What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 288 added, 260 removed, 562 unchanged (49% of the section changed)

4 unchanged sentences

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

March 31, 2023

June 30, 2023

December 31, 2022

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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

Series A Convertible Preferred Stock, issued and outstanding 13,625 at June 30, 2023 and no shares issued and outstanding at December 31, 2022

Common stock, $ 0.001 par value, 200,000,000 shares authorized;

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

41,853,603 and 40,518,792 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

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

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Operating expenses:

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED March 31, 2023 and 2022

the THREE AND SIX MONTHS ENDED June 30, 2023

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

Preferred Stock

Balance as of March 31, 2023

$ ( 114,322 )

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

Issue common stock - vendor service agreement

Balance as of June 30, 2023

$ ( 125,703 )

Preferred Stock

Balance as of December 31, 2022

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Issuance - Series A Preferred Stock

Balance as of March 31, 2023

Issue common stock - vendor service agreement

Balance as of June 30, 2023

$ ( 125,703 )

DIAGNOSTICS INC.

majority-owned subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND SIX MONTHS ENDED June 30, 2022

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

Balance as of March 31, 2022

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

CapNostics, LLC

APA-RDx - Installment Payment

Balance as of June 30, 2022

Additional Paid-In

Balance as of December 31, 2021

Beginning balance, value -

Exercise - stock options - Lucid Diagnostics Inc.

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2014 Equity Plan

Balance as of March 31, 2022 -

Ending balance, value -

CapNostics, LLC

APA-RDx - Installment Payment

Balance as of June 30, 2022

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,

Six Months Ended June 30,

Cash flows from operating activities

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Change in fair value - Senior Secured Convertible Note

Loss on issue and offering costs - Senior Secured Convertible Note

Loss on issue - Senior Secured Convertible Note

Issue common stock - settle termination payment

Issue common stock - vendor service agreement

Changes in operating assets and liabilities:

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Purchase of equipment

Asset acquisition

Net cash flows used in investing activities

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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 – issue of Senior Convertible Note

Proceeds – issue of common stock – Committed Equity Facility

Proceeds – exercise of stock options

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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.

Company believes that its flagship product, the 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 tool for the early detection of esophageal precancer in at-risk gastroesophageal reflux disease (“GERD,” also

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

Early detection of esophageal precancer allows patients

to undergo appropriate monitoring and treatment, as indicated by clinical practice guidelines, in an effort to prevent progression

to esophageal cancer.

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.

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 procedure.

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.

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.

The Company believes that 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.

, for further information with respect to amounts

owed to PAVmed by the Company.

EsoCheck have been developed to provide an accurate, non-invasive, patient-friendly 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.

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 March 31, 2023.

as included herein in this Quarterly Report on Form 10-Q for the period ended June 30, 2023.

2 — Summary of Significant Accounting Policies

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All intercompany transactions and balances have been eliminated in consolidation.

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.

The Company is a majority-owned consolidated

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

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

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

consolidated results of operations for the three 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.

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

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

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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

amounts in the accompanying unaudited condensed consolidated financial statements and the 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.

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GAAP, management is required to make estimates

and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent losses, as of the date of

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

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.

and assumptions that affect the reported amounts of assets and the determination of corresponding carrying value reserves, if any, and

liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported

amounts of revenue and expenses during the reporting period.

Significant estimates in these unaudited condensed consolidated financial

statements include those related to the estimated fair value of debt obligations, stock-based equity awards and intangible assets.

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.

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

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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.

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

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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

based on quoted prices for identical assets and liabilities in active markets.

Level 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.

Level 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 judgment.

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

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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

of June 30, 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.

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Adopted Accounting Pronouncements

In June 2016, the

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

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.

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

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.

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

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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.

the three and six months ended June 30, 2023, the Company recognized revenue of $ 159

respectively, resulting from the delivery of patient EsoGuard test results.

Revenue recognized from customer contracts deemed to

include a variable consideration transaction price is limited to the unconstrained portion of the variable consideration.

Company’s revenue for the three and six months ended June 30, 2022 was $ 0 and $ 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 March 31, 2023, the cost of revenue was $ 1,338 and was primarily related to costs for our laboratory operations

and EsoCheck device supplies.

