What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-13 compared with 2023-11-13 · 398 added, 426 removed, 479 unchanged (63% of the section changed)

4 unchanged sentences

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

September 30, 2023

March 31, 2024

December 31, 2023

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Intangible assets, net

Liabilities, Preferred Stock and Stockholders’ Equity

Liabilities, Preferred Stock and Stockholders’ Equity (Deficit)

Current liabilities:

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

Series B Convertible Preferred Stock, issued and outstanding 44,285 at March 31, 2024 and Series A and Series A-1 Convertible Preferred Stock, shares issued and outstanding 18,625 at December 31, 2023

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

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

46,747,062 and 42,329,864 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes to the unaudited condensed consolidated financial statements.

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

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Provision for income taxes

Net loss per share - basic and diluted

Net loss attributable to Lucid Diagnostics Inc.

Deemed dividend on Series A and Series A-1 Convertible Preferred Stock

Net loss attributable to Lucid Diagnostics Inc.

common stockholders

Net loss per share attributable to Lucid Diagnostics Inc.

common stockholders - basic and diluted

Weighted average common shares outstanding, basic and diluted

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND NINE MONTHS ENDED September 30, 2023

the THREE MONTHS ENDED March 31, 2024 and 2023

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

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Additional Paid-In

Balance as of June 30, 2023

Balance as of December 31, 2023

$ ( 150,741 )

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

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Purchase - Employee Stock Purchase Plan

Balance as of September 30, 2023

Issuance - Series A-1 Preferred Stock

Exchange - Series A and Series A-1 Preferred Stock

Issuance - Series B Preferred Stock

Issuance - Due To:

Settlement in Common Stock

Balance as of March 31, 2024

$ ( 168,849 )

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Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

APA-RDx - Termination payment

Issuance - At-The-Market Facility, net of deferred financing charges

Issuance common stock - APA-RDx - Termination payment

Issuance - At-The-Market Facility, net of financing charges

Purchase - Employee Stock Purchase Plan

Issuance - Series A Preferred Stock

Issue common stock - vendor service agreement

Balance as of September 30, 2023

Balance as of March 31, 2023

$ ( 114,322 )

DIAGNOSTICS INC.

majority-owned subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND NINE MONTHS ENDED September 30, 2022

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

Additional Paid-In

Balance as of June 30, 2022

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

Vest - restricted stock awards

APA-RDx - Installment Payment

Issuance - Committed Equity Facility, net of deferred financing charges

Purchase - Employee Stock Purchase Plan

Balance as of September 30, 2022

Additional Paid-In

Balance as of December 31, 2021

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

Vest - restricted stock awards

CapNostics, LLC

APA-RDx - Installment Payment

Issuance - Committed Equity Facility, net of deferred financing charges

Purchase - Employee Stock Purchase Plan

Balance as of September 30, 2022

$ ( 114,322 )

accompanying notes to the unaudited condensed consolidated financial statements.

3 unchanged sentences

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

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

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Debt extinguishment loss - Senior Secured Convertible Note

Issue common stock - settle termination payment

Issue common stock - termination payment

Issue common stock - vendor service agreement

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Purchase of equipment

Asset acquisition

Net cash flows used in investing activities

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Proceeds – issue of Senior Convertible Note

Proceeds – issue of common stock – Committed Equity Facility

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

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1 — The Company

Description of the Business

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 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

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 testing tool for the early detection of esophageal precancer in at-risk GERD patients.

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

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.

samples, including those collected with EsoCheck.

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

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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

Esophagus (“BE”), including dysplastic BE and related precursors to EAC in patients with chronic GERD.

2 — Liquidity and Going Concern

Company’s management is required to assess an entity’s ability to continue as a going concern within one year of the date

of the financial statements being issued.

In each reporting period, including interim periods, an entity is required to assess conditions

known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet

its financial obligations within one year from the financial statement issuance date.

