What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-13 compared with 2023-08-14 · 217 added, 162 removed, 688 unchanged (36% of the section changed)

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

June 30, 2023

September 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 June 30, 2023 and no shares issued and outstanding at December 31, 2022

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

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

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

42,329,864 and 40,518,792 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

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Loss on issue and offering costs - Senior Secured Convertible Note

Debt extinguishments loss - Senior Secured Convertible Note

Other income (expense), net

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND SIX MONTHS ENDED June 30, 2023

the THREE AND NINE MONTHS ENDED September 30, 2023

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

Preferred Stock

Balance as of March 31, 2023

Additional Paid-In

Balance as of June 30, 2023

$ ( 125,703 )

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

Issue common stock - vendor service agreement

Balance as of June 30, 2023

$ ( 125,703 )

2014 Equity Plan

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

Balance as of September 30, 2023

$ ( 139,911 )

Preferred Stock

Additional Paid-In

Balance as of December 31, 2022

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Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

APA-RDx - Termination payment

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Issue common stock - vendor service agreement

Balance as of June 30, 2023

$ ( 125,703 )

Balance as of September 30, 2023

$ ( 139,911 )

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND SIX MONTHS ENDED June 30, 2022

the THREE AND NINE MONTHS ENDED September 30, 2022

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

Balance as of March 31, 2022

Additional Paid-In

Balance as of June 30, 2022

Exercise - stock options - Lucid Diagnostics Inc.

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Stock-based compensation - PAVmed Inc.

CapNostics, LLC

Vest - restricted stock awards

APA-RDx - Installment Payment

Balance as of June 30, 2022

Issuance - Committed Equity Facility, net of deferred financing charges

Purchase - Employee Stock Purchase Plan

Balance as of September 30, 2022

Additional Paid-In

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2014 Equity Plan

Vest - restricted stock awards

CapNostics, LLC

APA-RDx - Installment Payment

Balance as of June 30, 2022

Issuance - Committed Equity Facility, net of deferred financing charges

Purchase - Employee Stock Purchase Plan

Balance as of September 30, 2022

accompanying notes to the unaudited condensed consolidated financial statements.

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

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

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Loss on issue - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Note

Issue common stock - settle termination payment

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Proceeds – issue of common stock – Committed Equity Facility

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

Proceeds – exercise of stock options

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

1 — Summary Description of the Company

1 — The Company

Description of the Business

Diagnostics Inc.

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Lucid is a majority-owned subsidiary of PAVmed Inc.

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.

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 GERD 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

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

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 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.

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

in a less than a 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, when inflated, 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”).

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The Company expects to continue to experience recurring losses from operations and will continue to fund

its operations with debt and equity financing transactions.

its operations with debt and equity financing transactions, including current obligations on the Company’s existing convertible debt which in accordance with management’s

plans may include conversions to equity and refinancing our existing debt obligations to extend the maturity date.

Notwithstanding, however, with the cash on-hand as of the date hereof and

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

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

become due for the one year period from the date of the issue of the Company’s unaudited condensed consolidated financial statements,

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

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

2 — Summary of Significant Accounting Policies

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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

consolidated results of operations for the three and nine months ended September 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.

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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 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.

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.

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

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

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.

Valuations based on quoted prices for identical assets and

liabilities in active markets.

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.

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

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materially affect the estimated fair values.

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.

of September 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.

Value Option (“FVO”) Election

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Purchase Agreement and Management Services Agreement .

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.

3 — Revenue from Contracts with Customers - continued

the three and nine months ended September 30, 2023, the Company recognized revenue of $ 783 and $ 1,388 , 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.

The Company’s revenue for the three months ended September

30, 2022 was $ 76 , resulting from the delivery of patient EsoGuard test results.

