated Value”), divided by the conversion price in effect at the time of the conversion.

The initial conversion price will be $ 1.394 , subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

The Series A Preferred Stock is convertible into shares of our common stock at any time at the option of the holder from and after the

six-month anniversary of its issuance, and automatically converts into shares of our common stock on March 7, 2025, the second anniversary

of its issuance.

Series A Preferred Stock will be senior to the Common Stock and any other class of the Company’s capital stock that is not by its

terms senior to or pari passu with the Series A Preferred Stock.

holders of Series A Preferred Stock will be entitled to dividends payable as follows:

(i) a number of shares of Common Stock equal to

20% of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such Holder on March

7, 2024, and (ii) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of

the Series A Preferred Stock then held by such Holder on March 7, 2025.

A holder that converts its Series A Preferred Stock prior to

March 7, 2024 or March 7, 2025, as the case may be, will not receive the dividend that accrues on such date with respect to such converted

Series A Preferred Stock.

The holders of the Series A Preferred Stock also will be entitled to dividends equal, on an as-if-converted

to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such

dividends are paid on shares of the Common Stock .

the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as defined

in the Certificate of Designation), the holders of shares of Series A Preferred Stock then outstanding will be entitled to be paid out

of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of Common

Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value, plus any dividends accrued

but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted

into Common Stock immediately prior to such event.

as otherwise provided in the Certificate of Designation or as otherwise required by law, the holders of outstanding shares of Series

A Preferred Stock will have no voting rights.

Company will not effect any conversion of the Series A Preferred Stock, and a holder will not have the right to receive dividends or

convert any portion of the Series A Preferred Stock, to the extent that, after giving effect to the receipt of dividends or the conversion,

the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s

affiliates) would beneficially own in excess of 4.99% of the Company’s outstanding common stock (or, upon election of the holder,

9.99% of the Company’s outstanding common stock) .

Note 13 — Stockholders' Equity - continued

Company and the investors in the offering also executed a registration rights agreement (the “Registration Rights Agreement”),

pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant

to the Series A Preferred Stock.

Diagnostics Common Stock

of March 31, 2023 and December 31, 2022 there were 41,753,603 and 40,518,792 shares of common stock issued and outstanding,

respectively.

As of March 31, 2023, PAVmed holds 31,302,420 shares, representing a majority-interest equity ownership and PAVmed

has a controlling financial interest in the Company.

Equity Facility and ATM Facility

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

the terms of the committed equity facility, Cantor has committed to purchase up to $ 50

million of the Company’s common stock from

time to time at the request of the Company.

While there are distinct differences, the facility is structured similarly to a traditional

at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis at prices based on

the existing market price.

Cumulatively a total of 680,263 shares of Lucid Diagnostics’ common stock were issued for net proceeds

of approximately $ 1.8 million, after payment of 4 % commissions, as of March 31, 2023.

November 2022, the Company entered into an “at-the-market offering” for up to $ 6.5

million of its common stock that may be offered

and sold under a Controlled Equity Offering Agreement between the Company and Cantor Fitzgerald & Co.

In the three months ended March 31,

2023, the Company sold 230,068

shares through the at-the-market equity facility

for net proceeds of approximately $ 0.3

million, after payments of 3 %

14 — Net Loss Per Share

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

of Basic and Fully Diluted Net Loss Per Share

Weighted average common

shares outstanding, basic and diluted

Schedule of Basic and Fully Diluted Net Loss Per Share

Three Months Ended March 31,

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.

Net loss per share - basic and diluted

weighted-average number of shares of common stock outstanding for the three months ended March 31, 2023 and 2022 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

5 unchanged sentences

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

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

Stock options

Unvested restricted

Unvested restricted stock awards

Preferred stock

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