Substantial doubt about an entity’s ability

to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will

be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.

Company has financed its operations principally through public and private issuances of its common stock, preferred stock, and debt.

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

all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and

conducting clinical trials.

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

its operations with debt and equity financing transactions, 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, 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 September 30, 2023.

The Company generated $ 1.0 million of revenues for the three month period ended March 31, 2024, however the

Company does not expect to generate positive cash flows from operating activities in the near future.

Company incurred a net loss attributable to Lucid Diagnostics Inc common stockholders of approximately $ 18.1 million and had net cash

flows used in operating activities of approximately $ 12.6 million for the three month period ended March 31, 2024.

As of March 31, 2024,

the Company had working capital of approximately $ 7.6 million, with such working capital inclusive of the Senior Secured Convertible

Note classified as a current liability of approximately $ 13.1 million and approximately $ 24.8 million of cash.

Company’s ability to continue operations 12 months beyond the issuance of the financial statements, will depend upon generating substantial revenue that is conditioned

upon obtaining positive third-party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and private health

insurance providers, increasing revenue through contracting directly with self-insured employers, and on its ability to raise additional

capital through various potential sources including equity and/or debt financings or refinancing existing debt obligations.

These factors

raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying

unaudited condensed consolidated financial statements are issued.

3 — 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 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.

The accompanying

unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read

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

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

unaudited condensed consolidated results of operations for the three months ended March 31, 2024 are not necessarily indicative of

the consolidated results to be expected for the year ending December 31, 2024 or for any other interim period or for any other

future periods.

The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated

financial information should be read in conjunction with the Company’s audited consolidated financial statements and related

notes thereto as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K as filed

with the SEC on March 25, 2024.

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.

3 — Summary of Significant Accounting Policies - continued

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

GAAP, management is required to make 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.

GAAP, management is required to make

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 unaudited condensed 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.

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.

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

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

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

2 — Summary of Significant Accounting Policies - continued

key aspects considered by the Company include the following:

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

Instruments Fair Value Measurements

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

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

The ASC 820 three-tier

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

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

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

3 — Summary of Significant Accounting Policies - continued

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

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

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

the Company’s dividend yield;

the likelihood and timing of future dilutive

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

Treasury security yields.

Changes in these assumptions can

materially affect the estimated fair values.

of 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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Alternatively,

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

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

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

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

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

The estimated fair value adjustment of the

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

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

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

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

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

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

(“FVO”) election.

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

by ASC 825-10-15-5) to be afforded to financial instruments, wherein the financial instrument is initially measured at estimated

fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period

balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations.

The estimated fair value adjustment of the March 2023 Senior Convertible Note is presented in a single line item within other income

(expense) in the accompanying unaudited condensed consolidated statement of operations (as provided for by ASC 825-10-50-30(b)).

Further, as required by ASC 825-10-45-5, to the extent a portion of the fair value adjustment is attributed to a change in the

instrument-specific credit risk, such portion would be recognized as a component of other comprehensive income (“OCI”)

(for which there was no such adjustment with respect to the March 2023 Senior Convertible Note).

Note 9, Financial Instruments Fair Value Measurements, with respect to the FVO election;

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and did not affect net loss.

Adopted Accounting Pronouncements

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

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.

Accounting Standards Updates Not Yet Adopted

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU

2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in

ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid

ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024.

adoption is permitted.

The Company does not expect the standard to have a significant impact on its consolidated financial statements.

November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures

(“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an

annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and

assets that are currently required annually.

The guidance is effective for public entities for fiscal years beginning after December

15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The guidance is

applied retrospectively to all periods presented in the financial statements, unless it is impracticable.

The Company does not

expect the standard to have a significant impact on its consolidated financial statements.

October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure

Update and Simplification Initiative.

This update modifies the disclosure or presentation requirements of a variety of topics in the

Accounting Standards Codification to conform with certain SEC amendments in Release No.

33-10532, Disclosure Update and Simplification.