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

the three and six months ended June 30, 2023, the cost of revenue was $ 1,549

and $ 2,887 ,

respectively, and was primarily related to costs for our laboratory operations and EsoCheck device supplies.

The Company’s

cost of revenue for the three and six months ended June 30, 2022 was $ 0 and $ 369 ,

which solely reflects the costs attributable to delivering the services under the EsoGuard Commercialization Agreement for the

period January 1, 2022 to February 25, 2022.

In the three months ended June 30, 2022, laboratory operations costs are included in operating expenses as general

and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

4 — Related Party Transactions

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

of Incurred Expenses of Minority Shareholders

Three Months Ended March 31,

Schedule of Incurred Expenses of Minority Shareholders

Three Months Ended

Six Months Ended

Cost of Revenue

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Total Related Party Expenses

4 — Related Party Transactions - continued

- Management Services Agreement

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”)

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”) with PAVmed.

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.

The MSA 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 the Company and PAVmed.

The respective companies’ boards of directors approved a seventh amendment to the MSA to increase the MSA Fee to $ 750 per month,

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

During the three and six months ended June

30, 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 Statements of Operations

Three Months Ended March 31,

Schedule of MSA Fee Expense Classification in Statements of Operations

Three Months Ended

Six Months Ended

Sales & Marketing

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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.

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.

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for the periods indicated is summarized as follows:

of Senior Unsecured Promissory Note

Related Costs

Schedule of Senior Unsecured Promissory Note

Employee-Related Costs

Balance - December 31, 2022

On Behalf Of (OBO) activities

ERC - Payroll & Benefits

On Behalf Of (OBO) activities

Cash payments to PAVmed Inc.

Balance - March 31, 2023

Balance - June 30, 2023

6 — Asset Purchase Agreement and Management Services Agreement

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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.

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

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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.

The termination was effective as February

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

The payment was satisfied through the issuance of 553,436 shares of the Company’s common stock in February 2023.

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

7 — Prepaid Expenses, Deposits, and Other Current Assets

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

of Prepaid Expenses and Other Current Assets

March 31, 2023

Schedule of Prepaid Expenses and Other Current Assets

June 30, 2023

December 31, 2022

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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

the six months ended June 30, 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

Company’s future lease payments as of June 30, 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:

Schedule Of Future Lease Payments Of Operating Lease Liabilities

2023 (remainder of year)

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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

Three Months Ended March 31,

Schedule Of Cash Flow Supplemental Information

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

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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.

of June 30, 2023 and December 31, 2022, the Company’s right-of-use assets from operating leases were $ 1,835 and $ 2,008 , respectively,

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

As of June 30,

2023 and December 31, 2022, the Company had outstanding operating lease obligations of $ 1,831 and $ 1,999 , respectively, of which $ 1,099

and $ 962 , respectively, are reported in operating lease liabilities, current portion and $ 732 and $ 1,037 , respectively, are reported

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

calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the financing

terms the Company would likely receive on the open market.

9 — Intangible Assets, net

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

of Intangible Assets Accumulated Amortization

March 31, 2023

Schedule of Intangible Assets Accumulated Amortization

Estimated Useful Life

June 30, 2023

December 31, 2022

Defensive technology

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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

expense of the intangible assets discussed above was $ 505 and $ 639 for the three month periods ended June 30, 2023 and 2022, respectively,

and $ 1,010 and $ 639 for the six month periods ended June 30, 2023 and 2022, respectively, and is included in amortization of acquired

intangible assets in the accompanying unaudited condensed consolidated statements of operations.

As of June 30, 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:

Schedule of Future Amortization Expense

2023 (remainder of year)

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Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

Fair Value Measurement on a Recurring

Basis at Reporting Date Using 1

Fair Value Measurement on a Recurring Basis at Reporting Date Using 1

Level-1 Inputs

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Level-3 Inputs

March 31, 2023

June 30, 2023

March 2023 Senior Convertible Note

1 There were no transfers

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

between the respective Levels during the period ended June 30, 2023.