The Company’s revenue for the nine months ended

September 30, 2022 was $ 265 , and includes the activity described for the three months ended September 30, 2022, along with 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 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 three and nine months ended September 30, 2023, the cost of revenue was $ 1,634 and $ 4,522 , respectively, 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 September

30, 2022 was $ 1,626 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

cost of revenue for the nine months ended September 30, 2022 was $ 1,996 , and includes the activity described for the three months ended

September 30, 2022, along with 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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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Cost of Revenue

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General and Administrative Expense

Amended CWRU – License Agreement - reimbursement of patent legal fees

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

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Total Related Party Expenses

of September 30, 2023, the Company had an outstanding payable of $ 820 .

4 — Related Party Transactions - continued

- Management Services Agreement

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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

During the three months ended September 30,

2022, MSA fees were $ 550 per month.

4 — Related Party Transactions - continued

During the six months ended June 30, 2022, MSA Fees were $ 390 per month.

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

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Sales & Marketing

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for the periods indicated is summarized as follows:

Schedule of Senior Unsecured Promissory Note

Employee-Related Costs

Schedule of Due To:

Related Costs

Balance - December 31, 2022

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Cash payments to PAVmed Inc.

Balance - June 30, 2023

Balance - September 30, 2023

6 — Asset Purchase Agreement and Management Services Agreement

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Schedule of Prepaid Expenses and Other Current Assets

June 30, 2023

September 30, 2023

December 31, 2022

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Total prepaid expenses, deposits and other current assets

the six months ended June 30, 2023, the Company entered into additional lease agreements that have commenced and are classified

the nine months ended September 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 June 30, 2023, which are presented as operating lease liabilities, current portion and

Company’s future lease payments as of September 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:

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Present value of lease liabilities

8 — Leases - continued

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

Schedule Of Cash Flow Supplemental Information

Six Months Ended June 30,

Nine Months Ended September 30,

Cash paid for amounts included in the measurement of lease liabilities

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Weighted-average discount rate - operating leases

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,

of September 30, 2023 and December 31, 2022, the Company’s right-of-use assets from operating leases were $ 1,594 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,

As of September 30,

2023 and December 31, 2022, the Company had outstanding operating lease obligations of $ 1,592 and $ 1,999 , respectively, of which $ 1,128

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

Schedule of Intangible Assets Accumulated Amortization

Schedule of Intangible Assets

Estimated Useful Life

June 30, 2023

September 30, 2023

December 31, 2022

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APA-RDx February 25, 2022 transaction date.

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:

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

and $ 1,516 and $ 1,144 for the nine month periods ended September 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 September 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

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Level-3 Inputs

June 30, 2023

September 30, 2023

March 2023 Senior Convertible Note

1 There were no transfers

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

between the respective Levels during the period ended September 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

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

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

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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 June 30, 2023 were computed using

estimated fair value of the March 2023 Senior Convertible Note as of each of March 21, 2023 and September 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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March 2023 Senior Convertible Note:

June 30, 2023

September 30, 2023

Face value principal payable

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March 21, 2025

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:

Balance as of September 30, 2023

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

of Changes in Fair Value of Debt

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - December 31, 2022

Fair Value - June 30, 2023

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at March 31, 2023

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

Fair Value at September 30, 2023

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

Fair Value - December 31, 2022

Fair Value - Beginning balance

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

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

Fair Value at September 30, 2023

Fair Value - Ending balance

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

2023 Senior Secured Convertible Note

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The Company paid in cash interest expense of $ 148 and $ 391 for the three

and six months ended June 30, 2023, respectively.

and nine months ended September 30, 2023, respectively.

11 — Debt - continued

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than $30 million .

As of September 30, 2023, the Company was in compliance, and as of the date hereof, the Company is in compliance,

with the Financial Tests.

the nine months ended September 30, 2023, approximately $ 92 of principal repayments along with approximately $ 48 of interest expense

thereon, were settled through the issuance of 115,388 shares of common stock of the Company, with such shares having a fair value of

approximately $ 166 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

The conversions resulted in a debt extinguishment loss of $ 26 in the three and nine months ended September 30, 2023.

12 — Stock-Based Compensation

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

with 3,936,554 shares available for grant as of June 30, 2023.

with 3,929,301 shares available for grant as of September 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 June 30, 2023.