The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the

SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective.

However, if the SEC has not removed the

related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective.

Early adoption is prohibited.

The Company is currently evaluating the impact this update will have on its unaudited condensed consolidated

financial statements and disclosures.

4 — Revenue from Contracts with Customers

Commercialization Agreement

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

ResearchDx Inc.

(“RDx”), an unrelated third-party.

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

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

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

Purchase Agreement and Management Services Agreement .

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.

the three month period ended March 31, 2024, the Company recognized revenue of $ 1,001 , 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 month period ended March 31, 2023 was

$ 446 , resulting from the delivery of patient EsoGuard test results.

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 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 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.

the three month period ended March 31, 2024, the cost of revenue was $ 1,656 , primarily related to costs for our laboratory operations

and EsoCheck device supplies.

The Company’s cost of revenue for the three month period ended March 31, 2023 was $ 1,338 , primarily

related to costs for our laboratory operations and EsoCheck device supplies.

5 — Related Party Transactions

Western Reserve University and Physician Inventors - Amended CWRU License Agreement

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

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

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

The expenses incurred with respect

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

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

Schedule of Incurred Expenses of Minority Shareholders

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of Revenue

CWRU – Royalty Fees

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

Fees - Physician Inventors’ consulting agreements

Sponsored research agreement

Stock-based compensation expense – Physician Inventors’ stock options

Total Related Party Expenses

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

4 — Related Party Transactions - continued

aggregate Due To:

for the periods indicated is summarized as follows:

Schedule of Due To:

Employee-Related Costs

Balance - December 31, 2023

ERC - Benefits

On Behalf Of (OBO) activities

Cash payments to PAVmed Inc.

Payment to PAVmed Inc.

settled in LUCD stock

Balance - March 31, 2024

- Management Services Agreement

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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 months ended September 30,

2022, MSA fees were $ 550 per month.

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

The respective companies’ boards of directors approved an amendment to the MSA to increase the MSA Fee to $ 833 per month, effective

January 1, 2024.

During three months ended March 31, 2023, MSA fees were

$ 750 per month.

January 26, 2024, PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771

shares of Lucid Diagnostics common stock.

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

Schedule of MSA Fee Expense Classification in Statements of Operations

of MSA Fee Expense Classification in Statements of Operations

Three Months Ended

September 30,

Nine Months Ended

September 30,

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.

5 — Due To PAVmed Inc.

aggregate Due To:

for the periods indicated is summarized as follows:

Schedule of Due To:

Related Costs

Balance - December 31, 2022

ERC - Payroll & Benefits

On Behalf Of (OBO) activities

Cash payments to PAVmed Inc.

Balance - September 30, 2023

6 — Asset Purchase Agreement and Management Services Agreement

Purchase Agreement and Management Services Agreement - ResearchDx Inc.

its wholly-owned subsidiary, LucidDx Labs Inc.

(“LucidDx Labs”), the Company entered into an asset purchase agreement (“APA”)

dated February 25, 2022, with ResearchDx, Inc.

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

Under the APA-RDx,

LucidDx Labs Inc.

acquired certain assets from RDx which were combined with other property and equipment to establish a Company-owned

CLIA certified, CAP accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive

of DNA extraction, next generation sequencing (“NGS”) and specimen storage.

Prior to February 25, 2022, RDx provided such

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

In connection with the execution and delivery of

the APA-RDx, LucidDx Labs Inc.

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

February 25, 2022, pursuant to which RDx provided certain testing and related services for the Laboratory.

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

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

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

discussed in Note 9, Intangible Assets, net.

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

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

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

The termination was effective as February

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.

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

support and marketing activities, research and development expenses for those employees who are engaged in product and services engineering

development and design and /or clinical trials activities, and other employees and activities classified as general and administrative.

6 — Prepaid Expenses, Deposits, and Other Current Assets

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Schedule of Prepaid Expenses and Other Current Assets

September 30, 2023

March 31, 2024

December 31, 2023

1 unchanged sentence

Prepaid insurance

EsoCheck cell collection supplies

EsoGuard mailer supplies

Total prepaid expenses, deposits and other current assets

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 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:

Schedule Of Future Lease Payments Of Operating Lease Liabilities

the three months ended March 31, 2024, the Company entered into additional lease agreements that have commenced and are classified as operating

Company’s future lease payments as of March 31, 2024, 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

2024 (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:

Schedule Of Cash Flow Supplemental Information

Nine Months Ended September 30,

of Cash Flow Supplemental Information

Three Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities

4 unchanged sentences

Weighted-average discount rate - operating leases

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,

of March 31, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases were $ 1,039 and $ 1,307 , respectively,

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

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

and $ 962 , respectively, are reported in operating lease liabilities, current portion and $ 464 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.

As of March 31, 2024

and December 31, 2023, the Company had outstanding operating lease obligations of $ 1,038 and $ 1,305 , respectively, of which $ 861 and

$ 1,106 , respectively, are reported in operating lease liabilities, current portion and $ 177 and $ 199 , 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.

8 — Intangible Assets, net

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Estimated Useful Life

September 30, 2023

March 31, 2024

December 31, 2023

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Intangible Assets, net

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

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

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

The transfer was accounted for as entities under common control.

The defensive

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

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

The CapNostics transaction

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

The defensive technology

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

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

and ResearchDx Inc.

(“APA-RDx”), is being accounted for as an asset acquisition.

The intangible assets recognized under the

APA-RDx are the laboratory licenses and certifications (inclusive of a CLIA certification, CAP accreditation, and clinical laboratory

licenses for five (5) U.S.

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

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

APA-RDx February 25, 2022 transaction date.

expense of the intangible assets discussed above was $ 505 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:

expense of the intangible assets discussed above was $ 372 and $ 505 for the three month periods ended March 31, 2024 and 2023, respectively,

and is included in amortization of acquired intangible assets in the accompanying unaudited condensed consolidated statements of operations.

As of March 31, 2024, 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

September 30, 2023

March 31, 2024

March 2023 Senior Convertible Note

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

December 31, 2023

March 2023 Senior Convertible Note

1 There were no transfers

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

between the respective Levels during the three months ended March 31, 2024.

discussed in Note 10, 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 September 30, 2023 were computed using

estimated fair value of the March 2023 Senior Convertible Note as of each of March 31, 2024 and December 31, 2023 were computed using

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

4 unchanged sentences

March 2023 Senior Convertible Note:

September 30, 2023

December 31, 2023

Face value principal payable

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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.

Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and the

volatility of similar entities within the medical device industry.

Changes in these assumptions can materially affect the estimated fair

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

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March 21, 2025

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:

Balance as of March 31, 2024

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 December 31, 2023

changes in the fair value of debt during the three month period ended March 31, 2024 is as follows:

of Changes in Fair Value of Debt

Fair Value - June 30, 2023

Senior Convertible Note

Other Income (expense)

Fair Value - December 31, 2023

Face value principal – issue date

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Change in fair value

Fair Value at September 30, 2023

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

Fair Value at March 31, 2024

Other Income (Expense) - Change in fair value – three months ended March 31, 2024

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

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - December 31, 2022

2 unchanged sentences

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2023

Fair Value at March 31, 2023

Fair Value - Ending Balance

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

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

2023 Senior Secured Convertible Note

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into shares of common stock of the Company at the Holder’s election.

10 — Debt - continued

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

1 unchanged sentence

Company’s unaudited condensed consolidated statement of operations.

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

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

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

and nine months ended September 30, 2023, respectively.

11 — Debt - continued

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

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

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

ended March 31, 2023.

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

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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

As of March 31, 2024, the Company was in compliance, and as of the date hereof, the Company is in compliance, with

the Financial Tests.

March 2023 Senior Convertible Note installment payments may be made in shares of Lucid Diagnostics common stock at a conversion price

that is the lower of the contractual conversion price and 82.5 % of the two lowest VWAPs during the last 10 trading days preceding the

date of conversion, subject to a conversion price floor of $ 0.30 .

The notes are also subject to certain provisions that may require redemption

upon the occurrence of an event of default, a change of control, or certain equity issuances.

the three month period ended March 31, 2024, approximately $ 83 of principal repayments along with approximately $ 436 of interest expense

thereon, were settled through the issuance of 543,298 shares of common stock of the Company, with such shares having a fair value of

approximately $ 686 (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.

The conversions resulted in a debt extinguishment loss of $ 167 in the three month period ended March 31, 2024.

Subsequent to March 31,

2024, as of May 9, 2024, approximately $ 612 of principal repayments along with approximately $ 110 of interest expense thereon,

were settled through the issuance of 1,139,851 shares of common stock of the Company, with such shares having a fair value of approximately

$ 1,037 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

11 — Stock-Based Compensation

Diagnostics Inc.

2018 Long-Term Incentive Equity Plan

Diagnostics 2018 Long-Term Incentive Equity Plan

Lucid Diagnostics Inc.

8 unchanged sentences

total of 14,324,038 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan,

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 September 30, 2023.

with 2,680,508 shares available for grant as of March 31, 2024.

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, 2024.

In January 2024, the

number of shares available for grant was increased by 2,680,038 in accordance with the evergreen provisions of the plan.

11 — Stock-Based Compensation - continued

2 unchanged sentences

of Stock Options Issued and Outstanding Activities

Stock Options

Exercise Price

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Outstanding stock options at December 31, 2023

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.

Outstanding stock options at March 31, 2024 (3)

Vested and exercisable stock options at March 31, 2024

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 March 31, 2024 and December 31, 2023 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 March 31, 2024 and December

February 22, 2024, the company granted 2,895,000 stock options to employees and directors under the Lucid Diagnostics Inc 2018 Equity

Plan with a weighted average exercise price of $ 1.25 .

Each option will vest one-third after one year then ratably over the next

eight quarters.

Diagnostics Restricted Stock Awards

2 unchanged sentences

of Restricted Stock Award Activity

Number of Restricted

Weighted Average

Grant Date Fair Value

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Unvested restricted stock awards as of December 31, 2023

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.

Unvested restricted stock awards as of March 31, 2024

to March 31, 2024, in May 2024, a total of 1,600,000 restricted stock awards were granted to management under the Lucid Diagnostics 2018

Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 1.5 million, which was measured using

the grant date quoted closing price per share of Lucid Diagnostics Inc.

common stock, with the 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 vesting of the restricted

stock awards vest on a single vest date of May 20, 2026.

The restricted stock awards are subject to forfeiture if the requisite service

period is not completed.

2014 Equity Plan

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

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

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

4 unchanged sentences

of Stock-Based Compensation Expense

Three Months Ended

Lucid Diagnostics 2018 Equity Plan – cost of revenue

9 unchanged sentences

stock options and restricted stock awards granted under the Lucid

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

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

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

Diagnostics 2018 Equity Plan to employees of PAVmed, the physician inventors of the technology licensed under the Amended CWRU License

Agreement, and members of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed 2014 Equity

Plan to the physician inventors.

of March 31, 2024, 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

4 unchanged sentences

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 $ 0.88 per share and $ 1.61 per share during the periods ended September 30, 2023

average estimated fair value of such stock options of $ 0.84 per share and $ 0.87 per share during the three month periods ended March

31, 2024 and 2023, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

of Stock-based Compensation Valuation Assumptions

Nine Months Ended September 30,

Three Months Ended March 31,

Expected term of stock options (in years)

3 unchanged sentences

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

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

the Lucid ESPP.

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.

total of 511,884 shares and 231,987 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 353 and

$ 276 on March 31, 2024 and 2023, respectively, under the Lucid ESPP.

The Lucid ESPP has a total reservation of 1,500,000 shares of common

stock of which 395,886 shares are available for issue as of March 31, 2024.

In January 2024, our board authorized an increase in the

number of shares available for issue by 500,000 .

12 — Stockholders’ Equity

A Preferred Stock Offering

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

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

to the Company of $ 13.625 million.

Series B Preferred Stock Offering and Exchange

March 13, 2024, the Company issued 44,285 shares

of newly designated Series B Convertible Preferred Stock, par value $ 0.001 (the

“Series B Preferred Stock”), to accredited investors at a purchase price of $ 1,000 per

share, for aggregate gross proceeds to the Company of $ 18.1 million.

connection with the offering, 100% of the then-outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock were

exchanged for shares of Series B Preferred Stock in the Series B Preferred Stock Offering and Exchange.

As a result, no shares of

Series A Preferred Stock or Series A-1 Preferred Stock remain outstanding.

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

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

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

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

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

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

The initial conversion price 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

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

of its issuance.

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

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

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

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

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

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

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

A holder that converts its Series A Preferred Stock prior to

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

Series A Preferred Stock.

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

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

dividends are paid on shares of the Common Stock .

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

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

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

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

multiplied by the stated value of $ 1,000

(the “Stated Value”), divided by the conversion price in effect at the time of the conversion.

The initial conversion

price is $ 1.2444 ,

subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

The Series B Preferred Stock is

convertible into shares of our common stock at any time at the option of the holder from and after the six-month anniversary of its

issuance, and automatically converts into shares of our common stock on March 13, 2026, the second anniversary of its issuance at a

conversion price of $ 1.2444 ,

and the Series B Preferred Stock is a voting security (subject to applicable ownership limitations).

In addition, the Series B

Preferred Stock issued in exchange for Series A Preferred Stock and Series A-1 Preferred Stock may be converted, at the election of

the Company at any time after the six-month anniversary of the issuance of such shares of Series B Preferred Stock, upon written

notice given to the holders of such shares, if the volume weight average price of our common stock has been at least $ 8.00

per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of 30

consecutive trading days ending within 15 trading days prior to the date on which such notice is given (subject to certain limited

exceptions) (a “VWAP-Based Mandatory Conversion”).

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

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

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

(i) a number of shares of Common Stock equal

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

March 13, 2025, and (ii) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon

conversion of the Series B Preferred Stock then held by such Holder on March 13, 2026.

A holder that voluntarily converts its Series

B Preferred Stock prior to March 13, 2025 or March 13, 2026, as the case may be, will not receive the dividend that accrues on such

date with respect to such converted Series B Preferred Stock.

The holders of the Series B Preferred Stock also will be entitled to

dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares

of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock.

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

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

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

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

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

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

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

into Common Stock immediately prior to such event.

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

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

Series B Preferred Stock is a voting security (subject to applicable ownership limitations).

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

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

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

1 unchanged sentence

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

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

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

to the Series B Preferred Stock.

B-1 Preferred Stock Offering

to March 31, 2024, on May 6, 2024, the Company issued approximately 11,634 shares of newly designated Series B-1 Convertible Preferred

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

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

terms of the Series B Preferred Stock, except that the Series B-1 Preferred Stock has a conversion price of $ 0.7228 and are not subject

to a VWAP-Based Mandatory Conversion.

The aggregate gross proceeds from the sale of shares in such offering were $ 11.6 million.

A 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.

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

(the “Series A Preferred Stock”).

The terms of the Series A Preferred Stock were substantially identical to the terms of

the Series B-1 Preferred Stock, except that the Series A Preferred Stock had a conversion price of $ 1.394 and was not a voting security.

The aggregate gross proceeds from the sale of shares in such offering were $ 13.6 million.

As noted above,

on March 13, 2024, 100% of the then-outstanding shares of Series A Preferred Stock were exchanged for shares of Series B Preferred Stock

in the Series B Preferred Stock Offering and Exchange.

As a result, no shares of Series A Preferred Stock remain outstanding.

A-1 Preferred Stock Offering

October 17, 2023, the Company issued 5,000 shares of newly designated Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred

The terms of the Series A-1 Preferred Stock were 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.

March 13, 2024, the Company issued an additional 5,670 shares of Series A-1 Preferred Stock.

Note 12 — Stockholders’ Equity -

noted above, on March 13, 2024, 100% of the then-outstanding shares of Series A-1 Preferred Stock were exchanged for shares

of Series B Preferred Stock in the Series B Preferred Stock Offering and Exchange.

As a result, no shares

of Series A-1 Preferred Stock remain outstanding.

Dividend on Series A and Series A-1 Convertible Preferred Stock Exchange Offer

fair value of the consideration given in the form of the issue of 44,285 shares of Series B Convertible Preferred Stock, with such fair

value recognized as the carrying value of such issued shares of Series B Convertible Preferred Stock, as compared to both the newly issued

Series B Convertible Preferred Stock (fair value of $ 12,495 ) and the carrying value of the extinguished Series A and Series A-1 Convertible

Preferred Stock (carrying value of $ 24,295 ), resulting in an excess of fair value of 7.5 million recognized as a deemed dividend charged

to accumulated deficit in the unaudited condensed consolidated balance sheet on March 13, 2024, with such deemed dividend included as

a component of net loss attributable to common stockholders, summarized as follows:

of Net Loss Attributable to Common Stockholders

Series B Convertible Preferred Stock Issuance and Series A/A-1 Exchange Offer

March 13, 2024

Fair Value - 44,285 shares of Series B Preferred Stock issued

Fair value related to newly issued Series B Preferred Stock (of 12,495 shares)

Carrying value related to Series A and Series A-1 Preferred Stock Exchanged for Series B Preferred Stock (of 24,295 shares)

Deemed Dividend Charged to Accumulated Deficit

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 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

of March 31, 2024 and December 31, 2023 there were 46,747,062 and 42,329,864 shares of common stock issued and outstanding, respectively.

As of March 31, 2024, PAVmed holds 31,302,444 shares, representing a majority-interest equity ownership and PAVmed has a controlling

financial interest in the Company.

13 — Stockholders’ Equity - continued

January 26, 2024 PAVmed elected to receive payment of $ 4,675

of fees and reimbursements due from Lucid, through

the issuance of 3,331,771

shares of Lucid Diagnostics common stock.

Substantially

all of such shares were distributed by PAVmed to its shareholders on February 15, 2024.

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 September 30, 2023.

of approximately $ 1.8 million, after a 4 % discount, as of March 31, 2024.

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.

stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Cantor.

Cumulatively a total

of 230,068 shares of Lucid Diagnostics’ common stock were issued through the at-the-market equity facility for net proceeds of

approximately $ 0.3 million, after payments of 3 % commissions, as of March 31, 2024.

13 — Net Loss Per Share

1 unchanged sentence

of Net Loss Per Share Basic and Diluted

Three Months Ended

Deemed dividend on Series A and Series A-1 Convertible Preferred Stock

Net loss attributable to Lucid Diagnostics Inc.

common stockholders

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 September 30, 2023 and 2022 include the shares of

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

(1) - Convertible Preferred

Stock would potentially be considered a participating security under the two-class method of calculating net loss per share.

the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no

impact on the Company’s net loss per share calculation for the periods indicated.

weighted-average number of shares of common stock outstanding for the three month periods ended March 31, 2024 and 2023 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

1 unchanged sentence

includes such incremental shares.

However, as the Company was in a loss position for all periods presented, basic and diluted weighted

However, as the Company was in a loss position for all years presented, basic and diluted weighted

average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

2 unchanged sentences

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