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

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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

estimated fair value of the March 2023 Senior Convertible Note as of each of March 21, 2023 and June 30, 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,

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Schedule of Fair Value Assumption Used

March 2023 Senior

Convertible Note:

March 21, 2023

March 2023 Senior

Convertible Note:

March 2023 Senior Convertible Note:

March 21, 2023

March 2023 Senior Convertible Note:

June 30, 2023

Face value principal payable

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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

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.

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 follows:

of Outstanding Debt

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

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:

Balance as of June 30, 2023

changes in the fair value of debt during the three and six months ended June 30, 2023 is as follows:

of Changes in Fair Value of Debt

March 2023 Senior

Convertible Note

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - December 31, 2022

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

Change in fair value

Fair Value at June 30, 2023

Other Income (Expense) - Change in fair value – three months ended June 30, 2023

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

(“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 SPA, Lucid issued in a registered direct offering under its effective shelf registration statement 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 election.

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

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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.

The Company paid in cash interest expense of $ 219 and $ 243 for the three

and six months ended June 30, 2023, respectively.

11 — Debt - continued

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

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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;

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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.

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

compensation committee.

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.

with 3,936,554 shares available for grant as of June 30, 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.

options and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of June 30, 2023.

Diagnostics Stock Options

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of Stock Options Issued and Outstanding Activities

Exercise Price

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Outstanding stock options at December 31, 2022

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,

Outstanding stock options at June 30, 2023 (3)

Vested and exercisable stock options at June 30, 2023

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.

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

common stock on each of June 30, 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.

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 June 30, 2023 and December

12 — Stock-Based Compensation - continued

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 2018 Equity Plan to the Physician Inventors.

12 — Stock-Based Compensation - continued

Diagnostics Restricted Stock Awards

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of Restricted Stock Award Activity

Restricted Stock

Weighted Average

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

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

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.

Unvested restricted stock awards as of June 30, 2023

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 June 30,

2014 Equity Plan

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of Stock-Based Compensation Expense

Three Months Ended March 31,

Three Months Ended

Six Months Ended

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

Lucid Diagnostics 2018 Equity Plan – sales and marketing

Lucid Diagnostics 2018 Equity Plan - general and administrative

Lucid Diagnostics 2018 Equity Plan - research and development

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

PAVmed 2014 Equity Plan - sales and marketing

PAVmed 2014 Equity Plan - general and administrative

PAVmed 2014 Equity Plan - research and development

Total stock-based compensation expense

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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

12 — Stock-Based Compensation - continued

of June 30, 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,

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of Unrecognized Compensation Expense and Weighted Average Remaining Service Period

Weighted Average

Remaining Service

Period (Years)

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

Lucid Diagnostics 2018 Equity Plan

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Stock Options

Restricted Stock Awards

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

average estimated fair value of such stock options of $0.87 per share and $1.48 per share during the periods ended June 30, 2023

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

Schedule of Stock-based Compensation Valuation Assumptions

Three Months Ended March 31,

of Stock-based Compensation Valuation Assumptions

Six Months Ended June 30,

Expected term of stock options (in years)

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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.

as of June 30, 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

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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 initial conversion price is $ 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

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

13 — Stockholders’ Equity - continued

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

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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.

Series A Preferred Stock is a non-voting security, other than with respect to limited matters related to changes in terms of the Series

A Preferred Stock.

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

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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”),

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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,

June 2023, the Company received shareholder approval to issue up to 200 million shares of its common stock, an increase of 100 million

of June 30, 2023 and December 31, 2022 there were 41,853,603 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

As of June 30, 2023, PAVmed holds 31,302,420 shares, representing a majority-interest equity ownership and PAVmed

has a controlling financial interest in the Company.

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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

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.

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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

of approximately $ 1.8 million, after a 4 % discount, as of June 30, 2023.

November 2022, the Company entered into an “at-the-market offering” (“ATM”) 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 six months ended June 30, 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 %

No shares were sold under the at-the-market equity facility during the three months ended June 30, 2023.

14 — Net Loss Per Share

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

Schedule of Basic and Fully Diluted Net Loss Per Share

Three Months Ended March 31,

of Basic and Fully Diluted Net Loss Per Share

Three Months Ended

Six Months Ended

Weighted average common shares outstanding, basic and diluted

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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.

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

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excluded from the computation of diluted weighted average shares outstanding are as follows:

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

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

Stock options

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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