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

12 — Stock-Based Compensation - continued

Diagnostics Stock Options

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of Stock Options Issued and Outstanding Activities

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Stock Options

Exercise Price

Outstanding stock options at December 31, 2022

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

Outstanding stock options at September 30, 2023 (3)

Vested and exercisable stock options at September 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 September

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 September 30, 2023 and December 31, 2022.

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.

to September 30, 2023, on November 6, 2023, the company granted to employees 500,000 stock options under the Lucid Diagnostics

Inc 2018 Equity Plan with a weighted average exercise price of $ 1.29 for which will generally vest

one-third after one year then ratably over the next eight quarters.

Diagnostics Restricted Stock Awards

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of Restricted Stock Award Activity

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Number of Restricted

Weighted Average

Grant Date Fair Value

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

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,

Unvested restricted stock awards as of September 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 September 30, 2023.

Subsequent to September 30, 2023,

on November 6, 2023, 550,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted

stock awards vesting one third each year for the next three years with the final vesting date on November 6, 2026, and an aggregate grant

date fair value of approximately $ 0.7 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.

2014 Equity Plan

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

12 — Stock-Based Compensation - continued

Compensation Expense

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of Stock-Based Compensation Expense

Three Months Ended

Six Months Ended

Lucid Diagnostics 2018 Equity Plan – cost of revenue

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

12 — Stock-Based Compensation - continued

of June 30, 2023, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect

of September 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

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

Weighted Average

Remaining Service

Period (Years)

Lucid Diagnostics 2018 Equity Plan

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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 $1.48 per share during the periods ended June 30, 2023

average estimated fair value of such stock options of $ 0.88 per share and $ 1.61 per share during the periods ended September 30, 2023

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

of Stock-based Compensation Valuation Assumptions

Six Months Ended June 30,

Nine Months Ended September 30,

Expected term of stock options (in years)

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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 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.

A total of 276,213 and 84,030 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately

$ 275 and $ 109 on September 30, 2023 and 2022, respectively, under the Lucid ESPP.

The Lucid ESPP has a total reservation of 1,000,000

shares of common stock of which 407,770 shares are available-for-issue as of September 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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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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9.99% of the Company’s outstanding common stock) .

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

Company and the investors in the offering also executed a registration rights agreement (the “Series A 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.

A-1 Preferred Stock Offering

to September 30, 2023, on October 17, 2023, the Company issued 5,000 shares of newly designated Lucid Series A-1 Convertible Preferred

Stock (the “Series A-1 Preferred Stock”).

The terms of the Series A-1 Preferred Stock are substantially identical to the

terms of the Series A Preferred Stock, except that the Series A-1 Preferred Stock has a conversion price of $ 1.2592 .

The aggregate gross

proceeds from the sale of shares in such offering were $ 5.0 million.

Company and the investors in the offering also executed a registration rights agreement (the “Series A-1 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-1 Preferred Stock.

Diagnostics Common Stock

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 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.

of September 30, 2023 and December 31, 2022 there were 42,329,864 and 40,518,792 shares of common stock issued and outstanding, respectively.

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

financial interest in the Company.

13 — Stockholders’ Equity - continued

Equity Facility and ATM Facility

6 unchanged sentences

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

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.

of approximately $ 1.8 million, after a 4 % discount, as of September 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.

the nine months ended September 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 % commissions.

No shares were sold under the at-the-market equity facility during the

three months ended September 30, 2023.

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

Three Months Ended

Six Months Ended

of Net Loss Per Share Basic and Diluted

Weighted average common shares outstanding, basic and diluted

1 unchanged sentence

Net loss per share - basic and diluted

weighted-average number of shares of common stock outstanding for the periods ended June 30, 2023 and 2022 include the shares of

weighted-average number of shares of common stock outstanding for the periods ended September 30, 2023 and 2022 include the shares of

the Company issued and outstanding during such periods, each on a weighted average basis.

6 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

of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share

September 30,

Stock options

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements